TIDMMCC

RNS Number : 4035L

Mercom Capital Plc

30 September 2016

Mercom Capital Plc

("the Company")

Final Results

Mercom Capital Plc is pleased to announce its final results for the year ended 31 March 2016. The full Report & Accounts have been sent to shareholders and will be available on the Company's website.

Chairman's Statement

I am pleased to present my Chairman's statement for Mercom Capital Plc ("the Company") for the year ended 31 March 2016.

On 29 May 2014, the Company announced a range of investments totalling GBP768,000, of which GBP400,000 was invested for a 30% interest in Lion Natural Resources Limited, an unquoted company which holds investments in two companies with projects in Sierra Leone and Kenya; GBP300,000 was invested for a 35% interest in NWT Coal Limited, an unquoted company with two coal concessions in Vietnam; and a small investment of GBP68,000 was made in 7% convertible debentures of Maverick Petroleum Ltd, an oil company with a focus in the Republic of Chad. Subsequently this latter investment was converted into 66,026 common shares in Maverick Petroleum Ltd., representing a 2% interest. During the year ended 31 March 2016, the investments in Lion Natural Resources Limited and Maverick Petroleum Ltd. were further impaired as detailed in the Investment Report. Although no further investments have yet been made, the Company is continuing the process of identifying investment opportunities which match our strategy, and of evaluating the potential profitability and risks associated with them. Despite the challenging environment in the resources sector, and particularly the current price of oil and gas, the Directors continue to believe there are opportunities to create value for shareholders.

During the year ended 31 March 2016 there were two issues of equity, and on 4 March 2016 the Company announced that its name had been changed to Mercom Capital Plc, reflecting the fact that its strategic focus had shifted to investing in assets in the natural resources and energy sectors, with a focus on oil and gas. The name change had been approved by shareholder resolution at the AGM the previous day.

The annual audited accounts accordingly show that the Group had cash reserves of GBP592,698 at 31 March 2016, after corporate expenses of GBP314,229 had been incurred during the year (2015: GBP274,623). Net cash used in operations amounted to GBP16,752 (2015: GBP108,018). Our net asset value decreased to GBP0.06 per share from GBP0.08 per share in the previous year. Net assets value at 31 March 2016 was GBP1,058,697 compared to GBP1,428,492 as at 31 March 2015. The decrease was chiefly the result of the cash used in operations and the impairment of investments totalling GBP268,632.

Since the year end, the CEO has successfully negotiated the raising of a total of GBP302,500 in equity before expenses, which will be used to increase working capital and finance additional investments. This achievement confirms the market's confidence in our strategy and in the resources sector generally.

To end on a personal note, I have decided that it is time for me to pass on the Chairman's responsibilities, and I shall not seek reelection at the coming AGM.I have enjoyed the role ever since Mercom Capital PLC (formerly Mercom Oil Sands PLC) was admitted to AIM on 29 May 2012, a period which has been both turbulent and exciting throughout the resources sector. However for the last few years (since my 70(th) birthday) I have been gradually reducing my portfolio of responsibilities and I think it is now time to bring a fresh mind to the Mercom Board. I wish my successor and fellow Directors every good fortune in the years ahead.

Dr Patrick Cross

Chairman

30 September 2016

Investment Report

Viet Energy Ltd (formerly NWT Coal Limited)

Viet Energy Ltd is an unquoted company with two coal concessions in the Bac Giang Province of Northern Vietnam.

The concessions are based in the Quang Yen Basin, which currently provides 80% of Vietnam's coal production and are just 10 kilometres apart, potentially meaning they could be linked into a single exploration area.

The company believes an estimated coal resource for the larger concession is roughly 80 million tonnes and for the smaller concession around 10 million tonnes, but the company noted that these estimates are not based on systematic exploration. To date two shafts (inclined declines), two exploration audits and numerous partially developed and semi mined parts of the concession have been completed and visited. Construction on the first decline began in February 2015 and since then an additional 9 declines are in the process of development. Various parameters regarding, size, morphology etc. of the geology and various coal seams were recorded from one of the detailed plans of the main ore body and a rough resource is being calculated (Non-JORC compliant). The exploration program is being continued with high resolution magnetic survey over the license area. The purpose of the survey was to acquire high-resolution, geophysical data to map the magnetic anomalies and geophysical characteristics of the geology and structure in an effort to map and to explore the possibility that there may be interesting magnetic showings in the adjoining ground. Hand-held Overhauser effect magnetometer is intended to be used for the field work. As of 20 August, 2015, 13200.5m of survey lines were completed. Magnetic profiles were indicated in several areas of the potential drill holes targets.

Coal samples were brought back to Canada and had been submitted to one of the country's leading coal laboratories for coal quality determination. The following specifications were requested for analysis: Relative Density, Total moisture, Proximal analysis on density fractions of 1.4, 1.6 and 1.8, CV, S and P% determination. Ash fusion temperature was also requested.

First results indicated good suitability of coal to be effectively converted into a diesel fuel.

Converting coal to a liquid fuel (CTL) - a process referred to as coal liquefaction - allows coal to be utilised as an alternative to oil. Company is experimenting with Indirect liquefaction where gasified coal to form a 'syngas' (a mixture of hydrogen and carbon monoxide). The syngas is then condensed over a catalyst - the 'Fischer-Tropsch' process - to produce high quality, ultra-clean products.

Coal to liquids has a number of benefits:

-- Coal is affordable and available worldwide enabling countries to access domestic coal reserves - and a well-supplied international market - and decrease reliance on oil imports, improving energy security;

-- Coal liquids can be used for transport, cooking, stationary power generation, and in the chemicals industry;

-- Coal-derived fuels are sulphur-free, low in particulates, and low in nitrogen oxides; and

-- Liquid fuels from coal provide ultra-clean cooking fuels, alleviating health risks from indoor air pollution.

Fuels produced from coal also have potential outside the transportation sector. In Vietnam, health impacts and local air quality concerns have driven calls for the use of clean cooking fuels. Replacing traditional biomass or solid fuels with liquefied petroleum gas (LPG) has been the focus of international aid programmes. LPG however, is an oil derivative - and is thus affected by the expense and price volatility of crude oil. Coal-derived dimethyl ether (DME) is receiving particular attention today as it is a product that holds out great promise as a domestic fuel. DME is non-carcinogenic and non-toxic to handle and generates less carbon monoxide and hydrocarbon air pollution than LPG. DME can also be used as an alternative to diesel for transport, as well as for on and off-grid power applications.

