Limitless Earth Plc Final Results

 
TIDMLME 
 
31 July 2020 
 
                              LIMITLESS EARTH PLC 
 
                        ("Limitless" or the "Company") 
 
                 Final Results for the year to 31 January 2020 
 
The Company announces its final results for the year to 31 January 2020. 
 
The Annual Report and Accounts for the year ended 31 January 2020 will shortly 
be posted to shareholders and uploaded to the Company's website, 
www.limitlessearthplc.com. 
 
This announcement contains inside information for the purposes of Article 7 of 
EU Regulation 596/2014. 
 
For further information, please contact: 
 
Limitless Earth plc                                                     +44 (0) 
7780 700 091 
 
Guido Contesso 
www.limitlessearthplc.com 
 
Cairn Financial Advisers LLP                                  [phone] 
0880 
 
Nominated Adviser 
www.cairnfin.com 
 
Jo Turner/Sandy Jamieson 
 
Peterhouse Corporate Finance Limited                   [phone] 
0930 
 
Broker 
www.pcorpfin.com 
 
Duncan Vasey / Lucy Williams / Eran 
Zucker 
 
Chairman's Statement 
 
We continue our focus on identifying opportunities where the changing patterns 
of consumer behaviour and population are key drivers of growth and we target 
investments which demonstrate the potential to generate substantial returns 
through capital appreciation. 
 
Working within the broader field of demographic trend investing, we have 
initially concentrated on cleantech (Saxa Gres), life sciences (Chronix) and 
technology (V-Nova and Exogenesis). 
 
At this stage, we are looking to the opportunity to valorize a few of these 
investments and get to further opportunities given this particular economic 
time. 
 
The board is acutely aware of the importance of making the right investment in 
the right sector at the right time and has considered and will continue to 
consider a broad range of attractive opportunities that are sourced by the 
board or are introduced to it and will choose to invest in only the best of 
these. 
 
The Company is well funded with cash and cash equivalents at the reporting date 
of GBP262,845. 
 
To date, we have made investments which have varied in nature from equity to 
convertible loans in four companies. 
 
These investments are valued in these accounts at fair value.  To determine the 
fair value of each investment, the directors have reviewed all the information 
received from each investee company and also from publicly available 
information on the internet and whilst all of the information available is all 
positive there is insufficient information to demonstrate that the fair value 
is anything other than cost as a result of a lack of other inputs or evidence 
to suggest an uplift or impairment of the value. 
 
These are: 
 
The Investments 
 
Saxa Gres S.p.A, a turn-around circular economy company which specialises in an 
innovative tile production process, has been extremely successful in expanding 
its operations by competitor acquisitions and this has enabled it to satisfy 
the increasing demands for its products while attracting valuable funding from 
relevant institutional investors 
 
Saxa's founders, management and professionals have demonstrated outstanding 
achievements in terms of the development of its operations, sales, product 
expansion and integration of its acquisitions. 
 
V-Nova Ltd. is a London-headquartered technology company providing 
next-generation compression solutions that address the ever-growing media 
processing and delivery challenges. V-Nova as an IP Software company has 
developed an innovative video and imaging compression technology, with a valid 
proof of revenues and concept also in relevant emerging markets countries. 
 
V-Nova provides solutions spanning the entire media delivery chain, including 
content production, contribution, storage and distribution to end users. 
 
The Company is pleased to learn that Moving Picture Experts Group (MPEG) has 
selected V-Nova's technology to become a new standard (MPEG5-Part2), which is 
expected to yield V-Nova a recurring revenue stream for a long period. 
 
V-Nova's management have helped ensure that the company's technology is 
becoming an integrated world standard. The Company is optimistic that V-Nova 
may now be at a stage of development where it will be able to exploit its years 
of hard work and, importantly, recoup its investment to date as it progresses 
towards reaching profitability and expanding V-Nova's patented capabilities in 
as many verticals as possible. 
 
Chronix Biomedical, inc. is a privately-owned biotech company founded in 1997 
which specialises in simple blood tests (liquid biopsies) for real-time 
monitoring of the effectiveness of cancer drugs, including immunotherapies, and 
rejection of transplanted organs. The cancer test is based on a patented 
technology whereby Chronix can identify gains and losses in cell free DNA that 
allow them to determine if a cancer therapy is working. The transplant test 
allows Chronix to determine if the organ that is transplanted is being accepted 
or rejected, and thereby allows the physician to alter the immunosuppressive 
drug regimen given to the patient. 
 
