DG Innovate PLC Interim Results

RNS Number : 1258G

DG Innovate PLC

30 September 2024

 

30 September 2024

 

DG Innovate plc

 

("DG Innovate", the "Company", or the "Group")

 

Interim results for the six months ended 30 June 2024

 

DG Innovate (LSE: DGI), the advanced research and development company developing pioneering solutions in sustainable mobility and energy storage, announces the Company's unaudited interim results for the six months ended 30 June 2024.

 

Chief Executive's Report

 

We continued to make excellent progress on the development of our electric mobility and energy storage technologies during the first half of 2024. By the end of January we had highlighted the breadth of commercial opportunities for our Pareta^® drive technology with the news that "Approval in Principle" had been received from Lloyd's Register for its use in marine vessels, as well as signing a Joint Development Agreement with a tier one commercial vehicle components company to jointly develop systems for heavy goods vehicles. Post period end, in July initial prototypes were delivered to the partner in the latter project, with our technical team now supporting testing at the partner's facility.

 

In March, we entered into a Memorandum of Understanding ("MoU") with EVage Automotive Pvt. Limited ("EVage"), an Indian electric vehicle maker and automotive technology company. Work continues to conclude the proposed establishment of the associated joint venture in India to manufacture and supply a range of our Pareta® e-drives, and technical specifications for the first motors to be produced there are now being finalised. We continue to target production during 2025.

 

In May we raised £786,500 through a placing with new and existing investors to continue to fund our commercialisation journey. Post period end, in September, we announced a further fundraising which is expected to ultimately raise in excess of £800,000 on the conclusion of a subscription by certain members of the Company's management team, post the publication of these interim results and the end of the associated close period. We believe this clearly underpins the team's belief in DGI's technology and prospects. 

 

June saw a major shift within the Company's management team, as our founder and former CTO Martin Boughtwood departed DGI, and we appointed ex-Tesla electric motor design engineer Pierre Pellerey to the same position. Pierre's motor designs are in more than 3 million electric vehicles worldwide, and the Board believes he is the perfect candidate to get DGI's products to market. 

 

We also welcomed Sir Michael Fallon and Mark Carleton as Non-Executive Directors in June and (post-period end) July respectively. We believe their impressive credentials lend further credibility to DGI and that their experience will be a major asset to the Board. We also bid farewell to our Non-Executive Chairman Nick Tulloch and Non-Executive Director Peter Tierney, formerly CEO. We remain extremely grateful for their contributions to the Company. 

 

We look forward to updating shareholders further in due course.

 

Peter Bardenfleth Hansen

Chief Executive Officer

 

 

Financial Review

 

For the six months to 30 June 2024, the Group recorded a loss before tax of £3,044,070 (30 June 2023: £1,908,253; 31 December: 2023: £3,775,945) There was revenue of £116,400 (30 June 2023: £30,240; 31 December 2023: £30,240) together with £250,623 (30 June 2023: £399,641; 31 December 2023: £618,021) of grant income in the period.

 

Cash flow

 

As at 30 June 2024 the Group held cash of £818,462 (30 June 2023: £159,958; 31 December 2023: £1,879,70) in the bank account. The Company raised £786,500 in May 2024 through placing of 786,500,000 new shares.

 

For further information please contact:

 

DG Innovate plc	C/O IFC
Peter Bardenfleth- Hansen (CEO) Jack Allardyce (CFO)
IFC Advisory (Investor Relations)	020 3934 6630
Tim Metcalfe Zach Cohen
Grant Thornton UK LLP (Financial Adviser)	020 7383 5100
Samantha Harrison Jamie Barklem Ciara Donnelly
Cavendish Capital Markets Limited (Corporate Broker) Adrian Hadden / George Lawson (Corporate Finance) George Budd (Sales)	020 7220 0500