Subsequent to the year end, the Company was notified that the project will be going in to production in the first quarter of 2017, and that Viet Energy intends to pay its shareholders a dividend of 50% of its profits.

As at 31 March 2016, the Group measures this available for sale financial asset at cost of GBP300,000.

Lion Natural Resources Limited

Lion Natural Resources Limited is an unquoted company which holds investments in two companies, namely Askia Gold Limited and Advance Gold Corp.

Lion's major asset was its interest in Askia Gold Limited ("Askia"). The company's original plan was to develop an alluvial gold production project. Askia then converted its gold mining assets into testing areas for its revolutionary gold washing plants. Unfortunately, due to the difficult commodity markets during the past couple years, Askia was unable to execute its business plan, and on 21 June 2016 the company was dissolved.

Lion also has a minority interest in Advance Gold Corp. Advance Gold Corp. is an exploration stage company engaged in the evaluation and exploration of mineral property interests. Advance Gold Corp. trades on the TSX Venture Exchange under the symbol "AAX". It currently has interests in Kenya, East Africa. Like most companies in the junior resource sector, Advance Gold Corp. has struggled due to the depressed environment in the junior resource sector. As at 29 February 2016, Advance Gold Corp had $7,128 in current assets and $183,768 in current liabilities.

As at 31 March 2016, the Group recorded a full impairment of the available for sale financial asset. The impairment was recorded primarily as a result of (i) Askia being dissolved and (ii) the uncertainty of the ability of Advance Gold Corp. to continue in business.

Maverick Petroleum Ltd.

Maverick held an option to acquire the Sadiq Oil Concession which is 100 sq. km located in Western Chad, 15 miles west of Lake Chad and within the much larger Lake Chad concession block.

Due to the continuation of extremely low international oil prices, Maverick returned the option to acquire the Sadiq Oil Concession back to the Energy Ministry of the Government of Chad. Maverick holds no other assets and liabilities at this time.

As at 31 March 2016, the Group recorded a full impairment of this available for sale financial asset.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.

For further information, please contact:

 
 Mercom Capital Plc 
  John Zorbas                     001 416 504 3978 
 
   Northland Capital Partners 
   Limited 
   Nominated Adviser and 
   Broker 
   Edward Hutton / Matthew 
   Johnson                         +44 (0) 20 3861 6625 
 
   Beaufort Securities 
   Limited 
   Joint Broker 
   Elliot Hance                    +44 (0) 20 7382 8300 
 

Consolidated Statement of Comprehensive Income

 
 Group                                                              Note        2016        2015 
-----------------------------------------------------------------  -----  ----------  ---------- 
 Continuing Operations                                                           GBP         GBP 
 Expenses 
   General and administrative expenses                                       314,229     274,623 
   Exceptional item                                                    5     268,632     200,000 
-----------------------------------------------------------------  -----  ----------  ---------- 
                                       Group Loss from Operations          (582,861)   (474,623) 
 Other items 
   Investment revenue                                                              -       2,000 
-----------------------------------------------------------------  -----  ----------  ---------- 
 Loss for the year before Taxation                                     4   (582,861)   (472,623) 
 
   Taxation                                                            7           -           - 
-----------------------------------------------------------------  -----  ----------  ---------- 
 Loss for the year attributable to equity holders of the Company           (582,861)   (472,623) 
-----------------------------------------------------------------  -----  ----------  ---------- 
   Other comprehensive income                                                      -           - 
 Total comprehensive loss for the year                                     (582,861)   (472,623) 
-----------------------------------------------------------------  -----  ----------  ---------- 
 
 Loss per Ordinary share 
   Basic - continuing and total operations                            14      (0.04)      (0.04) 
   Diluted - continuing and total operations                          14      (0.04)      (0.04) 
=================================================================  =====  ==========  ========== 
 
 Company 
 Loss for the year attributable to equity holders of the Company           (582,220)   (465,390) 
-----------------------------------------------------------------  -----  ----------  ---------- 
 
    Other comprehensive income                                                     -           - 
 Total comprehensive loss for the year                                     (582,220)   (465,390) 
=================================================================  =====  ==========  ========== 
 

Consolidated Statement of Financial Position

 
                                            Note          2016          2015 
-------------------------------------  ---------  ------------  ------------ 
                                                           GBP           GBP 
 Non-current assets 
 Available for sale financial assets           9       300,000       568,632 
-------------------------------------  ---------  ------------  ------------ 
 Total non-current assets                              300,000       568,632 
-------------------------------------  ---------  ------------  ------------ 
 
 Current assets 
 Cash and cash equivalents                             592,698       609,450 
 Trade and other receivables                  10       432,109       499,900 
                 Total current assets                1,024,807     1,109,350 
-------------------------------------  ---------  ------------  ------------ 
 
 TOTAL ASSETS                                        1,324,807     1,677,982 
-------------------------------------  ---------  ------------  ------------ 
 
 LIABILITIES AND EQUITY 
 Current liabilities 
 Trade and other payables                     11       266,110       249,490 
-------------------------------------  ---------  ------------  ------------ 
 Total current liabilities                             266,110       249,490 
-------------------------------------  ---------  ------------  ------------ 
 
 Equity 
 Share capital                                13       578,028       553,213 
 Share premium                                       4,255,348     3,067,097 
 Shares to be issued reserve                                 -     1,000,000 
 Warrant reserve                                             -        62,000 
 Accumulated deficit                               (3,774,679)   (3,253,818) 
-------------------------------------  ---------  ------------  ------------ 
 Total equity                                        1,058,697     1,428,492 
-------------------------------------  ---------  ------------  ------------ 
 
 TOTAL EQUITY AND LIABILITIES                        1,324,807     1,677,982 
-------------------------------------  --------- 
 
 

Company Statement of Financial Position

 
                                         Note          2016          2015 
--------------------------------------  -----  ------------  ------------ 
                                                        GBP           GBP 
 Non-current assets 
 Investment in subsidiary undertaking       9             -             - 
 Available for sale financial assets                300,000       568,632 
--------------------------------------  -----  ------------  ------------ 
 Total non-current assets                           300,000       568,632 
--------------------------------------  -----  ------------  ------------ 
 
