TIDMQFI

RNS Number : 7968T

Quadrise Fuels International PLC

25 March 2019

25 March 2019

Quadrise Fuels International plc

("Quadrise", "QFI", the "Company" and together with its subsidiaries the "Group")

Interim Results for the 6 month period ended 31 December 2018

Quadrise Fuels International plc (AIM: QFI) announces its unaudited interim results for the 6 months ended 31 December 2018 and an update on significant developments during the first quarter of 2019.

Operational Summary

CMPDA with Freepoint

Ø Quadrise entered into a Co-Marketing and Project Development Agreement with Freepoint Commodities LLC in November 2018, under which Quadrise and Freepoint have commenced jointly exploring and pursuing a number of MSAR(R) project opportunities, and seek to progress these to long-term commercialisation. Initial focus is on the Americas, Middle East and Asia, with the intention of jointly investing in projects on a build-own-operate basis.

MoU and Test Programme with Oil Major

Ø Quadrise signed an MoU and MSAR(R) Pilot Test Programme with a European oil major in November 2018, under which the two companies are working together to identify potential MSAR(R) clients for one of the oil major's European refineries, and pursue and obtain a feasibility study agreement from a potential MSAR(R) fuel client for the consumption of MSAR(R) produced at this refinery during 2019.

Ø Quadrise will test specific refinery residues for the oil major at the Quadrise Research Facility during early Q2 2019 on a paid basis to demonstrate and optimise the blending of refinery residues to MSAR(R) fuel.

Services and representation agreements for Kuwait and Morocco

Ø In Q1 2019, Quadrise entered into agreements with well-placed agents to pursue opportunities on behalf of Quadrise for the use of MSAR(R) in certain key markets. The agreements are with Aleph Commodities Ltd, a UK company with significant experience in the Middle East, to pursue opportunities in Kuwait, and with Younes Maamar, a former CEO of the Moroccan state electricity company, to pursue opportunities in Morocco (and potentially other countries in Africa).

Ø Under the terms of both agreements, Quadrise has agreed a success-based incentive structure, with material rewards only due upon the delivery of relevant disclosable project milestones and contracts that lead to the establishment of MSAR(R) projects and commercial sales.

Marine Business Development

Ø Quadrise is in discussions with a number of marine market participants regarding work to progress MSAR(R) trials alongside the adoption of exhaust gas cleaning systems ("EGCS" or "scrubbers"). Quadrise and many market analysts continue to believe EGCS and high sulphur fuel will be a profitable IMO 2020 compliance option for many container, tanker and bulker vessels.

Ø Compliance with IMO 2020 in the marine fuel market is impacting the forward price differential between gas oil and fuel oil for 2020, which now stands at $310-$330/tonne, providing a sound economic backdrop for both MSAR(R) and EGCS.

Other Developments

Ø In January 2019, Quadrise raised gross proceeds of GBP1.51 million through an Open Offer to existing shareholders. These funds, together with the Company's existing cash balances will enable the Company to operate and advance its business development opportunities until early October 2019.

Ø The contracts with AkzoNobel for the exclusive purchase and supply of goods and services and for the exclusive joint development of emulsion fuel were extended for a further year to November 2019, with a new three year exclusivity agreement planned with Nouryon later in 2019.

Ø The MoU with PowerSeraya was extended for a further year to October 2020, and work continues with JGC to access major customers in Japan.

Financial Summary

Ø GBP1.0 million in cash reserves at 31 December 2018 (31 December 2017: GBP3.4 million) which together with the gross proceeds of GBP1.51m raised from the Open Offer post period end allows the Company to operate until early October 2019.

Ø Loss after tax of GBP1.7 million (2017: GBP2.0 million) of which GBP0.9 million (2017: GBP1.1 million) relates to operational production and development costs, and GBP0.7 million (2017: GBP0.8 million) to administrative expenses.

Ø Total assets of GBP5.1 million at 31 December 2018 (2017: GBP7.8 million).

Mike Kirk, Executive Chairman of QFI, said:

"We continue to believe that our MSAR(R) technology has significant potential, and recent announcements demonstrate that an increasing number of participants in the energy, power and marine markets are aligned to this view and are incentivised to deliver value for Quadrise and our shareholders.