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

	Notes	Six months ended 30 June	Six months ended 30 June	Year ended 31 December
		2024	2023	2023
		Unaudited	Unaudited	Audited
		£	£	£
Revenue
Turnover		116,400	30,240	30,240
Cost of sales		(88,771)	(24,662)	(19,729)
Gross Profit		27,629	5,578	10,511
Grant income		250,623	399,641	618,021
Other income		2,542	802	2,993
Administrative expenses	3	(2,247,093)	(1,734,306)	(3,092,186)
Share based payments		(931,245)	(564,292)	(1,324,443)
Operating loss		(2,897,544)	(1,892,577)	(3,785,104)
Finance income		449	50	66
Finance cost		(146,975)	(15,726)	(45,078)
Other gains and losses		-	-	(77,272)
Loss on ordinary activities before taxation		(3,044,070)	(1,908,253)	(3,907,388)
Income tax		-	-	131,443
Loss for the period and total comprehensive loss attributable to the equity holders		(3,044,070)	(1,908,253)	(3,775,945)
Earnings per share (pence)
- Basic & diluted	4	(0.029)	(0.021)	(0.04)

 

All operating income and operating gains and losses relate to continuing activities.

 

There was no other comprehensive income for the period (30 June 2023: £Nil; 31 December 2023: £Nil).

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

 

	Share Capital	Share Premium	Capital Redemption Reserve	Reverse Acquisition Reserve (Restated*)	Merger Reserve	Share Option Reserve (Restated*)	CLNs Equity Reserve	Retained earnings	Total
Balance at 1 January 2024	9,311,948	31,998,163	8,783,824	(64,124,885)	26,987,257	1,198,855	490,794	(10,266,313)	4,379,643
Comprehensive income Loss for the period	-	-	-	-	-	-	-	(3,044,070)	(3,044,070)
Share based payments	-	-	-	-	-	931,245	-	-	931,245
Total Comprehensive loss	-	-	-	-	-	931,245	-	(3,044,070)	(2,112,825)
Total contributions by and distributions to owners of the Group
Issue of share capital net of issue costs	80,770	657,358	-	-	-	-	-	-	738,128
As at 30 June 2024	9,392,718	32,655,521	8,783,824	(64,124,885)	26,987,257	2,130,100	490,794	(13,310,383)	3,004,946

 

 

Balance at 1 January 2023 (as restated*)	8,842,715	31,518,134	8,783,824	(64,124,885)	26,987,257	699,385	-	(7,315,340)	5,391,090
Comprehensive income Loss for the period	-	-	-	-	-	-	-	(3,775,945)	(3,775,945)
Share based payments	-	-	-	-	-	1,324,442	-	-	1,324,442
Total Comprehensive loss	-	-	-	-	-	1,324,442	-	(3,775,945)	(2,451,503)
Total contributions by and distributions to owners of the Group
Issue of share capital net of issue costs	469,233	480,029	-	-	-	-	-	-	949,262
Issue of convertible loan notes	-	-	-	-	-	-	490,794	-	490,794
Reclassification of lapsed or cancelled share based payments	-	-	-	-	-	(824,972)	-	(824,972)	-
As at 31 December 2023	9,311,948	31,998,163	8,783,824	(64,124,885)	26,987,257	1,198,855	490,794	(10,266,313)	4,379,643

 

Balance at 1 January 2023 (as restated*)	8,842,715	31,518,134	8,783,824	(64,124,885)	26,987,257	699,385	-	(7,315,340)	5,391,090
Comprehensive income Loss for the period	-	-	-	-	-	-	-	(1,908,253)	(1,908,253)
Share based payments	-	-	-	-	-	564,292	-	-	564,292
Total Comprehensive loss	-	-	-	-	-	564,292	-	(1,908,253)	(1,343,961)
Total contributions by and distributions to owners of the Group
Issue of share capital net of issue costs	365,833	187,985	-	-	-	-	-	-	553,818
As at 30 June 2023	9,208,548	31,706,119	8,783,824	(64,124,885)	26,987,257	1,263,677	-	(9,223,593)	4,600,947

 

The Share Capital represents the nominal value of the equity shares. The Share Premium represents the amount subscribed for share capital, in excess of the nominal amount, less costs directly relating to the issue of shares.

 

The Share Option Reserve represents share-based payments which represents the cumulative fair value of options and warrants granted.

 

Reverse Acquisition Reserve and merger reserve were created due to the reverse acquisition of Deregallera Holdings Ltd.