 Current assets 
 Cash and cash equivalents                          578,702       606,570 
 Trade and other receivables               10       453,943       509,977 
                  Total current assets            1,032,645     1,116,547 
--------------------------------------  -----  ------------  ------------ 
 
 TOTAL ASSETS                                     1,332,645     1,685,179 
--------------------------------------  -----  ------------  ------------ 
 
 LIABILITIES AND EQUITY 
 Current liabilities 
 Trade and other payables                  11       266,110       249,490 
--------------------------------------  -----  ------------  ------------ 
 Total current liabilities                          266,110       249,490 
--------------------------------------  -----  ------------  ------------ 
 
 Equity 
 Share capital                             13       578,028       553,213 
 Share premium                                    4,255,348     3,067,097 
 Shares to be issued reserve                              -     1,000,000 
 Warrant reserve                                          -        62,000 
 Accumulated deficit                            (3,766,841)   (3,246,621) 
--------------------------------------  -----  ------------  ------------ 
 Total equity                                     1,066,535     1,435,689 
--------------------------------------  -----  ------------  ------------ 
 
 TOTAL EQUITY AND LIABILITIES                     1,332,645     1,685,179 
--------------------------------------  ----- 
 
 

Consolidated Statement of Cash Flows

 
                                                                  2016        2015 
----------------------------------------------------------  ----------  ---------- 
                                                                   GBP         GBP 
 Cash flow from operating activities 
 Loss for the period before tax                              (582,861)   (472,623) 
 Adjustments for: 
 Impairment of available for sale financial assets             268,632     200,000 
 Shares issued for services rendered                                 -      82,250 
 Shares issued as settlement of debt                           213,066           - 
 Decrease in trade and other receivables                        67,791      38,560 
 Increase in trade and other payables                           16,620      43,795 
----------------------------------------------------------  ----------  ---------- 
 Cash used in operations                                      (16,752)   (108,018) 
----------------------------------------------------------  ----------  ---------- 
 
 Cash flow from investing activities 
 Purchase of available for sale financial assets                     -   (700,000) 
 Net cash used in investing activities                               -   (700,000) 
----------------------------------------------------------  ----------  ---------- 
 
 Decrease in cash and cash equivalents                        (16,752)   (808,018) 
 Cash and cash equivalents at the beginning of the period      609,450   1,417,468 
----------------------------------------------------------  ----------  ---------- 
 
 Cash and cash equivalents at the end of the period            592,698     609,450 
----------------------------------------------------------  ----------  ---------- 
 

Company Statement of Cash Flows

 
                                                                  2016        2015 
----------------------------------------------------------  ----------  ---------- 
                                                                   GBP         GBP 
 Cash flow from operating activities 
 Loss for the period before tax                              (582,220)   (465,390) 
 Adjustments for: 
 Impairment of investments                                     268,632     200,000 
 Shares issued for services rendered                                 -      82,250 
 Shares issued as settlement of debt                           213,066           - 
                   Decrease in trade and other receivables      56,034     445,207 
 Increase in trade and other payables                           16,620      43,795 
----------------------------------------------------------  ----------  ---------- 
 Cash (used in)/ generated from operations                    (27,868)     305,862 
----------------------------------------------------------  ----------  ---------- 
 
 Cash flow from investing activities 
 Purchase of available for sale financial assets                     -   (700,000) 
----------------------------------------------------------  ----------  ---------- 
 Net cash used in investing activities                               -   (700,000) 
----------------------------------------------------------  ----------  ---------- 
 
 
 Decrease in cash and cash equivalents                        (27,868)   (394,138) 
 Cash and cash equivalents at the beginning of the period      606,570   1,000,708 
----------------------------------------------------------  ----------  ---------- 
 
 Cash and cash equivalents at the end of the period            578,702     606,570 
----------------------------------------------------------  ----------  ---------- 
 

Consolidated and Company Statements of Changes in Equity

 
Group                 Share capital  Share premium  Shares to be issued  Warrant reserve  Retained earnings      Total 
                                GBP            GBP                  GBP              GBP                GBP        GBP 
--------------------  -------------  -------------  -------------------  ---------------  -----------------  --------- 
As at 31 March 2014         551,840      2,986,120            1,000,000           62,270        (2,781,365)  1,818,865 
--------------------  -------------  -------------  -------------------  ---------------  -----------------  --------- 
 
  Shares issued in 
   year                       1,373         80,977                    -                -              (100)     82,250 
  Warrants expired 
   in year                        -              -                    -            (270)                270          - 
Total comprehensive 
 loss for the year                -              -                    -                -          (472,623)  (472,623) 
--------------------  -------------  -------------  -------------------  ---------------  -----------------  --------- 
 
As at 31 March 2015         553,213      3,067,097            1,000,000           62,000        (3,253,818)  1,428,492 
--------------------  -------------  -------------  -------------------  ---------------  -----------------  --------- 
 
  Shares issued in 
   year                      14,817      1,198,249          (1,000,000)                -                  -    213,066 
  Share 
   reclassification*          9,998        (9,998)                    -                -                  -          - 
  Warrants expired 
   in year                        -              -                    -         (62,000)             62,000          - 
Total comprehensive 
 loss for the year                -              -                    -                -          (582,861)  (582,861) 
--------------------  -------------  -------------  -------------------  ---------------  -----------------  --------- 
 
As at 31 March 2016         578,028      4,255,348                    -                -        (3,774,679)  1,058,697 
--------------------  -------------  -------------  -------------------  ---------------  -----------------  --------- 
 
 
Company                       Share  Share premium  Shares to be issued          Warrant  Retained earnings      Total 
                            capital                                              reserve 
                                GBP            GBP                  GBP              GBP                GBP        GBP 
--------------------  -------------  -------------  -------------------  ---------------  -----------------  --------- 
 
As at 31 March 2014         551,840      2,986,120            1,000,000           62,270        (2,781,401)  1,818,829 
--------------------  -------------  -------------  -------------------  ---------------  -----------------  --------- 
 
  Shares issued in 
   year                       1,373         80,977                    -                -              (100)     82,250 
  Warrants expired 
   in year                        -              -                    -            (270)                270          - 
Total comprehensive 
 loss for the year                -              -                    -                -          (465,390)  (465,390) 
--------------------  -------------  -------------  -------------------  ---------------  -----------------  --------- 
 