In June 2018, Chronix signed it first commercial agreement with a large 
EU-based lab group, which already processes more than 150,000 laboratory 
samples daily, providing an exclusive licence for Germany, Austria, Switzerland 
and Belgium. The contract is for 15 years and Independent research analysts 
have estimated the net present value of the licensing payments to Chronix over 
the life of the agreement to be approximately $92 million. 
 
We value and recognise the considerable achievements of Chronix's management 
and understand that additional partnership agreements need to be secured in 
order to increase revenue, exploit its potential and, ultimately, drive company 
valuation.  Chronix's management is actively raising funds to support such 
growth and to allow it to file additional patents.  The Company expects to be 
profitable in 2-3 years. 
 
Exogenesis Corporation is a Boston-based nanotech firm which specialises in 
modifying and controlling the surface of objects at a nanoscale level, through 
accelerated particle beam processing, to avoid needing to apply coatings. 
Application of the company's technology can improve the safety and efficacy of 
implantable medical devices and improving the performance of optics, glass and 
a variety of substrates used in the laser, memory and semiconductor 
industries. 
 
We recognise the Exogenesis' technological achievements and, as it has still to 
prove its revenue streams, await news of its first commercial deals which are 
expected to be linked to its existing vertical sectors. 
 
Guido Contesso 
 
Chief Executive Officer 
 
Income Statement and Statement of Comprehensive Income 
 
for the year ended 31 January 2020 
 
                                                         Year ended        Year ended 
                                                         31 January        31 January 
 
                                                               2020              2019 
 
Continuing operations                                             GBP                 GBP 
 
Investment income                                            37,797            47,312 
 
Total income                                                 37,797            47,312 
 
Administrative expenses                                   (186,384)         (184,391) 
 
Foreign currency exchange loss                             (29,948)           108,541 
 
Operating loss and Loss before taxation                   (178,535)          (28,538) 
 
Taxation                                                          -                 - 
 
Loss for the year                                         (178,535)          (28,538) 
 
Total comprehensive loss for the year                     (178,535)          (28,538) 
 
Earnings per share: 
 
Basic and diluted earnings per share                       (0.0027)         (0.00044) 
 
There are no items of other comprehensive income. 
 
Statement of Financial Position 
 
As at 31 January 2020 
 
                                                               2020              2019 
 
                                                                  GBP                 GBP 
 
Non-current assets 
 
Financial asset investments at fair                       1,763,386         1,711,809 
value through profit and loss 
 
Non-current assets                                        1,763,386         1,711,809 
 
Current assets 
 
Trade and other receivables                                  77,158            33,289 
 
Cash and cash equivalents                                   262,845           530,863 
 
Current assets                                              340,003           564,152 
 
Current liabilities 
 
Trade and other payables                                   (73,453)          (67,490) 
 
Current liabilities                                        (73,453)          (67,490) 
 
Net Assets                                                2,029,936         2,208,471 
 
Equity 
 
Issued Share Capital                                        654,000           654,000 
 
Share Premium                                             2,350,630         2,350,630 
 
Share warrant reserve                                             -            14,095 
 
Retained Earnings                                         (974,694)         (810,254) 
 
Total Equity                                              2,029,936         2,208,471 
 
Statement of Changes in Equity 
 
for the year ended 31 January 2020 
 
                                     Share     Share     Share    Retained      Total 
                                   capital   premium   warrant    earnings 
                                                       reserve 
 
                                         GBP         GBP         GBP           GBP          GBP 
 
At 31 January 2018                 654,000 2,350,630    14,095   (781,716)  2,237,009 
 

Total comprehensive loss for the         -         -        -     (28,538)   (28,538) 
year 
 
At 31 January 2019                 654,000 2,350,630    14,095   (810,254)  2,208,471 
 
Total comprehensive loss for the         -         -        -    (178,535)  (178,535) 
year 
 
Warrants expired during the                           (14,095)      14,095          - 
period 
 
At 31 January 2020                 654,000 2,350,630         -   (974,694)  2,029,936 
 
 
Statement of Cash Flows 
 
for the year ended 31 January 2020 
 
                                                         Year ended        Year ended 
                                                         31 January        31 January 
 
                                                               2020              2019 
 
                                                                  GBP                 GBP 
 
Cash flows from operating activities 
 
Loss for the year before tax                              (178,535)          (28,538) 
 
Investment income                                          (37,797)          (47,312) 
 
Foreign currency exchange gain/(loss)                        29,947         (108,541) 
 