 

*The comparative figures have been restated, refer to note 32 of the audited accounts for the year ended 31 December 2023 for further details.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

	Notes	As at 30 June	As at 30 June	As at 31 December
		2024	2023 (restated*)	2023
		Unaudited	Unaudited	Audited
		£	£	£
ASSETS
Non-current assets
Property, plant and equipment	5	583,844	748,904	536,229
Intangible asset	6	4,285,829	4,462,676	4,419,286
Current assets
Trade and other receivables	7	435,854	418,332	404,736
Cash and cash equivalents		818,462	159,958	1,879,701
		1,254,316	578,290	2,284,437
LIABILITIES
Current liabilities
Trade and other payables	8	(766,565)	(667,872)	(564,864)
Net Current Assets		487,751	(89,582)	1,719,573
Non-current liabilities	9	(2,317,624)	(489,481)	(2,262,273)
Provision for liabilities		(34,854)	(31,570)	(33,172)
NET ASSETS		3,004,946	4,600,947	4,379,643
SHAREHOLDERS' EQUITY
Called up share capital	11	9,392,718	9,208,548	9,311,948
Capital redemption reserve		8,783,824	8,783,824	8,783,824
Share premium account		32,655,521	31,706,119	31,998,163
Share option reserve		2,130,100	1,263,677	1,198,855
Merger reserve		26,987,257	26,987,257	26,987,257
Reverse acquisition reserve		(64,124,885)	(64,124,885)	(64,124,885)
CLN equity reserve		490,794	-	490,794
Retained earnings		(13,310,383)	(9,223,593)	(10,266,313)
TOTAL EQUITY		3,004,946	4,600,947	4,379,643

 

 

*The comparative figures as at 30 June 2023 have been restated, refer to note 32 of the audited accounts for the year ended 31 December 2023 for further details.

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

		Six months to 30 June	Six months to 30 June	Year ended 31 December
		2024	2023	2023
		Unaudited	Unaudited	Audited
		£	£	£
Loss for the period after tax		(3,044,070)	(1,908,253)	(3,775,945)
(Increase)/decrease in debtors		(31,118)	605,220	564,981
(Decrease)/increase in creditors within one year		232,191	50,912	(6,999)
Movement in provisions		1,682	(1,524)	3,126
Taxation		-	-	(131,443)
Share based payments		931,245	564,292	1,324,443
Finance income		(449)	(50)	-
Finance costs		146,975	15,726	45,076
Amortisation		133,457	170,392	303,847
Depreciation		59,480	63,435	125,678
Losses on disposal of fixed assets		-	-	77,272
Tax refunded		-	92,578	165,213
Net cash (outflow) / inflow from operating activities		(1,570,607)	(347,272)	(1,304,751)
Cash flows from investing activities
Proceeds from disposal of property, plant and equipment		-	-	76,203
Purchase of property, plant and equipment		(107,094)	(87,248)	(11,766)
Purchase of intangible fixed assets		-	(59,476)	(149,541)
Finance income		-	50	-
Finance cost		-	(15,726)	-
Net cash used in investing activities		(107,094)	(162,400))	(85,104)
Cash flows from financing activities
Finance income		449	-	-
Finance cost		(12,978)	-	(34,296)
Issue of convertible loan notes		-	-	2,431,000
Issue costs on convertible loan notes		-	-	(102,892)
Proceeds from issue of shares net of issue cost		738,128	418,000	828,237
Repayment of borrowings		(84,849)	(40,620)	(135,729)
(Repayment)/increase of lease liabilities		(24,288)	57,260	(44,686)
Proceeds from borrowings		-	-	92,932
Net cash generated from financing activities		616,462	434,640	3,034,566
Net increase/(decrease) in cash and cash equivalents		(1,061,239)	(75,032)	1,644,711
Cash and cash equivalents at beginning of period		1,879,701	234,990	234,990
Cash and cash equivalents at end of period		818,462	159,958	1,879,701

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

1.         GENERAL INFORMATION

 

DG Innovate Plc is a public limited company incorporated in the United Kingdom, registered under company number 04006413. The address of the registered office is 15 Victoria Mews, Millfield Road, Cottingley Business Park, Bingley, West Yorkshire, BD16 1PY. On 8 April 2022, Path Investments Plc changed its name to DG Innovate Plc following the acquisition of Deregallera Holdings Ltd (formerly DG Innovate Limited) ("DHL"), becoming an advanced research and development company pioneering sustainable and environmentally considerate improvements to electric mobility and storage.