The positive shifts in the liquid fuels markets, together with the initiatives announced in the final quarter of 2018 (with Freepoint Commodities and a European major) and in the first quarter of 2019 (with Aleph Commodities and Younes Maamar), are building significant momentum for Quadrise and we intend to accelerate this to ensure that we can meet the requirement to obtain further funding before Q4 2019, and progress to MSAR(R) commercialisation. Our broader portfolio of opportunities significantly reduces execution risk, as does our proven project management experience, though we remain fully aware of the hurdles that we need to clear to build successful projects delivering large volumes of MSAR(R) to both the power and marine markets.

We look forward to being able to provide updates as appropriate as we progress through 2019."

For further information, please refer to the Company's website at www.quadrisefuels.com, or contact ir@quadrisefuels.com or phone:

 
Quadrise Fuels International Plc 
Mike Kirk, Executive Chairman          +44 (0)20 7031 7321 
Jason Miles, Chief Operating Officer 
 
Nominated Adviser 
Cenkos Securities plc 
Dr Azhic Basirov                       +44 (0)20 7397 8900 
Ben Jeynes 
 Katy Birkin 
 
Joint Brokers 
Peel Hunt LLP 
Richard Crichton                       +44 (0)20 7418 8900 
Ross Allister 
 
Stockdale Securities 
Andy Crossley 
 Daniel Harris                         +44 (0)20 7601 6108 
 
  Public & Investor Relations 
FTI Consulting 
Ben Brewerton                          +44 (0)20 3727 1000 
Ntobeko Chidavaenzi 
 

Notes to Editors

QFI is the supplier of MSAR(R) emulsion technology and fuels, a low-cost alternative to heavy fuel oil (one of the world's largest fuel markets, comprising over 450 million tons per annum) in the global power generation, shipping, steam and refining industries.

This announcement is inside information for the purposes of article 7 of Regulation 596/2014.

Chairman's Statement

Introduction

As I outlined in the 2018 Annual Report, the Group's focus over the past year has been on rebuilding shareholder confidence and demonstrating that their long-term support continues to be justified. During this period, we have evolved and diversified our approach to business development, achieving and announcing a number of important initiatives. In November 2018, we announced the signature of the Co-Marketing and Project Development Agreement ("CMPDA") with Freepoint Commodities LLC ("Freepoint"), and also the memorandum of understanding ("MoU") and MSAR(R) test programme with a European oil major. We continue to work with Japan Gas Corporation ("JGC") to access major customers in Japan, and are also using agents in certain key markets. In Kuwait, a territory under the CMPDA, Quadrise is now working with Aleph Commodities Ltd ("Aleph") and in Morocco the Company is being assisted by Younes Maamar, a former CEO of the Moroccan state-owned utility ONEE.

In December 2018, we launched the open offer which closed successfully on 21 January 2019, raising GBP1.51 million of gross proceeds. I would like to thank all of the shareholders who supported Quadrise in this critical fundraising. With careful management of resources, this provides Quadrise with the ability to continue its business development activities through to early October 2019.

To enable the business to progress to sustainable commercial operations, we are very clear on the requirement for near-term business development milestones and for additional funding. We are actively engaged in delivering on both fronts during 2019.

The positive shifts in the liquid fuel markets continued throughout 2018. The combination of a positive macro environment and improved MSAR(R) economics, driven by the widening spread between Heavy Fuel Oil ("HFO") and Gas Oil as well as significant changes in the way marine operators plan to comply with the International Maritime Organization ("IMO") 2020 regulation, provide a very positive backdrop for Quadrise to work with refiners and fuel consumers in the power, marine and industrial markets to progress MSAR(R) projects.

Our Research, Development and Innovation ("RDI") activities remain central to our technology-led offering and work has continued to further develop the testing facilities at the Quadrise Research Facility ("QRF"), in order to handle those more challenging residues that require much higher working temperatures and pressures for MSAR(R) manufacture. We were pleased to have hosted a number of visits by shareholders to QRF recently and these have proven helpful in demonstrating to shareholders the depth and breadth of both QFI's offering and the team at QRF, who are responsible for both RDI activities and operational support for active MSAR(R) projects.

We retain a close working relationship with our technology partner, Nouryon, and on 26 November 2018 we announced the extension, for one year of the Joint Development Agreement and a Co-Operation and Exclusive Purchase and Supply Agreement for the chemicals used to create MSAR(R) . The agreements were renewed with previous AkzoNobel entities that transferred with the formation of Nouryon on 1 October 2018, following the acquisition of AkzoNobel's speciality chemicals business by The Carlyle Group. During 2019, these agreements will be replaced with a new Exclusive Purchase and Supply Agreement with a new Nouryon entity. We are continuing to work closely with Nouryon to ensure that plans for MSAR(R) additives demand can match global supply by Nouryon facilities.

