REG - Golden Rock Global - Half-year Report
29/09/2023 07:00
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RNS Number : 0619O Golden Rock Global PLC 29 September 2023
Golden Rock Global plc
(Incorporated and registered in Jersey under the Companies (Jersey) Law 1991
with registered number 121560)
Unaudited Condensed Interim
Financial Statements
For the Period from 1(st) January 2023
to 30 June 2023
CHAIRMAN'S STATEMENT
It is a pleasure to announce the unaudited condensed interim financial
statements for the Company for the period ended 30 June 2023.
The key event during the period was the restoration of the Company's trading
facility following the conclusion of discussions with Bolt Global Limited.
Post the period end there were two key events:
· The appointment of Clear Capital Limited as broker and a placing
of new ordinary shares to raise £95,000 gross; and
· As announced on 17 August 2023, the Company entered into heads of
terms with 2Mee Limited regarding a potential RTO, and the Company's shares
were suspended. The Board is pleased to confirm that legal and financial due
diligence in connection with the acquisition of 2Mee Limited is progressing
well and we expect to have a complete submission to the FCA for an eligibility
review of listing and a prospectus review in accordance with Listing Rule
5.6.21R by 1 December 2023.
As at 30 June 2023, the Company had cash of £54,000 and, post the fund raise
announced on 20 July 2023, had cash in bank at 30 August 2023 of approximately
£98,800. The Company has sufficient cash for its immediate requirements but
will need to seek further funds or facilities if the acquisition of 2Mee
Limited has not concluded in early 2024.
As announced on 5 December 2022, Wei Chen, a director, entered into a Loan
Note Agreement for aggregate gross proceeds of £100,000. The maturity date of
the agreement is 1 December 2023 and the Board are in discussions with Wei
Chen regarding whether he wishes to convert the Loan Note in accordance with
its terms or extend the maturity date. The Company will make an appropriate
announcement in due course in line with its regulatory obligations.
On behalf of the Board, I thank shareholders for their continued support.
Ross Andrews
Chairman
Date: 29 September 2023
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors confirm, to the best of their knowledge, that these condensed
interim financial statements have been prepared in accordance with
International Accounting Standard 34, 'Interim Financial Reporting', as
adopted by the European Union 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:
· An indication of 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
· Material related party transactions in the first six months and
any material changes in the related party transactions described in the last
Annual Report and Accounts.
The directors of Golden Rock Global plc are listed in the Golden Rock Global
plc Annual Report and Accounts 2022. A list of current directors is maintained
on the website:
http://www.grglondon.com (http://www.grglondon.com)
By Order of the Board
Wei Chen
Executive Director
Date: 29 September 2023
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
6 months 6 months
ended ended
Note 30/06/2023 30/06/2022
£ £
Administrative expenses 8 (94,663) (62,179)
Other income 27,003 -
Operating loss (67,660) (62,179)
Finance income - -
Finance costs (6,161) (168)
Profit/(Loss) before taxation (73,821) (62,347)
Income tax expense - -
Profit/(Loss) for the period (73,821) (62,347)
Profit/(Loss) per share - basic and diluted (pence per share) 10 (0.39) (0.33)
The notes on pages 7 to 13 form an integral part of these condensed
financial statements.
CONDENSED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
Note 30/06/2023 31/12/2022
£ £
Current assets
Cash and cash equivalents 11 53,669 34,335
Other receivables 12 134,088 107,085
Total current assets 187,757 141,420
Total assets 187,757 141,420
Equity and liabilities
Capital and reserves attributable to owners of the company
Ordinary shares 13 191,750 191,750
Share premium 13 1,605,788 1,605,788
Retained earnings (1,874,568) (1,800,747)
Total equity (77,030) (3,209)
Current liabilities
Trade creditors 156,587 101,102
Accruals 8,200 43,527
Convertible loan 14 100,000 -
Total current liabilities 264,787 144,629
Total equity and liabilities 187,757 141,420
These financial statements were approval by the Board of Directors for issue
on 29 September 2023 and signed on behalf by:
Wei Chen
Executive Director
The notes on pages 7 to 13 form an integral part of these condensed
financial statements.
CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2023
Note Share Share premium Retained earnings Total equity
capital
£ £ £ £
Balance at 1 January 2023 13 191,750 1,605,788 (1,800,747) (3,209)
Total comprehensive loss for the financial period
- - (73,821) (73,821)
Balance at 30 June 2023 (Unaudited) 191,750 1,605,788 (1,874,568) (77,030)
FOR THE PERIOD ENDED 30 JUNE 2022
Note Share Share premium Retained earnings Total equity
capital
£ £ £ £
Balance at 1 January 2022 13 191,750 1,605,788 (1,634,841) 162,697
Total comprehensive loss for the financial period
- - (62,347) (62,347)
Balance at 30 June 2022 (Unaudited) 191,750 1,605,788 (1,697,188) 100,350
The notes on pages 7 to 13 form an integral part of these condensed
financial statements.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 JUNE 2023
Half Year to 30/06/2023 Half Year to 30/06/2022
£ £
Cash flows from operating activities
Operating profit/(loss) (73,821) (62,347)
Foreign exchange gain - -
(Increase)/Decrease in receivables (27,003) 961
Increase/(Decrease) in payables 20,158 (20,000)
Net cash generated from operating activities (80,666) (81,386)
Cash flows from investing activities
Interest received - -
Net cash used in investing activities - -
Cash flows from financing activities
Proceeds from borrowings 100,000 -
Cash flows from financing activities 100,000 -
Net increase/(decrease) in cash, cash equivalents and bank overdrafts
19,334 (81,386)
Cash, cash equivalents and bank overdrafts at beginning of the half-year 34,335 182,974
Exchange gain/(losses) on cash and bank overdrafts - -
Cash, cash equivalents and bank overdrafts at end of the half-year
53,669 101,588
The notes on pages 7 to 13 form an integral part of these condensed financial
statements.
