Limitless Earth Plc Final Results

 
TIDMLME 
 
30 July 2021 
 
                              LIMITLESS EARTH PLC 
                        ("Limitless" or the "Company") 
 
                 Final Results for the year to 31 January 2021 
 
The Company announces its final results for the year to 31 January 2021. 
 
The Annual Report and Accounts for the year ended 31 January 2021 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] 
 
Broker 
www.pcorpfin.com 
Duncan Vasey / Lucy Williams / Eran Zucker 
 
 
 
 
Chairman's Statement 
 
The Company has continued to focus on investing in opportunities highlighted by 
demographic trends. This has governed the selection of our existing investments 
including cleantech (Saxa Gres), life sciences (Chronix) and technology (V-Nova 
and Exogenesis). 
 
The board is aware of the importance of making the right investment in the 
right sector at the right time and has and will only consider investing in 
opportunities that fit into its investing policy.  In recent years, the board 
has elected to make follow-on investments into its investee companies rather 
than source new investment opportunities, but it continues to review and 
consider investment opportunities and will only invest in the best of those 
reviewed. 
 
The Company has cash and cash equivalents at the reporting date of £157,310, 
and post yearend, the company entered into an agreement to dispose part of the 
investment in the Saxa Gress bonds to provide ongoing working capital. The 
board considers it has sufficient cash for its operations for the financial 
year ahead and the board will look to exit investments when the conditions are 
supportive. 
 
The Company's investing policy is to principally invest in sectors where 
changing demographic factors are important drivers of growth and these 
investments may be in either quoted or unquoted securities made directly or 
indirectly in partnerships or joint ventures or into individual assets and can 
be at any stage of development.  To date the board has made direct investments 
in opportunities where other investors may or may not participate.  Given the 
unprecedented changes in the last year and market volatility brought about by 
significant factors such as Brexit and the COVID pandemic, the board considers 
it likely that it will focus on co-investment opportunities from management's 
extensive, high level contacts in the areas of family wealth and asset wealth 
management.  It is expected this will assist in providing greater liquidity to 
exit and access to follow-on funding for the investee company in the event it 
is required, helping the board better manage its exposure to risk and 
divestment. 
 
The investments made to date are in the form of equity to convertible loans and 
all investments are valued £1,874,083 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. For V- Nova International Ltd, there was a placing 
by the investment in October 2020 that uplifted the fair value of that 
investment by £100,000.   The information available on the other three 
investments were all positive, however 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. 
 
The investments are: 
 
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 and during the reporting period, 
A2A S.p.A, a ?4 billion listed company took a holding in this investment of 
27.7% and as a relevant industrial partner,  they could help to expand and 
solidify Saxa Gres' successful business model. 
 
Saxa's impact investments side; it builds synthetic stone using industrial 
waste fulfilling a number of green economy requirements and having significant 
environmental benefits. 
 
V-Nova International 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's LCEVC (Low Complexity Enhancement Video Coding) is the industry's 
first highly optimised implementation of MPEG-5 Part 2 LCEVC, the 
codec-agnostic ISO/IEC enhancement standard capable of providing higher quality 
at up to 40% lower bitrates than codecs used natively. Its unique 
low-complexity design can allow for immediately accelerated encoding by up to 4 
times compared to other commonly used codecs via a simple software upgrade, 
producing significant transcoding cost efficiencies. 
 
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 be at a stage of development where it will be able to exploit its years of 
hard work and, importantly, recoup the investment in it as it progresses 
towards reaching profitability and expanding V-Nova's patented capabilities in 
as many verticals as possible. 
 
V-Nova's impact investment angle: significantly more efficient data processing 
leads to reduced power consumptions offering a valuable reduction of carbon 
emissions per hour of video, providing relevant environmental sustainability 
benefits to video workflows (source https://www.broadbandtvnews.com/2021/05/24/ 
v-nova-lcevc-announces-licensing-terms/ ) 
 
Due to the exponential video consumption growth, it materially increase the 
energy savings in the near future like direct server electricity consumption, 
it assists in reducing hardware replacement rates or providing greater reach to 
using with older technology and it drives indirect savings in areas including: 
manufacturing costs, cooling, content transmission (CDN), storage and caching 
and end user decoding. 
 
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 Company 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 its 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. 
 
In April 2021 Oncocyte, a listed Nasdaq Company, bought Chronix Biomedical 
allowing them to use their network to distribute Chonix's products. As part of 
the terms of the acquisition, Chronix's shareholders received rights to future 
revenues on products sold. 
 
Chronix's impact investment angle: Chronix's tests provide the opportunity for 
patients and healthcare provides to avoid billions of pounds of diagnostic 
surgery costs, for patients to avoid invasive surgery, healthcare provides to 
reduce demand on resources.  Chronix's products provide for cost effecting, 
surgery free treatment monitoring which could lead to more effective care and 
treatments, saving money and lives. 
 