Power Generation MSAR(R) Fuel

The announcements on 26 February 2019 and 6 March 2019 of representation agreements with Aleph and Younes Maamar respectively highlight the progress we are making in two important markets. Firstly, in Kuwait, our agreement with Aleph has positioned Quadrise to build on the work we had already successfully undertaken in 2018 to demonstrate our technology to key participants in the local refining market and we look forward to being able to build on this substantially during 2019. Secondly, our agreement with Younes Maamar to access the power market in Morocco provides further opportunities.

Under the terms of both agreements, Quadrise has agreed a success based incentive structure, with material rewards only due upon the delivery of relevant disclosable project milestones and contracts that lead to the establishment of MSAR(R) projects and commercial sales. Alongside these, we are continuing to pursue power market opportunities in a number of regions under our MoU with a European oil major and through our existing relationships with Freepoint, JGC and YTL Power Seraya. In addition, we continue to seek to address the market in the Kingdom of Saudi Arabia and are progressing a number of initiatives to reengage in the country and evaluate other regional opportunities for fuel oil substitution with MSAR(R) .

Marine MSAR(R) Bunker Fuel

The market background for Quadrise has been increasingly positive in the marine market, with an increasing uptake of exhaust gas cleaning systems ("EGCS" or "scrubbers") combined with the use of high sulphur fuel representing the most economic IMO 2020 compliance option across the container, tanker and dry bulk markets, as planning for implementation on 1 January 2020 gathers pace during the second half of 2019. Quadrise is benefiting from this market dynamic and is in discussion with a number of market participants regarding work to progress trials ahead of making decisions on the adoption of MSAR(R) alongside EGCS.

Work is also progressing at the IMO to build a policy framework to support compliance of global regulations by banning the carriage of non-compliant fuels unless EGCS are installed on vessels. In parallel, there are growing concerns regarding the availability and compatibility of blended 0.5% Sulphur HFO based on a recent spate of marine fuel oil quality issues from incompatible blendstocks and resulting engine failures. As a consequence of this, many owners are expected to use more expensive Gas Oil if they do not have EGCS installed. These developments are impacting the forward price differential between Gas Oil and HFO for 2020, which now stands at US$310-US$330/tonne, providing a sound economic backdrop for both MSAR(R) and EGCS. Quadrise and many market analysts continue to believe that high sulphur fuel and EGCS will be the lowest cost option compared with low sulphur alternatives.

Cost control

We continue to operate with a streamlined senior management team, with our Head of Projects Mark Whittle working alongside the Chief Operating Officer Jason Miles and myself to progress business development activities in the refining, power and marine markets. QRF is managed by our Head of Operations Bernard Johnston, who is based at our new lower cost premises that we moved into during Q2 2018. During the period under review, our programme of work and formal agreement with the University of Surrey came to an end, with the outcomes of this work now being progressed in-house at QRF under the supervision of our Head of RDI and Quality, Patrick Brunelle, with further resultant cost savings.

As part of the measures taken to conserve cash resources, with effect from 1 September 2017, I agreed to defer 50% of my salary and the Non-executive Directors deferred approximately 30% of their fees (reducing these temporarily to GBP24k per annum). The deferral was for an initial 12-month period and then extended further to 31 March 2019. Following the successful open offer, the deferred portion of my salary and the Non-executive Directors' fees will be repaid before the end of the financial year. The Directors and I have agreed that the previously announced 25% uplift portion (as compensation for this contribution to cost control) will now only apply to the period up to 31 December 2018, and will not be payable unless and until the Group is demonstrably funded to the point of commercial revenues.

Financial Position

The Group held cash and cash equivalents of approximately GBP1.0 million as at 31 December 2018 and raised approximately GBP1.5 million in gross proceeds from the successful open offer in January 2018. The Group continues to operate on a debt free basis whilst maintaining a stringent control of costs.

The Group recorded a loss of GBP1.7m for the six months to 31 December 2018 (2017: GBP2.0m). This included production and development costs of GBP0.9m (2017: GBP1.1m) and administration expenses of GBP0.7m (2017: GBP0.8m).

Basic and diluted loss per share was 0.19p (2017: 0.23p).

The Group's total assets amounted to GBP5.1 million as at 31 December 2018 (GBP7.8 million as at 31 December 2017). Apart from the cash and cash equivalents, this included fixed tangible assets (mainly plant and equipment) of GBP0.8 million and MSAR(R) trade name of GBP2.9 million.