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The Company was incorporated and registered in Jersey as a public company
limited by shares on 17 June 2016 under the Companies (Jersey) Law 1991, as
amended, with the name Golden Rock Global plc, and registered number 121560.
The Company's registered office is located at 11 Bath Street, St Helier, JE4
8UT, Jersey.
2. PRINCIPAL ACTIVITIES
The principal activity of the Company is to seek acquisition opportunities,
initially focusing on the Fintech sector.
3. RECENT ACCOUNTING PRONOUNCEMENT
a) New interpretations and revised standards effective for the period ended 30
June 2023
The Company has applied the same accounting policies and methods of
computation in its interim financial statements as in its 2022 annual
financial statements, except for those that relate to new standards and
interpretations effective for the first time for periods beginning on (or
after) 1 January 2023, and will be adopted in the 2023 annual financial
statements. New standards impacting the Company that will be adopted in the
annual financial statements for the year ending 31 December 2023, and which
have given rise to changes in the Company's accounting policies are:
IFRS Particular Effective Date
Amendments to IAS 1 Classification of Liabilities as Current or Non-current 1st January 2023
Amendments to IAS 8 Definition of Accounting Estimates 1st January 2023
Amendments to IAS 12 Deferred Tax Related to Assets and Liabilities arising from a Single 1st January 2023
Transaction
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Deferred indefinitely by amendments made in December 2015
Venture
Amendments to IFRS 17 Insurance Contracts 1st January 2023
b) Standards and interpretations in issue but not yet effective
There are a number of standards and interpretations which have been issued by
the International Accounting Standards Board that are effective for periods
beginning subsequent to 31 December 2023 (the date on which the company's next
annual financial statements will be prepared up to) that the Company has
decided not to adopt early. The Directors do not believe these standards and
interpretations will have a material impact on the financial statements once
adopted.
4. ACCOUNTING POLICIES
a) Basis of preparation
The condensed interim financial statements for the six months ended 30 June
2023 were approved by the Board of Directors on 28 September 2023. The
condensed interim financial statements have been prepared in accordance with
the Disclosure and Transparency Rules of the Financial Conduct Authority and
International Accounting Standard 34 "Interim Financial Reporting" (IAS 34) as
adopted by the European Union. The accounting policies applied by the company
in these condensed interim financial statements are the same as those set out
in the company's Annual Report and Accounts for the year ended 31 December
2022. No material new standards, amendments to standards or interpretations
are effective in the period ended 30 June 2023.
The condensed interim financial statements are unaudited and have not been
reviewed by the auditors. The financial information for the year ended 31
December 2022 does not constitute the Company's statutory financial
statements. The Company's statutory financial statements for that year have
been filed with the Jersey Registrar of Companies and received an unqualified
auditor's report.
The condensed interim financial statements have been prepared on the going
concern basis which assumes that the company will continue in operational
existence for the foreseeable future on the grounds that the Directors will
continue to financially support the company until such time as the business
achieves financial viability. The company financial statements do not reflect
any adjustments that would be required if they were to be prepared on a basis
other than the going concern basis.
The financial information is presented in Pounds Sterling (£), which is the
Company's functional and presentational currency.
b) Going Concern
The financial statements have been prepared on the assumption that the Company
is a going concern. When assessing the foreseeable future, the directors have
looked at a period of 12 months from the date of approval of this report.
Despite cash being received post year end from the placing of new ordinary
shares, the Company will need to raise additional funds in order to meet its
day-to-day working capital requirements. The Directors are confident in their
ability to raise sufficient capital from new shareholders or, if necessary,
obtain alternative sources of funding. Whilst the Directors recognise that
there is significant material uncertainty around going concern as a result of
the trading results for the period to 30 June 2023, the accounts have still
been prepared on a going concern basis, which is supported by confidence over
the ability to raise sufficient funds through the issue of further equity
should the need arise.
c) Foreign currency translation
The financial statements of the Company are presented in the currency of the
primary environment in which the Company operates (its functional currency).
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in profit and
loss.
d) Financial instruments
Financial assets and financial liabilities are recognised in the Statement of
Financial Position when the Company becomes a party to the contractual
provisions of the instruments. Financial assets and financial liabilities are
initially measured at fair value.