 

The consolidated financial information represents the results of DG Innovate Plc and its subsidiaries (together referred to as Group).

 

2.         ACCOUNTING POLICIES

 

2.1       Basis of preparation

The condensed consolidated interim financial statements are presented in UK Sterling and all values are rounded to the nearest pound except where indicated otherwise.

 

The condensed consolidated interim financial statements have been prepared under the historical cost convention or fair value where appropriate. 

 

The results for the six months to 30 June 2024 have been prepared on the basis of the accounting policies set out in the Company's 2023 annual report and accounts along with standards which have become effective after 31 December 2023. The interim accounts do not constitute statutory accounts as defined by section 434 of the Companies Act 2006. The auditor has reported on the 2023 accounts of DG Innovate Plc and the report was unqualified and did not contain a statement under section 498(2) of (3) of the Companies Act 2006 and the 2023 report and accounts have been filed with the registrar of companies. Under reverse acquisition accounting the comparatives comprise details of the group prior to the reverse takeover and as a result these figures are not audited.

 

During the period, there have been no changes in the nature of the related party transactions from those described in the Company's 2023 accounts.

 

2.2       Responsibility statement

The directors confirm that these condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting", as adopted by the United Kingdom and as issued by the IASB and that the interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely;

 

a)    An indication of the important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

 

b)    Material related party transactions in the first six months and any material changes in related party transactions described in the last annual report.

 

2.3       Segmental reporting

The Group has two distinct areas of focus (Enhanced Drive Technology and Enhanced Battery Technology), and management have identified the Group's series of Pareta® electric drives and hard carbon anode materials as its two cash generating units (CGUs). However, as the Group is currently in the development phase and effectively operates as one operating unit under IFRS 8, segmental information is not available or presented within these accounts.

 

The aggregate value in use calculated for the two identified CGUs as at 30 June 2023 was in excess of the carrying value of the intangible assets, and the Directors therefore believe the value of these assets is not impaired at 30 June 2023. This accounting treatment resulted in an impairment loss of £Nil (30 June 2023: £Nil; 31 December 2023: £Nil). The carrying value of the intangible assets of the two identified CGUs as at 30 June 2024 are Enhanced Drive Technology £2,217,675 (30 June 2023: £2,252,887; 31 December 2023: £2,280,313) and Enhanced Battery Technology £2,068,154 (30 June 2023: £2,209,789; 31 December 2023: £2,138,973).

 

2.4       Reverse acquisition

On 8 April 2022, the Company acquired DHL via a reverse takeover which resulted in the Company becoming the ultimate holding company of the Group. The transaction was accounted for in accordance with the principles of reverse acquisition accounting, since it did not meet the definition of a business combination under IFRS 3. In accordance with IFRS 2, a share-based payment expense equal to the deemed cost of the acquisition less the fair value of the net assets of the Company at acquisition was recognised. The comparatives within the consolidated statement of financial position, the consolidated statement of comprehensive income, consolidated statement of changes in equity and the consolidated cashflow statement represent that of the legal subsidiary and accounting acquirer, DHL. In the consolidated statement of financial position, the share capital and premium as at 31 December 2021 is that of the Company (DG Innovate Plc) with the reverse acquisition reserve representing the difference between the deemed cost of the acquisition and the net assets of the Company as at 7 April 2022. The consolidated statement of comprehensive income for the period represents the results of both DG Innovate Plc and DHL.

 

3.         ADMINISTRATIVE EXPENSES

 

	Six months to 30 June 2024	Six months to 30 June 2023	Year ended 31 December 2023
	Unaudited	Unaudited	Audited
	£	£	£
Directors remuneration	688,628	393,292	1,748,174
Other administrative expenses	1,558,465	1,341,014	1,344,012
	2,247,093	1,734,306	3,092,186

 

 

4.         LOSS PER SHARE

 

The calculation of the basic and diluted loss per share is based on the loss on ordinary activities after taxation of and on the weighted average number of ordinary shares in issue.

 

There was no dilutive effect from the share options or convertible loan notes outstanding during the period.

 

In order to calculate the diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares according to IAS33. Dilutive potential ordinary shares include convertible loan notes and share options granted to Directors and consultants where the exercise price (adjusted according to IAS33) is less than the average market price of the Company's ordinary shares during the period.