A provision of GBP189k for the costs of decommissioning the MSAR(R) manufacturing facility at the Cepsa refinery in Spain has been recognised. Decommissioning is expected to be completed during Q2 2019.

The Group has accumulated tax losses of approximately GBP48.7 million (2017: GBP47.0 million) available to be carried forward against future profits.

Outlook - Current trading and prospects.

We are now building significant momentum across a broad range of opportunities in the power and marine markets, and our efforts remain focused on moving these forward at pace through the remainder of 2019. Our evolved business development approach is reducing risk through having a broader portfolio of opportunities. Alongside this, our proven project management expertise enhances our ability to engage with leading companies and reduces the delivery risk to project activities.

We continue to believe that our MSAR(R) technology has significant potential, and recent announcements demonstrate that an increasing number of participants in the energy, power and marine markets are aligned to this view and are incentivised to deliver value for Quadrise and our shareholders. We look forward to being able to provide updates as appropriate as we progress through 2019.

Mike Kirk

Executive Chairman

22 March 2019

Condensed Consolidated Statement of Comprehensive Income

For the 6 months ended 31 December 2018

 
                                  Note     6 months     6 months   Year ended 
                                           ended 31     ended 31      30 June 
                                           December     December         2018 
                                               2018         2017      Audited 
                                          Unaudited    Unaudited      GBP'000 
                                            GBP'000      GBP'000 
 Continuing operations 
 Revenue                                          -            -            9 
 Production and development 
  costs                                       (934)      (1,107)      (2,002) 
 Other administration expenses                (738)        (830)      (1,518) 
 Share option charge                            (6)         (40)         (53) 
 Foreign exchange loss                           11          (5)          (3) 
-------------------------------  -----  -----------  -----------  ----------- 
 Operating loss                             (1,667)      (1,982)      (3,567) 
 Finance costs                                  (3)          (4)          (7) 
 Finance income                                   1           16           18 
-------------------------------  -----  -----------  -----------  ----------- 
 Loss before tax                            (1,669)      (1,970)      (3,556) 
 Taxation                                         -            -          294 
-------------------------------  -----  -----------  -----------  ----------- 
 Total comprehensive loss for 
  the period from continuing 
  operations                                (1,669)      (1,970)      (3,262) 
--------------------------------------  -----------  -----------  ----------- 
 
 Loss per share - pence 
 Basic                             4        (0.19)p      (0.23)p     (0.38) p 
 Diluted                           4        (0.19)p      (0.23)p     (0.38) p 
-------------------------------  -----  -----------  -----------  ----------- 
 

Condensed Consolidated Statement of Financial Position

As at 31 December 2018

 
                                  Note          As at          As at      As at 
                                          31 December    31 December    30 June 
                                                 2018           2017       2018 
                                            Unaudited      Unaudited    Audited 
                                              GBP'000        GBP'000    GBP'000 
 Assets 
 Non-current assets 
 Property, plant and equipment     5              811          1,024        961 
 Intangible assets                 6            2,924          2,924      2,924 
 Non-current assets                             3,735          3,948      3,885 
-------------------------------  -----  -------------  -------------  --------- 
 
 Current assets 
 Cash and cash equivalents                        967          3,437      2,229 
 Trade and other receivables                      166            245        188 
 Prepayments                                      163             98        122 
 Stock                                             61             61         61 
-------------------------------  -----  -------------  -------------  --------- 
 Current assets                                 1,357          3,841      2,600 
-------------------------------  -----  -------------  -------------  --------- 
 TOTAL ASSETS                                   5,092          7,789      6,485 
-------------------------------  -----  -------------  -------------  --------- 
 
 
 Equity and liabilities 
 Current liabilities 
 Trade and other payables               481        425        400 
 Provision for decommissioning          189          -          - 
-------------------------------   ---------  ---------  --------- 
 Current liabilities                    670        425        400 
--------------------------------  ---------  ---------  --------- 
 
 
 Equity attributable to 
  equity holders of the parent 
 Issued share capital                 8,622      8,622      8,622 
 Share premium                       73,642     73,642     73,642 
 Share option reserve                 3,346      3,420      3,432 
 Reverse acquisition reserve            522        522        522 
 Accumulated losses                (81,710)   (78,842)   (80,133) 
--------------------------------  ---------  ---------  --------- 
 Total shareholders' equity           4,422      7,364      6,085 
--------------------------------  ---------  ---------  --------- 
 TOTAL EQUITY AND LIABILITIES         5,092      7,789      6,485 
--------------------------------  ---------  ---------  --------- 
 