As at 31 March 2015         553,213      3,067,097            1,000,000           62,000        (3,246,621)  1,435,689 
--------------------  -------------  -------------  -------------------  ---------------  -----------------  --------- 
 
  Shares issued in 
   year                      14,817      1,198,249          (1,000,000)                -                  -    213,066 
  Share 
   reclassification*          9,998        (9,998)                    -                -                  -          - 
  Warrants expired 
   in year                        -              -                    -         (62,000)             62,000          - 
Total comprehensive 
 loss for the year                -              -                    -                -          (582,220)  (582,220) 
--------------------  -------------  -------------  -------------------  ---------------  -----------------  --------- 
 
As at 31 March 2016         578,028      4,255,348                    -                -        (3,766,841)  1,066,535 
--------------------  -------------  -------------  -------------------  ---------------  -----------------  --------- 
 

* The reclassification is to correct the allocation between share capital and share premium for shares issued in prior years. This has no effect on the number of shares in issue and is not considered that a prior period adjustment is required.

Notes to the Consolidated Financial Statements

   1.   BASIS OF PRESENTATION 

Basis of presentation and statement of compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and as adopted by the European Union.

Basis of consolidation

The Group financial statements include the financial statements of the Company and its subsidiary undertaking Mercom Oil Sands Canada Inc., a company incorporated in Canada. The results of subsidiary undertakings sold or acquired are included in the Consolidated Statement of Comprehensive Income up to, or from the date control passes. Intra group sales and profits are eliminated fully on consolidation.

Functional currency

The presentational and functional currency of the Group and Company is U.K Sterling.

Significant accounting estimates and judgments

The preparation of these financial statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these judgments and estimates. The financial statements include judgments and estimates which, by their nature, are uncertain. The impacts of such judgments and estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognised in the period in which the estimate is revised and the revision affects both current and future periods.

Significant assumptions about the future and other sources of judgments and estimates that management has made at the statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

   --     The accounting treatment of the available for sale financial assets; 
   --     The valuation of available for sale financial assets; 
   --     The valuation of trade and other receivables; and 

-- The judgment that significant influence is not exercised by the Group over any of the investments as detailed in note 9.

Going concern

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to a going concern, which assume that the Group will be able to realise its assets and discharge its liabilities in the normal course of operations. The Group has no current source of operating revenues and its capacity to operate as a going concern in the near-term will likely depend on its ability to continue raising equity or debt financing. There can be no assurance that the Group will be able to continue to raise funds in which case the Group may be unable to meet its obligations. Should the Group be unable to realise on its assets and discharge its liabilities in the normal course of business, the net realisable value of its assets may be materially less than the amounts recorded in the Consolidated and Company Statements of Financial Position.

The Directors consider that given the level of expenses the Group expects to incur and the significant cash reserves held by the Group will be sufficient to continue in operation and meet its liabilities as they fall due for a period of no less than twelve months from the date of approval of these financial statements.

The financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Group be unable to continue in operation.

2. SIGNIFICANT ACCOUNTING POLICIES

Investments

Investments in subsidiaries, associates and joint ventures, and other investments are presented in the Parent Company financial statements at cost, less any necessary provision for impairment.

Associates

Associates are entities over which the Group exercises significant influence but does not exercise control. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost, which includes goodwill identified on acquisition, net of any accumulated impairment loss. The Group's share of its associate's profits or losses after acquisition of its interest is recognised in profit or loss and cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Where the Group's share of losses of an associate equals or exceeds the carrying amount of the investment, the Group only recognises further losses where it has incurred obligations or made payments on behalf of the associate.

Entities where the Group has a holding of 20% or more but does not exercise significant influence are accounted for as available for sale financial assets. Significant influence is not therefore considered to be exercised

In respect of the available for sale financial assets detailed in note 9 in all cases the Company has no right to appoint directors and has no ability to influence the strategic and operational decisions taken.

Financial assets

Available for sale financial assets consist of equity investments in other companies or limited partnerships where the Group does not exercise either control or significant influence.

Available for sale financial assets are shown at fair value at each reporting date with changes in fair value being shown in Other Comprehensive Income, or at cost less any necessary provision for impairment where a reliable estimate of fair value is not able to be determined. In cases where the Group can reliably estimate fair value of the available for sale financial assets, fair value is determined in reference to practical completion of each development project.

All assets 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.

The valuation technique applied to the available for sale financial assets in the current period is a Level 3 technique.

Corporation tax

Corporation tax on the profit or loss for the period presented comprises current and deferred tax. Corporation tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the period end.

Deferred tax is recorded using the asset and liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not-deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the period end date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. To the extent that the Group does not consider it probable that a future tax asset will be recovered, the tax asset is not recognised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Cash and cash equivalents

Cash and cash equivalents consist of cash on deposit with banks and short-term interest-bearing investments with maturities of 90 days or less from the original date of acquisition. Cash and cash equivalents are recorded at fair value and changes in fair value would be reflected in the Consolidated Statement of Comprehensive Income.

Warrants

Warrants issued are accounted for using the fair value method and result in share issue costs and a credit to the warrants reserve when the warrants are issued. When warrants are exercised, the corresponding warrant fair value and the proceeds received by the Group are credited to share capital. When warrants expire, the corresponding fair value is credited to the accumulated deficit.

Loss per share

Basic loss per share is calculated using the weighted average number of shares outstanding. Diluted loss per share assumes that any proceeds from the exercise of dilutive stock options and warrants would be used to repurchase Ordinary shares at the average market price during the period, with the incremental number of shares being included in the denominator of the diluted earnings per share calculation.

During the year ended 31 March 2016, all issued and outstanding warrants and options were anti-dilutive and were excluded from the diluted loss per share calculations.

Foreign currency translation

The functional and presentational currency of the Group is U.K Sterling. Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on dates of transactions. At each period end date monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to U.K Sterling at the exchange rate at that date. Foreign exchange differences arising on translation are recognised in the Consolidated Statement of Comprehensive Income. Non-monetary assets and liabilities that are measured at historical cost are translated using the exchange rate at the date of the transaction.