(Increase)/decrease in receivables                         (43,869)             5,839 
 
Increase in payables                                          5,964            13,770 
 
 
 
Net cash outflow from operating activities               (224,290)         (164,782) 
 
 
 
Cash flows from investing activities 
 
Investment income received net                               37,797            47,312 
 
Purchase of investments                                    (81,526)                 - 
 
Net cash outflow from investing activities                 (43,729)            47,312 
 
Net decrease in cash and cash equivalents                 (268,019)         (117,470) 
during the year 
 
Cash at the beginning of year                               530,863           648,333 
 
Cash and cash equivalents at the end of                     262,844           530,863 
the year 
 
Notes 
 
1.General information 
 
Limitless Earth Plc is a company incorporated and domiciled in the United 
Kingdom. The Company is a public limited company, which is listed on the AIM 
market of the London Stock Exchange. The address of the registered office is 
Suite 2, Northside House, Mount Pleasant, Barnet, Hertfordshire, England, EN4 
9EB 
 
The Investing Policy is to invest principally, but not exclusively, in sectors 
where changing demographic factors are important drivers of growth. The Company 
intends to focus initially on projects located in Europe but will also consider 
investments in other geographical regions. The Company may become an active 
investor, acquire controlling stakes or minority positions, in each case, as 
the Board considers appropriate and commercial. 
 
The financial statements are presented in Pounds Sterling, which is the 
Company's functional and presentational currency. 
 
The summary above is an extract of the report and accounts to 31 January 2020, 
which should be read in full.  References to page numbers and notes are in 
relation to the pagination and contents of the full report and accounts, a copy 
of which is available from the Company's website. 
 
2.Summary of Significant Accounting Policies 
 
Basis of preparation 
 
The financial statements have been prepared in accordance with International 
Financial Reporting Standards (IFRSs) and IFRIC interpretations as adopted by 
the European Union applicable to companies reporting under IFRSs.  The 
financial statements have also been prepared under the historical cost 
convention. 
 
The preparation of financial statements in conformity with IFRSs requires the 
use of certain critical accounting estimates.  It also requires management to 
exercise its judgement in the process of applying the Company's accounting 
policies.  The areas involving a higher degree of judgement or complexity, or 
areas where assumptions and estimates are significant to the financial 
statements are disclosed later in these accounting policies. 
 
Going Concern 
 
At the reporting date the Company had cash resources of GBP262,845 and the 
Directors have prepared cash forecasts that show that, at the time of approving 
the financial statements, the Company has adequate resources to continue in 
existence for the foreseeable future.  Thus, they continue to adopt the going 
concern basis of accounting in preparing the financial statements. 
 
Changes in accounting policies and disclosures 
 
New standards, amendments and interpretations adopted by the Company 
 
The Company has applied the following new and amended standards for the first 
time for its annual reporting period commencing 1 February 2019: 
 
  * IFRS 16 Leases 
  * Annual improvements to IFRS Standards 2015-2017 Cycle 
  * Interpretation 23 'Uncertainty over Income Tax Treatments' 
 
These new and amended standards have not had a material effect on the Company's 
financial statements. 
 
3.Financial Asset Investments 
 
                                                                2020         2019 
                                                                   GBP            GBP 
 
On 1 February                                              1,711,809    1,603,268 
 
Cost of investment purchases                                  81,526            - 
 
Foreign currency exchange gain                              (29,948)      108,541 
 
Fair value adjustment                                              -            - 
 
31 January - Investments at fair value                     1,763,386    1,711,809 
 
Categorised as: 
 
Level 3 - Unquoted investments                             1,763,386    1,711,809 
 
                                                           1,763,386    1,711,809 
 
The valuation model adopted by management is explained in Note 3, Critical 
accounting judgements and estimations and is applicable to each of the 
investments listed below: 
 
Chronix Biomedical Inc ("Chronix") 
 
On 8 October 2015 the Company made an investment in Chronix of US$500,000 
(approximately GBP329,511) in the series I round of convertible preference stock 
("Series I Stock") at a price of US$0.40 per share. On a fully diluted basis, 
considering all classes of common and preference stock in issue, at the date of 
investment, Limitless' investment represented 0.72% of Chronix's issued share 
capital and values Chronix at approximately US$69 million. 
 
On 20 September 2019, the company announced that it made a further investment 
of $100,000 in the form of a convertible promissory note (GBP81,526). 
 