Condensed Consolidated Statement of Changes in Equity

For the 6 months ended 31 December 2018

 
                         Issued                                Reverse 
                          share       Share       Share    acquisition     Accumulated 
                        capital     premium      option        reserve          losses       Total 
                        GBP'000     GBP'000     reserve        GBP'000         GBP'000     GBP'000 
                                                GBP'000 
 
 As at 1 July 
  2018                    8,622      73,642       3,432            522        (80,133)       6,085 
 Loss and total 
  comprehensive 
  loss for the 
  period                      -           -           -              -         (1,669)     (1,669) 
 Share option 
  charge                      -           -           6              -               -           6 
--------------------  ---------  ----------  ----------  -------------  --------------  ---------- 
 Transfer of 
  balances relating 
  to expired 
  share options               -           -        (92)              -              92           - 
--------------------  ---------  ----------  ----------  -------------  --------------  ---------- 
 Shareholders' 
  equity at 31 
  December 2018           8,622      73,642       3,346            522        (81,710)       4,422 
--------------------  ---------  ----------  ----------  -------------  --------------  ---------- 
 
 
 As at 1 July 
  2017                 8,622   73,642   3,704   522   (77,196)               9,294 
 Loss and total 
  comprehensive 
  loss for the 
  period                   -        -       -     -    (1,970)             (1,970) 
 Share option 
  charge                   -        -      40     -          -                  40 
--------------------  ------  -------  ------  ----  ---------  ------------------ 
 Transfer of 
  balances relating 
  to expired 
  share options            -        -   (324)     -        324                   - 
--------------------  ------  -------  ------  ----  ---------  ------------------ 
 Shareholders' 
  equity at 31 
  December 2017        8,622   73,642   3,420   522   (78,842)               7,364 
--------------------  ------  -------  ------  ----  ---------  ------------------ 
 
 As at 1 January 
  2018                 8,622   73,642   3,420   522   (78,842)             7,364 
 Loss and total 
  comprehensive 
  loss for the 
  period                   -        -       -     -    (1,292)           (1,292) 
 Share option 
  charge                   -        -      13     -          -                13 
--------------------  ------  -------  ------  ----  ---------  ---------------- 
 Transfer of 
  balances relating 
  to expired 
  share options            -        -     (1)     -          1                 - 
--------------------  ------  -------  ------  ----  ---------  ---------------- 
 Shareholders' 
  equity at 30 
  June 2018            8,622   73,642   3,432   522   (80,133)   6,085 
--------------------  ------  -------  ------  ----  ---------  ------  -------- 
 
 

Condensed Consolidated Statement of Cash Flows

For the 6 months ended 31 December 2018

 
                                    Note     6 months     6 months   Year ended 
                                             ended 31     ended 31      30 June 
                                             December     December         2018 
                                                 2018         2017      Audited 
                                            Unaudited    Unaudited      GBP'000 
                                              GBP'000      GBP'000 
 Operating activities 
 Loss before tax from continuing 
  operations                                  (1,669)      (1,970)      (3,556) 
 Finance costs paid                                 3            4            7 
 Finance income received                          (1)         (16)         (18) 
 Loss on disposal of fixed 
  assets                             5             25            -            - 
 Depreciation                        5            130          106          230 
 Share option charge                                6           40           53 
 Working capital adjustments 
 Decrease in trade and other 
  receivables                                      22           57          114 
 (Increase)/decrease in 
  prepayments                                    (41)           55           31 
 Increase in trade and other 
  payables                                         81          178          153 
 Increase in provision for                        189            -            - 
  decommissioning 
 Cash utilised in operations                  (1,255)      (1,546)      (2,986) 
---------------------------------  -----  -----------  -----------  ----------- 
 
 Finance costs paid                               (3)          (4)          (7) 
 Taxation received                                  -            -          294 
                                          -----------  ----------- 
 Net cash outflow from operating 
  activities                                  (1,258)      (1,550)      (2,699) 
---------------------------------  -----  -----------  -----------  ----------- 
 
 Investing activities 
 Finance income received                            1           16           18 
 Purchase of fixed assets              5          (5)         (74)        (135) 
 Net cash outflow from investing 
  activities                                      (4)         (58)        (117) 
---------------------------------  -----  -----------  -----------  ----------- 
 