Impairment of assets

At each period end date, assets are reviewed for impairment if there is any indication that the carrying amount may not be recoverable. If any such indication is present, the recoverable amount of the asset is estimated in order to determine whether impairment exists. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Any intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

An asset's recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amount. Impairment is recognised immediately as additional depreciation. Where an impairment subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount but only to the extent that this does not exceed the carrying value that would have been determined if no impairment had previously been recognised. A reversal is recognised as a reduction in the depreciation charge for the period.

Share issue costs

Costs incurred for the issue of Ordinary shares are deducted from the share premium arising on that issue.

Revenue recognition

Revenue from the sale of petroleum and natural gas is recognised when the risks and rewards of ownership pass to the purchaser, including delivery of the product, the selling price is fixed or determinable and collection is reasonably assured. Oil and natural gas royalty revenue is recognised when received.

Financial Instruments

Financial assets

The Group classifies its financial assets into one of the following categories, 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 - This category comprises derivatives, or assets acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the Consolidated and Company Statements of Financial Position at fair value with changes in fair value recognised in the Consolidated Statement of Comprehensive Income.

Loans and receivables - These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default.

Held-to-maturity investments - These assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group's management has the positive intention and ability to hold to maturity. These assets are measured at amortised cost using the effective interest method. If there is objective evidence that the investment is impaired, determined by reference to external credit ratings and other relevant indicators, the financial asset is measured at the present value of estimated future cash flows. Any changes to the carrying amount of the investment, including impairment losses, are recognised in the Consolidated Statement of Comprehensive Income.

Available-for-sale - Non-derivative financial assets not included in the above categories are classified as available-for-sale. They are carried at fair value with changes in fair value recognised directly in equity. Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment, the amount of the loss is removed from equity and recognised in profit or loss.

All financial assets except for those at fair value through profit or loss are subject to review for impairment at least at each reporting date. Financial assets are impaired when there is any objective evidence that a financial asset or a group of financial assets is impaired. Different criteria to determine impairment are applied for each category of financial assets, which are described above.

Financial liabilities

The Group classifies its financial liabilities into one of two categories, 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 - This category comprises derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the Consolidated and Company Statements of Financial Position at fair value with changes in fair value recognised in the Consolidated Statement of Income.

Other financial liabilities - This category includes promissory notes, amounts due to related parties and accounts payables and accrued liabilities, all of which are recognised at amortised cost.

The Group's financial instruments consist of the following:

Financial assets: Classification:

Cash and cash equivalents Loans and receivables

Other receivables Loans and receivables

Financial liabilities: Classification:

Accounts payable and accrued liabilities Other financial liabilities

During the year ended 31 March 2016 the Group adopted a number of new IFRS standards, interpretations, amendments and improvements to existing standards. These new standards and changes did not have any material impact on the Company's financial statements.

The following new standards, amendments to standards or interpretations are mandatory for the Group for the first time for the financial year beginning 1 April 2016, but are not currently considered to be relevant to the Group (although they may affect the accounting for future transactions and events):

-- IAS16 (Amended), 'Property, Plant and Equipment' and IAS 38 (Amended), 'Intangible Assets', issued in May 2014 and effective from 1 April 2016. These amendments clarify that a depreciation method that is based on revenue that is generated by an activity that includes the use of an asset is not appropriate for property, plant and equipment. There is also a rebuttable presumption that an amortisation method that is based on the revenue generated by an activity that includes the use of an intangible asset is inappropriate.

-- IFRS11 (Amended), 'Joint Arrangements', effective for periods beginning on or after 1 April 2016 requires an acquirer of an interest in a joint operation in which the activity constitutes a business to apply all of the business combinations accounting principles in IFRS3 and all other IFRSs.

-- IAS27 (Amended), 'Separate Financial Instruments', issued in August 2014 and effective 1 April 2016 permits investments in subsidiaries, joint ventures and associates to be optionally accounted using the equity method in separate financial statements.

The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year beginning 1April 2016 and have not been early adopted:

-- IFRS9, 'Financial Instruments', effective for periods commencing on or after 1 January 2018 but not yet adopted by the EU. This is final version of the project to replace IAS39 'Financial Instruments: Recognition and Measurement'.

-- IFRS15, 'Revenue from Contracts with Customers', effective for periods commencing on or after 1 January 2018 but not yet adopted by the EU. This standard focuses on a principles based model which is to be applied to all contracts with customers.

-- IFRS16, 'Leases', effective for periods commencing on or after 1 January 2019 but not yet adopted by the EU. The standard provides a single lessee accounting model, requiring lessees to recognise assets unless the lease term is twelve months or less or the underlying asset has a low value.

-- IAS12 (Amended), 'Income Taxes', effective for periods commencing on or after 1 January 2017 but not yet adopted by the EU. This amendment relates to the recognition of deferred tax assets for unrealised losses and clarifies that estimations for future taxable profits exclude tax deductions arising from the reversal of temporary differences.

3. CAPITAL AND FINANCIAL RISK MANAGEMENT

The capital of the Group consists of shareholders' equity. The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to pursue the development of its financial assets and to maintain optimal returns to shareholders and benefits for other stakeholders.

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Group may attempt to issue new shares or debt, dispose of assets, or adjust the amount of cash and cash equivalents.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Group, is reasonable. There were no changes in the Group's approach to capital management during the year ended 31 March 2016. The Group is not subject to externally imposed capital requirements.

Credit risk

All the Group's cash and cash equivalents are held with well-known and established financial institutions. As such, management considers credit risk related to these financial assets to be minimal. The Group's maximum credit risk exposure is limited to the carrying value of its cash and subscriptions receivable. At 31 March 2016 the Group had no material amounts deemed to be uncollectible.

Commodity price risk

Commodity price risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in oil and natural gas commodity prices. The nature of the Group's operations will result in exposure to fluctuations in commodity prices. The Group is currently in its development stage and as such the exposure to fluctuations in commodity prices is not actively managed. In the future, the Group may use commodity price contracts to manage exposure to fluctuations in pricing.

Interest rate risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Group does not have a material exposure to this risk as there are no outstanding debt facilities.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they come fall. The Group ensures, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, without incurring unacceptable losses or harm to the Group's reputation.

The Group utilises authorisation for expenditures to further manage capital expenditures and attempts to match its payment cycle with available cash resources.

Foreign currency risk

The Group is exposed to foreign currency fluctuations on its cash which is denominated in U.K. Sterling and Canadian Dollars.