 

The weighted average number of shares is calculated using the number of DG Innovate Plc shares owned by the accounting acquirer DHL pre and post the reverse takeover on 8 April 2022.

 

	Six months to 30 June 2024	Six months to 30 June 2023	Year ended 31 December 2023
	Unaudited	Unaudited	Audited
	£	£	£
Net loss for the period	(3,044,070)	(1,908,253)	(3,775,945)
The weighted average number of shares in the period were:
Basic and dilutive ordinary shares	10,352,748,440	9,147,913,081	9,646,619,216
Basic and dilutive earnings/(loss) per share (pence)	(0.029)	(0.021)	(0.04)

 

 

5.         PROPERTY, PLANT AND EQUIPMENT

 

	Improvements to leasehold property	Plant & equipment	Right of use asset	Total
	£	£	£	£
Cost
At 1 January 2024	314,294	1,030,575	451,978	1,796,847
Additions	28,273	78,821	-	107,094
At 30 June 2024	342,567	1,109,396	451,978	1,903,941
Depreciation
Depreciation at 1 January 2024	314,294	850,265	96,058	1,260,617
Charge in the period	1,745	29,268	28,467	59,480
Depreciation at 30 June 2024	316,039	879,533	124,525	1,320,097
Carrying value
At 30 June 2024	26,528	229,863	327,453	583,844
At 31 December 2023	-	180,310	355,920	536,230
At 30 June 2023	-	359,551	389,353	748,904

 

 

6.         intangible ASSETS

 

	IPR & Patents	Total
	£	£
Cost
At 1 January 2024	7,218,295	7,218,295
Additions	-	-
At 30 June 2024	7,218,295	7,218,295
Amortisation
Amortisation at 1 January 2024	2,799,009	2,799,009
Charge in the period	133,455	133,455
Amortisation at 30 June 2024	2,932,464	2,932,464
Carrying value
At 30 June 2024	4,285,831	4,285,831
At 31 December 2023	4,419,286	4,419,286
At 30 June 2023	4,462,676	4,462,676

On 8 April 2022 the Company completed the reverse takeover and acquired 100% of the ordinary share capital of Deregallera Holdings Ltd, a company incorporated in England and Wales.

No impairment has been accounted for this interim period. An impairment review will be carried out at the year end.

 

7.         TRade and other RECEIVABLES

 

	As at 30 June 2024	As at 30 June 2023	As at 31 December 2023
	Unaudited	Unaudited	Audited
	£	£	£
Trade receivables	2,166	-	-
Prepayments	61,012	69,811	120,968
Other taxes and social security	223,696	260,889	168,695
Other debtors	148,980	87,632	115,073
	435,854	418,332	404,736

 

Also included in other debtors are amounts repayable of £87,369 (30 June 2023: £87,369; 31 December 2023: £87,369) by certain Directors in respect of incorrectly awarded bonuses.

 

Other taxes and social security comprise the R&D tax credit, tax suffered on the bonuses noted above and VAT repayable.

 

 

8.         TRade and other payables

 

	As at 30 June 2024	As at 30 June 2023	As at 31 December 2023
	Unaudited	Unaudited	Audited
	£	£	£
Trade payables	254,793	190,961	91,724
Accruals and deferred income	307,669	188,241	233,221
Loans and other borrowings	97,679	87,679	132,786
Lease liabilities	75,803	74,548	75,166
Other creditors	30,621	126,443	31,967
	766,565	667,872	564,864

 

9.         non-current liabilities

 

	As at 30 June 2024	As at 30 June 20223	As at 31 December 2023
	Unaudited	Unaudited	Audited
	£	£	£
Convertible loan notes (note 10)	1,982,092	-	1,848,094
Other loans and other borrowings	43,417	140,442	93,159
Lease liabilities	280,030	328,994	304,955
Other creditors	12,085	20,045	16,065
	2,317,624	489,481	2,262,273

 

 

10.       convertible loan notes

 

On 11 December 2023, the Company authorised the issue of £2,431,000 in convertible loan notes ("CLNs"). The CLNs have no coupon and are convertible into the Company's ordinary shares of 0.01 pence at a price of 0.035 pence per share. They are convertible (i) after one year, subject to the availability of a valid exemption from the requirement to prepare a prospectus in respect of the Ordinary Shares arising from the conversion; or (ii) following admission of the Company's ordinary share capital to the AIM Market of the London Stock Exchange.