 
 Net decrease in cash and 
  cash equivalents                            (1,262)      (1,608)      (2,816) 
 Cash and cash equivalents 
  at the beginning of the 
  period                                        2,229        5,045        5,045 
---------------------------------  -----  -----------  -----------  ----------- 
 Cash and cash equivalents 
  at the end of the period                        967        3,437        2,229 
---------------------------------  -----  -----------  -----------  ----------- 
 

Notes to the Group Condensed Financial Statements

   1.     General Information 

Quadrise Fuels International plc ("QFI", "Quadrise", or the "Company") and its subsidiaries (together with the Company, the "Group") are engaged principally in the manufacture and marketing of emulsified fuel for use in power generation, industrial and marine diesel engines and steam generation applications. The Company's ordinary shares are quoted on the AIM market of the London Stock Exchange.

QFI was incorporated on 22 October 2004 as a limited company under UK Company Law with registered number 05267512. It is domiciled and registered at Gillingham House, 38-44 Gillingham Street, London, SW1V 1HU.

   2.     Summary of Significant Accounting Policies 
   2.1    Basis of Preparation 

The interim accounts have been prepared in accordance with IAS 34 'Interim financial reporting' and on the basis of the accounting policies set out in the annual report and accounts for the year ended 30 June 2018, which have been prepared in accordance with International Financial Reporting Standards as adopted for use by the European Union. The interim accounts are unaudited and do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.

The same accounting policies, presentation and methods of computation have been followed in these unaudited interim financial statements as those which were applied in the preparation of the Group's annual statements for the year ended 30 June 2018, upon which the auditors issued an unqualified opinion, and which have been delivered to the registrar of companies.

The interim accounts have been drawn up using accounting policies and presentation expected to be adopted in the Group's annual financial statements for the year ended 30 June 2019.

A number of new standards and amendments to standards and interpretations have been issued but are not yet effective and in some cases have not yet been adopted by the European Union. The Directors do not expect that the adoption of these standards will have a material impact on the financial information of the Group in future periods.

The interim accounts for the six months ended 31 December 2018 were approved by the Board on 22 March 2019.

The directors do not propose an interim dividend.

   3.     Segmental Information 

For the purpose of segmental information the reportable operating segment is determined to be the business segment. The Group principally has one business segment, the results of which are regularly reviewed by the Board. This business segment is a business to produce emulsion fuel (or supply the associated technology to third parties) as a low cost substitute for conventional HFO for use in power generation plants and industrial and marine diesel engines.

The Group's only geographical segment during the period was the UK.

   4.     Loss Per Share 

The calculation of loss per share is based on the following loss and number of shares:

 
                                         6 months       6 months    Year ended 
                                         ended 31          ended       30 June 
                                         December    31 December          2018 
                                             2018           2017       Audited 
                                        Unaudited      Unaudited 
 Loss for the period from 
  continuing operations (GBP'000s)        (1,669)        (1,970)       (3,262) 
 
   Weighted average number 
   of shares: 
 Basic                                862,204,976    862,204,976   862,204,976 
 Diluted                              862,204,976    862,204,976   862,204,976 
 
 Loss per share: 
-----------------------------------  ------------  -------------  ------------ 
 Basic                                    (0.19)p        (0.23)p       (0.38)p 
-----------------------------------  ------------  -------------  ------------ 
 Diluted                                  (0.19)p        (0.23)p       (0.38)p 
-----------------------------------  ------------  -------------  ------------ 
 

Basic loss per share is calculated by dividing the loss for the period from continuing operations of the Group by the weighted average number of ordinary shares in issue during the period.

For diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potential dilutive options and warrants over ordinary shares. Potential ordinary shares resulting from the exercise of share options and warrants have an anti-dilutive effect due to the Group being in a loss position. As a result, diluted loss per share is disclosed as the same value as basic loss per share. The 22.0 million share options issued by the Company and which are outstanding at the period-end could potentially dilute earnings per share in the future if exercised when the Group is in a profit making position.