4. LOSS FOR THE YEAR BEFORE TAXATION

 
                                           2016     2015 
                                            GBP      GBP 
 
 Loss for the year before 
  taxation is stated after 
  charging: 
 Shares issued for services 
  and settlement of debt                213,066   82,250 
 Foreign exchange 
  gain                                    (284)     (80) 
-------------------------------------  --------  ------- 
 
 Fees payable to the Company's 
  auditors for: 
   - the audit of the Company's 
    annual accounts                      18,615   17,250 
 
     Total audit 
      fees                               18,615   17,250 
-------------------------------------  --------  ------- 
 
 Fees payable to the Company's 
  auditors for: 
   - taxation compliance 
    services                              1,385    1,345 
   - other services                           -        - 
--------------------------------       --------  ------- 
 
     Total other 
      fees                                1,385    1,345 
-------------------------------------  --------  ------- 
 

5. EXCEPTIONAL ITEM

 
                                     2016      2015 
                                      GBP       GBP 
 
 Impairment of available 
  for sale financial assets       268,632   200,000 
-------------------------------  --------  -------- 
 

The exceptional item in the year relates to an impairment of the Group's investments in Lion Natural Resources Limited of GBP200,000 (2015: GBP200,000) and Maverick Petroleum Ltd of GBP68,632 (2015: GBPnil).

The impairment of the investment in Lion Natural Resources Limited in the year is a result of (i) Askia Gold Limited being dissolved and (ii) the uncertainty of the ability of Advance Gold Corp. to continue in business, both being underlying investments of Lion Natural Resources Limited. The impairment of Maverick Petroleum Ltd is due to Maverick returning the option to acquire the Sadiq Oil Concession.

   6.             EMPLOYEES 
 
                                                                      2016      2015 
                                                                    Number    Number 
 
 
 The average weekly number of employees 
  (including Directors) during the 
  year was: 
 Management                                                              3         3 
----------------------------------------------------------------  --------  -------- 
 
 There were no staff costs in the year except 
  for those described below in respect of the 
  Directors. 
 
 Key management personnel are those persons having 
  the authority and responsibility for planning, 
  controlling and directing the activities of 
  the Group. In the opinion of the Board, the 
  Group's key management personnel are the Directors 
  of the Company and information regarding their 
  remuneration is provided below. 
 
 Remuneration in respect of the 
  Directors was as follows:                                           2016      2015 
                                                                       GBP       GBP 
 Aggregate emoluments (including 
  benefits in kind)                                                      -         - 
 Fees                                                              180,000   176,500 
------------------------------------------------------  ---  ---  --------  -------- 
 
                                                                   180,000   176,500 
-----------------------------------------  ------  ---  ---  ---  --------  -------- 
 
 Remuneration for each Director 
  (including benefits in kind)                                        2016      2015 
                                                                       GBP       GBP 
 K.Appleby                                                          36,000    24,000 
 Dr P.H.Cross                                                       24,000    24,000 
 A.E. Taubi (resigned 
  16 May 2014)                                                           -     7,500 
 J.Zorbas                                                          120,000   121,000 
 
                                                                   180,000   176,500 
 ---  -------  ---  ---                                           --------  -------- 
 
 On 23 May 2012 Dr P.H. Cross entered into a 
  letter of appointment with the Company under 
  which 
  Dr P.H. Cross agreed to act as non-executive 
  Chairman for a fee of GBP2,000 per month for 
  an initial period of three years. 
 
  On 29 May 2012 K. Appleby and CFO Advantage 
  Inc. entered into a consultancy agreement with 
  the Company under which CFO Advantage Inc. agreed 
  to provide the services of K. Appleby as Finance 
  Director for a fee of GBP2,000 per month for 
  an initial period of three years. 
 
  On 29 May 2012 A.E. Taubi entered into a letter 
  of appointment with the Company under which 
  A.E. Taubi agreed to act as a non-executive 
  Director for a fee of GBP1,250 per month for 
  an initial period of three years. On 
  16 May 2014 A.E. Taubi resigned as a Director. 
 
  On 19 April 2013 J. Zorbas and Zorpcorp Capital 
  Holdings Inc. entered into an agreement with 
  the Company under which Zorpcorp Capital Holdings 
  Inc. agreed to provide the services of J. Zorbas 
  as Chief Executive Officer. On 1 April 2014 
  the Board agreed to commence paying Zorpcorp 
  Capital Holdings Inc. a fee of GBP10,000 per 
  month for these services. 
 In the current year the Company was charged 
  an additional GBP12,000 fee by CFO Advantage 
  Inc. for services provided by K. Appleby. The 
  time spent on matters was beyond normal expectations 
  of Board members and compensation was measured 
  at the value the Company would have had to pay 
  other individuals or entities in order to obtain 
  these services. 
 The amounts above include remuneration 
  in respect of the highest paid Director 
  as follows: 
                                                                      2016      2015 
                                                                       GBP       GBP 
 Fees                                                              120,000   121,000 
--------------------------------------------------  ---  -------  --------  -------- 
 
 
   7.             TAXATION 
 
 Taxation                                      2016        2015 
                                                GBP         GBP 
 (a) Analysis 
  of charge in 
  year 
    Current tax: 
    Corporation tax                               -           - 
---------------------------------        ----------  ---------- 
 Total current 
  tax                                             -           - 
-------------------------------          ----------  ---------- 
 
 (b) Factors affecting the tax 
  charge for the year 
 The tax assessed for the year is lower than 
  the standard rate of corporation tax in the 
  UK of 20% (2015: 21%). 
 The differences are 
  explained below: 
                                               2016        2015 
                                                GBP         GBP 
 Loss on ordinary activities 
  before tax                              (582,861)   (472,623) 
---------------------------------        ----------  ---------- 
 
 Loss on ordinary activities multiplied by the 
  standard rate of corporation tax of 
 20% (2015:21%)                           (116,572)    (99,251) 
 
 Effects of: 
 Expenses not deductible 
  for tax purposes                           53,854      56,476 
 Loss carried 
  forward                                    62,718      42,775 
 
 
 Current tax charge 
  for the year                                    -           - 
---------------------------------        ----------  ---------- 
 
 (c) Factors that may affect future tax charges 
 
 No deferred tax asset has been recognised on 
  losses carried forward in the Company due to 
  the uncertainty of the timing of taxable profits. 
 