 

	As at 30 June 2024	As at 30 June 20223	As at 31 December 2023
	Unaudited	Unaudited	Audited
	£	£	£
Equity element	490,794	-	490,794
Liability element	1,848,094	-	1,837,314
Interest charge in the period	133,998	-	10,780
	2,472,886	-	2,338,888

 

 

11.       SHARE Capital

 

Allotted, called up and fully paid
		Ordinary Shares of 0.1p each
		No	£
At 1 January 2023		8,842,715,107	8,842,715
Issue of shares		365,833,333	365,833
At 18 July 2023		9,208,548,440	9,208,548
Subdivided 0.1p each Ordinary Shares*
		Share Capital
		No	£
At 19 July 2023
0.01p each Ordinary Shares		9,208,548,440	920,854
0.09p each Deferred Shares**		9,208,548,440	8,287,694
Issue of Ordinary Shares of 0.01p each		1,034,000,000	103,400
At 31 December 2023		19,451,096,880	9,311,948

 

		Share Capital
		No	£
At 1 January 2024
0.01p each Ordinary Shares		10,242,548,440	1,024,254
0.09p each Deferred Shares		9,208,548,440	8,287,694
Issue of Ordinary Shares of 0.01p each		807,700,000	80,770
At 30 June 2024		20,258,796,880	9,392,718

 

*Resolution was passed on 19 July 2023 to subdivide one 0.1p Ordinary Share into one 0.01p Ordinary Share and one 0.09 Deferred Share.

 

** The deferred shares have no economic rights and therefore have been excluded from earnings per share calculation.

 

12.       share options and warrants

 

Movement in the number of options and warrants outstanding and their related weighted average exercise price, since 31 December 2023 are as follows:

 

		At 30 June 2024		At 30 June 2023				At 31 December 2023
	Number of Options & Warrants		Weighted average exercise price per share		Number of Options & Warrants	Weighted average exercise price per share	Number of Options & Warrants		Weighted average exercise price per share
At 1 January	10,298,584,962		0.08p		3,937,526,910	0.33p	3,937,526,910		0.33p
Granted	500,000,000		0.01p		368,333,333	0.18p	7,625,747,619		0.04p
Exercised	(21,200,000)		0.10p		-	-	-		-
Modified	-		-		-	-	(156,105,002)		-
Expired or waived	(2,429,823,984)		0.17p		(3,975,633)	0.10p	(1,108,584,565)		0.10p
At period end	8,347,560,978		0.09p		4,301,884,610	0.16p	10,298,584,962		0.08p

 

The following share options have been granted by the Company and are outstanding as at the period end of 30 June 2024:

 

Date of grant	Number of ordinary shares under option at 1 January 2023	Granted during period	Exercised during period	Lapsed/ waived during period	Number of ordinary shares under option at 30 June 2023	Weighted average exercise price	Expiry date
30/03/2017	4,000,000	-	-	-	4,000,000	0.1p	29/03/2027
30/03/2017	5,875,000	-	-	-	5,875,000	1.0p	29/03/2027
30/03/2017	2,937,500	-	-	-	2,937,500	2.0p	29/03/2027
18/03/2021	638,965,001	-	-	-	638,965,001	0.1p	07/10/2030
08/04/2022	320,616,397	-	-	(4,648,164)	315,968,233	0.1p	18/03/2031
12/10/2022	264,803,145	-	-	-	264,803,145	0.1p	13/04/2032
11/12/2023	6,000,000,000	-	-	(497,267,760)	5,502,732,240	0.03p	10/12/2033
11/12/2023	1,000,000,000	-	-	(497,267,760)	502,732,240	0.06p	10/12/2033
10/06/2024	-	500,000,000	-	-	500,000,000	0.10p	09/06/2027
Total	8,237,197,043	500,000,000	-	(999,183,684)	7,738,013,359	0.05p

 

All options outstanding at the period end are exercisable at that date.