   5.     Property, plant and equipment 
 
                            Leasehold     Computer   Software       Office            Plant     Total 
                         improvements    equipment               equipment    and machinery 
                              GBP'000      GBP'000    GBP'000      GBP'000          GBP'000   GBP'000 
 
 Cost 
 Opening balance 
  - 1 July 2018                   166           91         43           16            1,428     1,744 
 Additions                          -            -          -            -                5         5 
 Disposals                          -            -          -            -             (47)      (47) 
---------------------  --------------  -----------  ---------  -----------  ---------------  -------- 
 Closing balance 
  - 31 December 
  2018                            166           91         43           16            1,386     1,702 
---------------------  --------------  -----------  ---------  -----------  ---------------  -------- 
 
 Depreciation 
 Opening balance 
  - 1 July 2018                 (109)         (63)       (36)         (16)            (559)     (783) 
 Depreciation charge 
  for the period                 (42)          (8)        (3)            -             (77)     (130) 
 Disposals                          -            -          -            -               22        22 
---------------------  --------------  -----------  ---------  -----------  ---------------  -------- 
 Closing balance 
  - 31 December 
  2018                          (151)         (71)       (39)         (16)            (614)     (891) 
---------------------  --------------  -----------  ---------  -----------  ---------------  -------- 
 
 Net book value 
  at 31 December 
  2018                             15           20          4            -              772       811 
---------------------  --------------  -----------  ---------  -----------  ---------------  -------- 
 
 
 Cost 
 Opening balance 
  - 1 July 2017          107     91     43     16   1,352   1,609 
 Additions                 -      -      -      -      74      74 
 Closing balance 
  - 31 December 
  2017                   107     91     43     16   1,426   1,683 
---------------------  -----  -----  -----  -----  ------  ------ 
 
 Depreciation 
 Opening balance 
  - 1 July 2017         (67)   (47)   (31)   (15)   (393)   (553) 
 Depreciation charge 
  for the period        (12)    (8)    (2)    (1)    (83)   (106) 
 Closing balance 
  - 31 December 
  2017                  (79)   (55)   (33)   (16)   (476)   (659) 
---------------------  -----  -----  -----  -----  ------  ------ 
 
 Net book value 
  at 31 December 
  2017                    28     36     10      -     950   1,024 
---------------------  -----  -----  -----  -----  ------  ------ 
 
 
 Cost 
 Opening balance 
  - 1 July 2017           107     91     43     16   1,352   1,609 
 Additions                 59      -      -      -      76     135 
 Closing balance 
  - 30 June 2018          166     91     43     16   1,428   1,744 
---------------------  ------  -----  -----  -----  ------  ------ 
 
 Depreciation 
 Opening balance 
  - 1 July 2017          (67)   (47)   (31)   (15)   (393)   (553) 
 Depreciation charge 
  for the year           (42)   (16)    (5)    (1)   (166)   (230) 
 Closing balance 
  - 30 June 2018        (109)   (63)   (36)   (16)   (559)   (783) 
---------------------  ------  -----  -----  -----  ------  ------ 
 
 Net book value 
  at 30 June 2018          57     28      7      -     869     961 
---------------------  ------  -----  -----  -----  ------  ------ 
 
   6.     Intangible Assets 
 
                          QCC royalty       MSAR(R)      Technology 
                             payments    trade name    and know-how       Total 
                            Unaudited     Unaudited       Unaudited   Unaudited 
                              GBP'000       GBP'000         GBP'000     GBP'000 
 Cost 
 Balance as at 1 July 
  2018 and 31 December 
  2018                          7,686         3,100          25,901      36,687 
 
 Amortisation and 
  Impairment 
 Balance as at 1 July 
  2018 and 31 December 
  2018                        (7,686)         (176)        (25,901)    (33,763) 
 Net book value at 
  31 December 2018                  -         2,924               -       2,924 
-----------------------  ------------  ------------  --------------  ---------- 
 
 
 Cost 
  Balance as at 1 July 
  2017 and 31 December 
  2017                      7,686     3,100     25,901     36,687 
 
 Amortisation and 
  Impairment 
 Balance as at 1 July 
  2017 and 31 December 
  2017                    (7,686)     (176)   (25,901)   (33,763) 
 Net book value at 
  31 December 2017              -     2,924          -      2,924 
-----------------------  --------  --------  ---------  --------- 
 
 
 Cost 
 Balance at 1 July 
  2017 and 30 June 
  2018                  7,686   3,100     25,901     36,687 
                            -       -          -          - 
 Amortisation and 
  Impairment 
 Balance at 1 July 
  2017 and 30 June 
  2018                (7,686)   (176)   (25,901)   (33,763) 
 Net book value at 
  30 June 2017              -   2,924          -      2,924 
-------------------  --------  ------  ---------  --------- 
 

Intangibles comprise intellectual property with a cost of GBP36.69m, including assets of finite and indefinite life. QCC royalty payments of GBP7.69m and the MSAR(R) trade name of GBP3.10m are termed as assets having indefinite life as it is assessed that there is no foreseeable limit to the period over which the assets are expected to generate net cash inflows for the Group. The assets with indefinite life are not amortised. The remaining intangibles amounting to GBP25.90m, primarily made up of technology and know-how, are considered as finite assets and are now fully amortised. The Group does not have any internally generated intangibles.