 

8. LOSS OF THE PARENT COMPANY

 
 As permitted by section 408 of the Companies 
  Act 2006, the profit or loss element of the 
  Parent Company Statement of Comprehensive Income 
  is not presented as part of these financial 
  statements. The Group loss for the financial 
  period of GBP582,861 (2015 - GBP472,623) includes 
  a loss of GBP582,220 (2015 - GBP465,390), which 
  was dealt with in the financial statements of 
  the Company. 
 
   9.    INVESTMENTS 

Group

a) Available for sale financial assets

 
                             GBP 
 Cost 
 At 1 April 2015         768,632 
 Additions                     - 
 31 March 2016           768,632 
 ----------------------  ------- 
 
 Impairment 
 At 1 April 2015         200,000 
 Impairment in year      268,632 
 At 31 March 2016        468,632 
 ----------------------  ------- 
 
 Net book value 
 31 March 2016           300,000 
 ----------------------  ------- 
 31 March 2015           586,632 
 ----------------------  ------- 
 
 

The cost represents investments in the following companies:

 
                               County   Holding  Proportion     Nature of business 
                     of Incorporation                  held 
Lion Natural                  England  Ordinary         30%     Direct exploration 
 Resources                    & Wales                              and development 
 Limited                                                      of natural resources 
NWT Coal Limited               Cyprus  Ordinary         35%     Direct exploration 
                                                                   and development 
                                                              of natural resources 
Maverick Petroleum           Republic  Ordinary          2%    Direct and indirect 
 Ltd.                   of Seychelles                              exploration and 
                                                                    development of 
                                                                 natural resources 
 

The impairment in the year is in respect of Lion Natural Resources Limited and Maverick Petroleum Ltd., as detailed in note 5.

The accounting treatment of the investments in Lion Natural Resources Limited and NWT Coal Limited as available for sale financial assets and not as associates is detailed in note 1. These investments are measured at cost less impairment as also detailed in note 1 as it is not possible to reliably measure a fair value.

 
 Company 
 
 b) Available for sale financial 
  assets 
                                           GBP 
 Cost 
 At 1 April 2015                       768,632 
 Additions                                   - 
 31 March 2016                         768,632 
 -----------------------------------  -------- 
 
 Impairment 
 At 1 April 2015                       200,000 
 Impairment in year                    268,632 
 At 31 March 2016                      468,632 
 -----------------------------------  -------- 
 
 Net book value 
 31 March 2016                         300,000 
 -----------------------------------  -------- 
 31 March 2015                         568,632 
 -----------------------------------  -------- 
 

The above investments represent the investments as detailed in the Group note a) as detailed above.

 
 
  c) Investment in subsidiary 
   undertakings 
 
  The Company has a shareholding in the following 
   company incorporated in Canada: 
 
  Subsidiary undertakings            Holding    Proportion 
                                                      held          Nature 
                                                               of Business 
 
  Mercom Oil Sands Canada      Common shares          100%      Investment 
   Inc.                             (Nil Par                       company 
                                      Value) 
 

10. TRADE AND OTHER RECEIVABLES

 
                              Group     Group   Company   Company 
                               2016      2015      2016      2015 
                                GBP       GBP       GBP       GBP 
 
 Amounts owed by group 
  undertakings                    -         -   453,943   509,977 
 Other receivables          432,109   499,900         -         - 
                           --------  --------  --------  -------- 
                            432,109   499,900   453,943   509,977 
                           ========  ========  ========  ======== 
 
 On 10 January 2013, the Group entered in to a 
  contract to purchase 20,000 cubic meters of Gasoil 
  at a price of US$775 per cubic meter. On entering 
  the contract the Group paid a refundable deposit 
  of GBP499,900. If the Group chooses not to perform 
  on the contract, the deposit will be refunded. 
  The contractor, at their sole discretion, has 
  the right to impose a 2.25% fee for any amounts 
  refunded for non-performance. 
 
  The contract was extended to 1 July 2016 and the 
  deposit was refunded in full in August 2016 less 
  the non-performance fee. 
 

11. TRADE AND OTHER PAYABLES

 
                             Group     Group   Company   Company 
                              2016      2015      2016      2015 
                               GBP       GBP       GBP       GBP 
 Trade payables            124,110   178,990   124,110   178,990 
 Accruals and deferred 
  income                   142,000    70,500   142,000    70,500 
                          --------  --------  --------  -------- 
                           266,110   249,490   266,110   249,490 
                          ========  ========  ========  ======== 
 

12. RELATED PARTY TRANSACTIONS AND BALANCES

 
   The Group's and Company's related parties, as 
    defined by International Accounting Standard 
    24 (revised), the nature of the relationship 
    and the amount of transactions with them during 
    the year ended 31 March 2016 were as follows: 
    The Group and Company were charged GBP36,000 
    (2015: GBP24,000) in consulting fees by CFO Advantage 
    Inc., a company that is controlled by K. Appleby 
    (Finance Director). As at 31 March 2016 the Group 
    and Company owed CFO Advantage Inc. GBP28,396 
    (2015: GBP12,000). 
   The Group and Company were charged GBPnil (2015: 
    GBP7,500) in consulting fees by AT Investments 
    SA, a company of which A.E. Taubi (former Non-executive 
    Director) was a director. At 31 March 2016 the 
    Group and Company owed AT Investments SA GBPnil 
    (2015: GBPnil). E. E. Taubi resigned on 16 May 
    2014. 
 
    The Group and Company were charged GBP24,000 
    (2015: GBP24,000) in consulting fees by Dr P.H. 
    Cross (Non-executive Chairman). As at 31 March 
    2016, the Group and Company owed Dr. P.H. Cross 
    GBP16,000 (2015: GBP16,363). 
 
    The Group and Company were charged GBP121,000 
    (2015: GBP120,000) in consulting fees by J. Zorbas 
    (Chief Executive Officer and incurred expenses 
    on behalf of the Group of GBPnil (2015 - GBP1,150). 
    As at 31 March 2016, the Group and the Company 
    owed J. Zorbas GBP114,000 (2015: GBPnil). 
 