Exogenesis Corporation Headquartered Massachusetts, USA, Exogenesis is a 
private, venture-capital-backed company that has developed and is 
commercialising a proprietary technology to modify and control surfaces without 
applying a coating or creating sub-surface damage. Exogenesis is 
commercialising a platform technology, NanoAccelT, using Accelerated Neutral 
Atom Beam (ANAB) and Gas Cluster Ion Beam (GCIB) technologies that modify and 
control surfaces of materials at a nanoscale level. The company's proprietary 
technologies are used for surface modification and control in a broad range of 
biomedical, optical and semiconductor applications. 
 
Although the Board are optimistic and recognise Exogenesis' technological 
achievements, the investment is pre revenue and we look forward to further news 
 
Exogenesis' impact investment angle: its technology can modify materials in 
order to alter their behaviour or effectiveness or change their chemical and/or 
physical properties to replicate other, more expensive materials. 
 
It is the intention of the board to seek to exit the current investments which 
have performed well, when conditions provide for a successful exit, in order to 

provide funds for reinvestment.   The board looks forward to updating 
shareholders with any progress in the year ahead. 
 
Guido Contesso 
Chief Executive Officer 
 
 
 
Income Statement and Statement of Comprehensive Income 
 
for the year ended 31 January 2021 
 
                                                     Year ended    Year ended 
                                                     31 January    31 January 
 
                                                           2021          2020 
 
Continuing operations                                         £             £ 
 
Investment income                                        27,583        37,797 
 
Total income                                             27,583        37,797 
 
Administrative expenses                                (78,076)     (216,332) 
 
Operating loss and Loss before taxation                (50,493)     (178,535) 
 
Taxation                                                      -             - 
 
Loss for the year                                      (50,493)     (178,535) 
 
Total comprehensive loss for the year                  (50,493)     (178,535) 
 
Earnings per share: 
 
Basic and diluted earnings per share                  (0.00077)      (0.0027) 
 
 
There are no items of other comprehensive income. 
 
 
 
Statement of Financial Position 
 
As at 31 January 2021 
 
                                                            2021          2020 
 
                                                               £             £ 
 
Non-current assets 
 
Financial asset investments at fair value              1,874,083     1,763,386 
through profit and loss 
 
Non-current assets                                     1,874,083     1,763,386 
 
Current assets 
 
Trade and other receivables                               41,749        77,158 
 
Cash and cash equivalents                                157,310       262,845 
 
Current assets                                           199,059       340,003 
 
Current liabilities 
 
Trade and other payables                                (93,699)      (73,453) 
 
Current liabilities                                     (93,699)      (73,453) 
 
Net Assets                                             1,979,443     2,029,936 
 
Equity 
 
Issued Share Capital                                     654,000       654,000 
 
Share Premium                                          2,350,630     2,350,630 
 
Retained Earnings                                    (1,025,187)     (974,694) 
 
Total Equity                                           1,979,443     2,029,936 
 
 
 
Statement of Changes in Equity 
 
for the year ended 31 January 2021 
 
                                    Share       Share    Share    Retained     Total 
                                  capital     premium  warrant    earnings 
                                                       reserve 
 
                                        £           £        £           £         £ 
 
At 31 January 2019                654,000   2,350,630   14,095   (810,254) 2,208,471 
 
Total comprehensive loss for            -           -       -    (178,535) (178,535) 
the year 
 
Warrants expired during the                           (14,095)      14,095         - 
period 
 
At 31 January 2020                654,000   2,350,630        -   (974,694) 2,029,936 
 
Total comprehensive loss for            -           -       -     (50,493)  (50,493) 
the year 
 
At 31 January 2021                654,000   2,350,630        - (1,025,187) 1,979,443 
 
 
 
Statement of Cash Flows 
 
for the year ended 31 January 2021 
 
                                                         Year ended     Year ended 
 
                                                             31-Jan         31-Jan 
 
                                                               2021           2020 
 
                                                                  £              £ 
 
Cash flows from operating activities 
 
Loss for the year before tax                               (50,493)      (178,535) 
 
Investment income                                          (27,583)       (37,797) 
 
Foreign currency exchange gain/loss                         (6,103)         29,947 
 
(Increase)/decrease in receivables                           35,409       (43,869) 
 
Increase in payables                                         20,245          5,964 
 
Fair value revaluation of Investment                      (100,000)              - 
 
Net cash outflow from operating                           (128,522)      (224,290) 
activities 
 
Cash flows from investing activities 
 
Investment income received net                               27,583         37,797 
 
Purchase of investments                                     (4,594)       (81,526) 
 
Net cash outflow from investing activities                   22,989       (43,729) 
 
Net decrease in cash and cash equivalents during          (105,533)      (268,019) 
the year 
 
Cash at the beginning of year                               262,844        530,863 
 
Cash and cash equivalents at the end of the year            157,310        262,844 
 
 
 
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 2021, 
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 
accounting standards (IASs) in conformity with the requirements of the 
Companies Act 2006. The financial statements have also been prepared under the 
historical cost convention, as modified by the revaluation of financial assets 
at fair value through profit or loss. 
 