The Group tests intangible assets annually for impairment, or more frequently if there are indications that they might be impaired. As at 30 June 2018, the QCC royalty payments asset was fully impaired and the MSAR(R) trade name asset had a net book value of GBP2.924m. For the six month period to 31 December 2018, there was no indication that the MSAR(R) trade name asset may be impaired.

As a result, the Directors concluded that no impairment is necessary for the six month period to 31 December 2018.

   7.     Available for Sale Investments 
 
 
 

At the statement of financial position date, the Group held a 20.44% share in the ordinary issued capital of Quadrise Canada Corporation ("QCC"), a 3.75% share in the ordinary issued capital of Paxton Corporation ("Paxton"), a 9.54% share in the ordinary issued capital of Optimal Resources Inc. ("ORI") and a 16.86% share in the ordinary issued capital of Porient Fuels Corporation ("Porient"), all of which are incorporated in Canada.

QCC is independent of the Group and is responsible for its own policy-making decisions. There have been no material transactions between QCC and the Group during the period or any interchange of managerial personnel. As a result, the Directors do not consider that they have significant influence over QCC and as such this investment is not accounted for as an associate.

The Group has no immediate intention to dispose of its available for sale investments unless a beneficial opportunity to realise these investments arises.

Given that there is no active market in the shares of any of above companies, the Directors have determined the fair value of the unquoted securities at 31 December 2018. The shares in each of these companies were valued at CAD $nil on 1 July 2018. Shareholder communications received during the period to 31 December 2018 indicate that the business models for each of these companies remain highly uncertain, with minimal possibility of any material value being recovered from their asset base. On that basis, the directors have determined that the investments should continue to remain valued at CAD $nil at 31 December 2018.

   8.     Related Party Transactions 

QFI defines key management personnel as the Directors of the Company. There are no transactions with Directors other than their remuneration.

   9.     Seasonality 

The operations of the Group are not affected by seasonal fluctuations.

   10.   Commitments and Contingencies 

The Group and the Company have entered into commercial leases for the rental of operational and office premises. The leases expire on 28(th) February 2019 and 25(th) March 2019, and there are no restrictions placed on the Group or Company by entering into this lease. The minimum future lease payments for the non-cancellable leases are as follows:

 
                              31 December   31 December    30 June 
                             2018 GBP'000          2017       2018 
                                                GBP'000    GBP'000 
 Operational and Office 
  premises: 
 One year                              28           106         96 
 Two to five years                      -            25          - 
 After five years                       -             -          - 
 

On 6 February 2019, the lease for commercial premises was renewed for a period of 12 months.

On 20 February 2019, the lease for the rental of office premises was renewed for a period of 3.5 years.

Minimum non cancellable lease payments arising as a result of the lease renewals totalled GBP204k.

A contingent liability of GBP45k exists as at the statement of financial position date, comprising the 25% uplift on the portion of Directors salaries and fees deferred during the period from 1 September 2017 to 31 December 2018, together with the resulting employers National Insurance contributions. This sum will be payable in the event that the Group obtains the funding necessary to progress to commercial revenues.

   11.   Events After the End of the Reporting Period 

On 21 January 2019 the Company announced that it had raised approximately GBP1.51 million in gross proceeds from an Open Offer. A total of 60,506,919 Open Offer shares were admitted for trading on 22 January 2019.

On 26 February 2019, the Company announced that it had entered into a Services Agreement with Aleph Commodities Ltd. In accordance with this agreement, up to 40 million warrants over Ordinary Shares in the Company may be awarded to Aleph provided certain key milestones are achieved.

On 6 March 2019, the Company announced that it had entered into a Representation Agreement with a consultant. In accordance with this agreement, up to 13 million warrants over Ordinary Shares in the Company may be awarded to the consultant provided certain key milestones are achieved.

   12.   Copies of the Interim Accounts 

Copies of the interim accounts are available on the Company's website at www.quadrisefuels.com and from the Company's registered office, Gillingham House, 38-44 Gillingham Street, London, SW1V 1HU.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IR BRGDXSUDBGCD

(END) Dow Jones Newswires

March 25, 2019 03:00 ET (07:00 GMT)

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