 

The following warrants have been granted by the Company:

 

Date of grant	Number of warrants at 1 January 2023	Granted during period	Exercised during period	Lapsed during  period	Number of warrants at 30 June 2023	Weighted average exercise price	Expiry date
18/03/2021	790,000,000	-	-	(790,000,000)	-	0.25p	07/04/2024
08/04/2022	645,640,300	-	(5,000,000)	(640,640,300)	-	0.25p	07/04/2024
23/01/2023	368,333,333	-	-		368,333,333	0.18p	30/01/2025
19/07/2023	51,700,000	-	(16,200,000)	-	35,500,000	0.05p	21/07/2024
11/12/2023	205,714,286	-	-	-	205,714,286	0.18p	10/12/2024
10/06/2024	-	500,000,000	-	-	500,000,000	0.10p	09/06/2024
Total	2,061,387,919	500,000,000	(21,2000,000)	(1,430,640,300)	1,109,547,619	0.11p

 

In June 2024 the Company appointed Pierre Pellerey as Chief Technical Officer and granted him 500,000,000 warrants at an exercise price of 0.1 pence.

 

The fair value of equity settled share options and warrants granted is estimated at the date of grant using a Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted.  The following table lists the inputs to the model:

 

Warrants

Warrants

Options

Options

Options

Warrants

Date of grant/variation Expected volatility Expected life Risk-free interest rate Expected dividend yield Possibility of ceasing employment before vesting Fair value per option/warrant

18 Mar 2021 70% 10 years 3.40% - -     0.005p

08 Apr 2022 70% 10 years 3.40% - -     0.005p

30 Jan 2023 70% 1.6 years 3.40% - -     0.022p

21 Jul 2023 70% 10 years 4.40%    -    -               0.011p

11 Dec 2023 70% 10 years 3.40% - -     0.032p

10 Jun 2024 96% 3 years 4.10% - -     0.054p

 

The expense recognised by the Group for share based payments during the period ended 30 June 2024 was £931,245, (30 June 2023: £564,292; 31 December 2023: £1,324,443).

 

The average volatility is used in determining the share based payment expense to be recognised in the period. This was calculated by reference to the standard deviation of the share price over the preceding 6-month period.

 

 

13.       related party transactions

 

Share Options

The following share options were held by the active directors during the period:

 

Director	Date of grant	Held at 1 January 2024	Surrendered/ lapsed during the period	Granted during the period	Held at 30 June 2024	Exercise price
J Allardyce	18/03/2021	62,500,000	-	-	62,500,000	£0.001
	08/04/2022	156,105,002	-	-	156,105,002	£0.001
P Tierney	12/10/2022	264,803,145	-	-	264,803,145	£0.001
M Boughtwood	11/12/2023	1,000,000,000	(497,267,760)	-	502,732,240	£0.0003
	11/12/2023	1,000,000,000	(497,267,760)	-	502,732,240	£0.0006
C Eidem	11/12/2023	2,000,000,000	-	-	2,000,000,000	£0.0003
P Bardenfletch-Hansen	11/12/2023	1,500,000,000	-	-	1,500,000,000	£0.0003
J Rudat	11/12/2023	1,500,000,000	-	-	1,500,000,000	£0.0003
Total		7,483,408,147	(994,535,520)	-	6,488,872,627

 

Transaction with related party

During the period Gareth Boughtwood (son of Martin Boughtwood, an ex-director in the Group) was paid £723 (30 June 2023: £Nil; 31 December 2023: £1,196) in respect of IT services.

 

Other debtors

Included in other debtors are balances due from the following Directors, and former Directors, in respect of bonuses incorrectly awarded in 2022 and deemed to be held in trust. Chris Theis £87,369 (30 June 2023: £87,369; 31 December 2023: £87,369).

 

 

14.       POST PERIOD EVENT

 

In September 2024 the Company raised gross proceeds of £550,000 via a placing of new ordinary shares with new and existing investors, and a further £67,275 from a retail offer to existing shareholders. The total number of new shares issued was 823,034,007 at a price of 0.075p each, with a further 28,035,840 shares issued at the same price to cover certain liabilities due to a creditor. In addition, the Company announced that certain members of its management team intend to subscribe for, in aggregate, £200,000 through a subscription at the same issue price. This was subject to the publication of the Company's 2024 interim accounts and the end of the associated closed period under UK MAR, and to the relevant individuals not being in possession of any other unpublished price sensitive information at such time.

 

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