The preparation of financial statements in conformity with IASs 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 £157,310. 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. 
 
3.   Financial Asset Investments 
 
                                                                2021         2020 
                                                                   £            £ 
 
On 1 February                                              1,763,386    1,711,809 
 
Cost of investment purchases                                   4,594       81,526 
 
Foreign currency exchange gain/(loss)                          6,103     (29,948) 
 
Fair value revaluation                                       100,000            - 
 
31 January - Investments at fair value                     1,874,083    1,763,386 
 
Categorised as: 
 
Level 3 - Unquoted investments                             1,874,083    1,763,386 
 
                                                           1,874,083    1,763,386 
 
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 £329,511) 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 ( £81,526)  in form of a promissory note. 
 
On 19th Match 2021, the company announced that Chronix had entered into an 
agreement  with Oncocyte Corporation Inc. ("Oncocyte"), a listed US based 
molecular diagnostics company, for its acquisition for cash, equity and a 
future revenue share consideration. 
 
On 20th April 2021 and after the financial year, Chronix repaid $109,460.09 
which comprises of the $100,000 promissory note interest. 
 
V Nova International Ltd ("V-Nova") 
 
On 18 December 2015, the Company made a cash investment of £500,000 in V-Nova, 
a company that specialises in Advanced Signal & Data Compression Solutions. The 
investment was through the acquisition of £500,000 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 £100 million. 
 
On 30 October 2020, V-Nova raised £16,810,410 on a series C1 funding round and 
the company settled unconverted loan not holders with £8,556,144 cash. V Nova 
raised further £5,661,027 in December 2020. These C1 shares and the company's 
B1 shares rank similarity and the investment fair value uplift in note 12 is 
based on the increase in the placing price. A fair value uplift of £100,000 was 
recognised using the price per share in the October 2020 fund raise as a 
valuation. 
 
Saxa Gres S.A ("Saxa") 
 
On 23 December 2015, the Company invested ?350,000 (approximately £258,830) 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 ?267,000. 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 ?1. In total, Limitless has options to acquire 
approximately 2.5% of the equity share capital of Saxa Gres at an exercise 
price of ?1 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 ?75,000 in 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. 
 
On 19th January 2021, the company announced that a recent investor in 
Saxagress, was A2A S.p.A., a ?4 billion listed company, as a Saxa Gres 
shareholder (27.7%) and as a relevant industrial partner which could help to 
expand and solidify Saxa Gres' successful business model. 
 
At the request of Saxa Gres in order for it to gain better access bank 
financing to further its investment plans, the Board of LME, together with 96% 
of the existing 2023 bond holders, agreed to exchange its 617 Saxa Grs bond 
notes with maturity in 2023 into a similar amount of Saxa Gres notes of 7 per 
cent. with maturity in 2026. 
 
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 £200,000) 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 13 
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: 
 
                                                                2021         2020 
                                                                   £            £ 
 
Brought forward                                            1,763,386    1,711,809 
 
Purchases                                                      4,594       81,526 
 
Foreign currency exchange gain /(loss)                         6,103     (29,948) 
 
Fair value revaluation                                       100,000            - 
 
Carried forward                                            1,874,083    1,763,386 
 
No unobservable inputs were used in the fair value measurement for assets 
categorised in Level 3 of the fair value hierarchy. No sensitivities have been 
included on the other investments, as their fair value equates to cost. 
 
4.   Earnings Per Share 
 
(a)  Basic 
 
Basic earnings 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. 
 
                                                                    2021        2020 
 
                                                                       £           £ 
 
Loss from continuing operations attributable to equity          (50,493)   (178,535) 
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            (0.00077)    (0.0027) 
 
(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 2021. 
 
5.   Post Year End Events 
 
On 20th April 2021 and after the financial year, Chronix repaid $109,460.09 
which comprises of the $100,000 promissory note and interest. 
 
On 29th July 2021, the Company entered in to an agreement with an FCA regulated 
broker to dispose 30 Saxa Bonds ISIN: IT0005418436 (for a nominal value of ? 
29,131.73 net of a 3.5% commission) and further 220 Bonds (for a nominal value 
of ?220,000 at the prevailing market conditions and gross before a commission 
of 5%), in various tranches from October to 31 December 2021, with an 
undertaking that the further 220 Bonds will be purchased by the broker and 
accounted for no later than 31 December 2021. 
 
 
 
END 
 
 

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July 30, 2021 08:51 ET (12:51 GMT)