V Nova International Ltd ("V-Nova") 
 
On 18 December 2015, the Company made a cash investment of GBP500,000 in V-Nova, 
a company that specialises in Advanced Signal & Data Compression Solutions. The 
investment was through the acquisition of GBP500,000 worth of Convertible loan 
notes. On 4 April 2017, these notes were converted into 7,284,382 Series B1 
Participating shares at a 20% discount to the preferential valuation of V-Nova 
at the time, of GBP100 million. 
 
Saxa Gres S.A ("Saxa") 
 
On 23 December 2015, the Company invested EUR350,000 (approximately GBP258,830) in 
Saxa.  As a first round subscriber, Limitless has also been granted an option 
to acquire 1.1655 per cent. of the equity in Saxa at nominal value with the 
intention that, once the bonds have been repaid, Limitless will be able to 
maintain an interest in Saxa of approximate value to the bond investment. 
 
On 21 March 2017, Limitless announced that it had increased its investment in 
Saxa Gres by acquiring a further 267 Notes for a value of EUR267,000. These Notes 
were also accompanied by options to acquire shares in Saxa Gres, in this case 
to acquire another 1.333% of its equity share capital with each option having 
an exercise price of EUR1. In total, Limitless has options to acquire 
approximately 2.5% of the equity share capital of Saxa Gres at an exercise 
price of EUR1 per share. 
 
On 16 November 2017, the company announced that it had made a further 
investment in Saxa Gres S.p.A. of approximately EUR EUR75,000 in the form of a 
loan.  Saxa Gres was raising funds, via an increase in its share capital, in 
order to invest in a new production line, it required to meet a significant 
increase in orders. Limitless participated alongside two sizable credit funds 
in order to maintain its interest in Saxa Gres. 
 
Exogenesis 
 
On 6 May 2016, the Company made an investment in Exogenesis, a nanotechnology 
company which has developed nanoscale surface modification technology to, inter 
alia, improve the safety and efficacy of implantable medical devices and is 
being used to develop next generation microscopy tools for DNA analysis. 
 
The Company invested US$300,000 (approximately GBP200,000) in the Exogenesis 
senior convertible notes which accrued an 8 % annual interest ("Notes").  The 
Notes, together with accrued interest, are convertible into Exogenesis series B 
preferred stock at a price of US$0.382 per share or, at the option of 
Limitless, into Exogenesis series C preferred stock at a 20 % discount to the 
issue price at the time of the next financing. 
 
On 9 June 2017, the Company extended the maturity date of the loan notes to 31 
December 2017 from 30 June 2017 and lowered the conversion threshold amount to 
$2,500,000. Upon the cash financing being achieved and the maturity date being 
reached, the notes were then converted into series B preferred stock at the 
agreed price. 
 
The table of investments sets out the fair value measurements using the IFRS 7 
fair value hierarchy.  Categorisation within the hierarchy has been determined 
on the basis of the lowest level of input that is significant to the fair value 
measurement of the relevant asset as follows: 
 
Level 1 - valued using quoted prices in active markets for identical assets. 
 
Level 2 - valued by reference to valuation techniques using observable inputs 
other than quoted prices included within Level 1. 
 
Level 3 - valued by reference to valuation techniques using inputs that are not 

based on observable market data. 
 
The valuation techniques used by the Company are explained in the accounting 
policy note, "Financial asset investments". 
 
LEVEL 3 FINANCIAL ASSETS 
 
Reconciliation of Level 3 fair value measurement of financial assets: 
 
                                                         2020          2019 
                                                         GBP             GBP 
 
Brought forward                                          1,711,809     1,603,268 
 
Purchases                                                81,526        - 
 
Foreign currency exchange loss                           (29,948)      108,541 
 
Carried forward                                          1,763,386     1,711,809 
 
4.Loss Per Share 
 
(a)  Basic 
 
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 period. 
 
                                                                  2020          2019 
 
                                                                     GBP             GBP 
 
Loss from continuing operations attributable to equity       (178,535)      (28,538) 
holders of the company 
 
Weighted average number of ordinary shares in issue         65,400,000    65,400,000 
 
                                                                 Pence         Pence 
 
Basic earnings per share from continuing operations           (0.0027)     (0.00044) 
 
b)  Diluted 
 
Diluted earnings per share is calculated by adjusting the weighted average 
number of ordinary shares outstanding to assume conversion of all dilutive 
potential ordinary shares. There were no potentially dilutive instruments 
outstanding at 31 January 2020. 
 
 
 
END 
 

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July 31, 2020 02:00 ET (06:00 GMT)