13. SHARE CAPITAL

 
     a) Shares authorised 
      On 16 July 2014 the Company consolidated its 
      share capital so that every 50 Ordinary shares 
      of GBP0.001 in the issued share capital of 
      the Company was consolidated into one Ordinary 
      share of GBP0.05 (New Ordinary share). Each 
      New Ordinary share would have the same rights 
      and would be subject to the same restrictions 
      as an Ordinary share. Following the consolidation 
      the New Ordinary shares were sub divided into 
      one Ordinary share of GBP0.001 and one Deferred 
      share of GBP0.049. 
      b) Ordinary shares issued 
      Called up, allotted and fully paid: 
                                              2016      2015 
                                               GBP       GBP 
     17,526,773 (2015 - 12,509,593) 
      Ordinary shares of GBP0.001           17,527    12,510 
     11,438,797 (2015 - 11,238,797) 
      Deferred shares of GBP0.049          560,501   540,703 
 --------------------------------------  ---------  -------- 
                                           578,028   553,213 
 
  The Company issued shares in the year as follows: 
       (i) On 6 May 2015, the Company issued 3,034,886 
        Ordinary shares of GBP0.001 each at GBP0.04625 
        to settle fees owed Dr P.H. Cross and J Zorbas. 
 
        (ii) On 15 October 2015, the Company issued 
        1,258,879 Ordinary shares of GBP0.001 each 
        at GBP0.03904 to settle fees owed to certain 
        consultants. 
 
        (iii) On 15 October 2015, the Company issued 
        523,415 Ordinary shares of GBP0.001 each at 
        GBP0.03904 to settle fees owed to K. Appleby. 
      The 200,000 Ordinary shares of GBP0.001 each 
       and 200,000 Deferred shares of GBP0.049p each 
       held in the shares to be issued reserve were 
       issued on 28 January 2016. 
 
 
      c) Share purchase warrants 
       The following summarises the share purchase 
       warrants as at 31 March 2016: 
                                    Warrants          Value 
                                 outstanding            GBP 
 ---------------------------   -------------  ------------- 
  Balance at 31 March 2014           160,000         62,270 
  Expired 15 February 2015         (140,000)          (270) 
 ---------------------------   -------------  ------------- 
 
  Balance at 31 March 2015            20,000         62,000 
 ---------------------------   -------------  ------------- 
 
  Expired 29 May 2016               (20,000)       (62,000) 
  Balance at 31 March 2016                 -              - 
 
 

The fair value of the warrants issued during the year ended 31 March 2014, was estimated at GBP62,000 using the Black-Scholes option pricing model with the following assumptions:

Risk free interest rate 1.08 %

Expected dividend yield nil

Expected volatility 100 %

Expected life 3 years

The exercise price of these warrants was GBP0.10; the warrants expired on 29 May 2015. No warrants were issued during the year ended 31 March 2016.

All the warrants in issue have expired during the year ended 31 March 2016 as detailed above.

   d)                      Share options 

On 16 July 2014 the Company granted an option to J. Zorbas, the Company's Chief Executive Officer, to subscribe at any time during a 10 year period from the date of grant for 100,049 (pre-consolidation) Ordinary shares at an exercise price of 0.1p per share (pre consolidation price). J. Zorbas exercised this option and 100,049 Ordinary shares were issued on 16 July 2014 by the Company credited as fully paid.

The fair value of these options issued during the year ended 31 March 2015, was estimated at GBPnil using the Black-Scholes option pricing model with the following assumptions:

   Risk free interest rate                                           2.20 % 
   Expected dividend yield                                             nil 
   Expected volatility                                                100 % 
   Expected life                                                         0 years 

Option pricing models require the input of subjective assumptions regarding the expected volatility. Volatility is difficult to ascertain given that the company is still in the development stage, therefore it has been set at 100%. Changes in assumptions can materially affect the estimate of fair value, and therefore, the use of the Black-Scholes option pricing model, as required by IFRS, may not provide a realistic measure of the fair value of the Company's warrants and share options at the date of issue.

14. LOSS PER ORDINARY SHARE

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of Ordinary shares in issue during the year.

 
                                                                 2016            2015 
 Loss attributable to equity holders of the Company     GBP (582,861)   GBP (472,623) 
 
 Weighted average number of Ordinary shares in issue       16,208,363      11,474,777 
-----------------------------------------------------  --------------  -------------- 
 Basic loss per share                                      GBP (0.04)      GBP (0.04) 
-----------------------------------------------------  --------------  -------------- 
 

Diluted loss per share is calculated by adjusting the weighted average number of Ordinary shares in issue to assume the conversion of all dilutive potential ordinary shares at the start of the period. The Company's dilutive potential Ordinary shares arise from warrants. In respect of the warrants a calculation is performed to determine the number of shares that could have been acquired at fair value, based upon the monetary value of the subscription rights attached to the outstanding warrants. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the warrants.

 
                                                                                                2016           2015 
 Loss attributable to equity holders of the Company                                     GBP(582,220)   GBP(465,390) 
 
 Weighted average number of Ordinary shares in issue                                      16,208,363     11,474,777 
 Dilutive warrants                                                                                 -              - 
-------------------------------------------------------------------------------------  -------------  ------------- 
 Weighted average number of Ordinary shares used to determine diluted loss per share      16,208,363     11,474,777 
 Diluted loss per share                                                                   GBP (0.04)     GBP (0.04) 
-------------------------------------------------------------------------------------  -------------  ------------- 
 

There were no potentially dilutive warrants as the exercise price exceeded the average market price of the Ordinary shares during the period. Any potentially dilutive Ordinary shares would have been anti-dilutive because the Group was loss-making.

15. ULTIMATE CONTROLLING PARTY

In the opinion of the Directors there is no ultimate controlling party.

16. SUBSEQUENT EVENTS

On 20 July 2016 the Company closed a financing of GBP227,500 before expenses through the placing of 9,100,000 Ordinary Shares of 0.1p each (the "Placing Shares") at a price of 2.5p per Placing Share (the "Placing") with new shareholders, together with the issue of warrants over Ordinary Shares on the basis of one warrant for every two Placing Shares exercisable at a price of 5p per share for a period of six months from admission of the Placing Shares to trading on AIM.

In addition, two directors of the Company, J. Zorbas and K. Appleby, subscribed for a total of 3,000,000 Ordinary shares on the same terms. These shares have not been issued at the date of signing of these financial statements

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR SDWFISFMSEFU

(END) Dow Jones Newswires

September 30, 2016 11:24 ET (15:24 GMT)

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