Transaction costs that are directly attributable to the acquisition or issue
of financial assets and financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss) are added to or
deducted from the fair value of the financial assets or financial liabilities,
as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets
or financial liabilities at fair value through profit or loss are recognised
immediately in profit or loss.
Impairment of financial assets
An assessment for impairment is undertaken when there is objective evidence
that a financial asset is impaired. Impairment loss on financial assets is
recognised when there is objective evidence that the Company will not be able
to collect all the amounts due to it in accordance with the original terms of
the receivables. The amount of the impairment loss is determined as the
difference between the asset's carrying amount and the present value of
estimated future cash flows.
Financial liabilities
The Company's financial liabilities include amounts due to shareholders and
other payables and accruals. Financial liabilities are recognised when the
Company becomes a party to the contractual provision of the instrument. All
financial liabilities are recognised initially at their fair value, net of
transaction costs, and subsequently measured at amortised cost, using the
effective interest method, unless the effect of discounting would be
insignificant, in which case they are stated at cost.
The Company derecognises financial liabilities when, and only when, the
Company's obligations are discharged, cancelled or they expire.
d) Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held on call with
banks and other short term (having maturity within 3 months) highly liquid
investments that are readily convertible into known amounts of cash and which
are subject to an insignificant risk of changes in value.
e) Earnings per share
Basic earnings per share is computed using the weighted average number of
shares outstanding during the period. Diluted earnings per share is computed
using the weighted average number of shares during the period plus the
dilutive effect of dilutive potential ordinary shares outstanding during the
year.
5. ACCOUNTING ESTIMATES AND JUDGEMENTS
Preparation of financial information in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. The estimates and associated assumptions are
based on historical experience and various other factors that are believed to
be reasonable under the circumstances, the results of which form the basis of
making judgements about carrying values of assets and liabilities that are not
readily apparent from other sources.
It is the Directors' view that there are no significant areas of estimation,
uncertainty and critical judgements in applying accounting policies that have
significant effect on the amount recognised in the financial information for
the period.
6. FINANCIAL RISK MANAGEMENT
a) Categories of financial instruments
The carrying amounts and fair value of the Company's financial assets and
liabilities as at the end of the reporting year are as follows:
Half Year to 30/06/2023 Half Year to 30/06/2022
£ £
Financial assets at amortised cost
Loans and receivables (including cash and cash equivalents) 187,757 105,963
Financial liabilities at amortised cost
Financial liabilities at amortised cost 264,787 5,613
b) Financial risk management objectives and policies.
The Company is exposed to a variety of financial risks: market risk (including
currency risk), credit risk and liquidity risk. The risk management policies
employed by the Company to manage these risks are discussed below. The primary
objectives of the financial risk management function are to establish risk
limits, and then ensure that exposure to risk stays within these limits. The
operational and legal risk management functions are intended to ensure proper
functioning of internal policies and procedures to minimise operational and
legal risks.
i) Market risk
Market risk is not material.
ii) Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Company. Credit
allowances are made for estimated losses that have been incurred by the
reporting date.
iii) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in
meeting the obligations associated with its financial liabilities. The
Company's approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when
due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Company's reputation.
7. SEGMENT REPORTING
IFRS 8 defines operating segments as those activities of an entity about which
separate financial information is available and which are evaluated by the
Board of Directors to assess performance and determine the allocation of
resources. The Board of Directors are of the opinion that under IFRS 8 the
Company has only one operating segment and one geographic market, in the UK.
The Board of Directors assess the performance of the operating segment using
financial information which is measured and presented in a manner consistent
with that in the Financial Statements. Segmental reporting will be reviewed
and considered in light of the development of the Company's business over the
next reporting period.
8. STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS
Half Year to 30/06/2023 Half Year to 30/06/2022
£ £
Key management emoluments
Remuneration 27,500 27,500
The half year remuneration of the key management was as follows, with no other
cash or non-cash benefits.
£
Non-executive Directors
Ross Andrews 15,000
John Croft 12,500
27,500
9. TAXATION
The Company is incorporated in Jersey, and its activities are subject to
taxation at a rate of 0%.
10. EARNINGS PER SHARE
The Company presents basic and diluted earnings per share information for its
ordinary shares. Basic earnings per share are calculated by dividing the
profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares in issue during the reporting
period. Diluted earnings per share are determined by adjusting the profit or
loss attributable to ordinary shareholders and the weighted average number of
ordinary shares outstanding for the effects of all dilutive potential ordinary
shares.
There is no difference between the basic and diluted earnings per share, as
the Company has no potential ordinary shares.
EARNINGS PER SHARE (CONT'D)
Half Year to 30/06/2023 Half Year to 30/06/2022
Profit/(Loss) attributable to ordinary shareholders (73,821) (62,347)
Weighted average number of shares 19,175,000 19,175,000
Earning/(loss) per share (expressed as pence per share) (0.39) (0.33)
11. CASH AND CASH EQUIVALENTS
30/06/2023 31/12/2022
£ £
Cash at bank equivalents 53,669 101,588
Cash at bank earns interest at floating rates based on daily bank deposit
rates.
12. OTHER RECEIVABLES
30/06/2023 31/12/2022
£ £
Other receivables 134,088 107,085
Other receivables includes the transaction fees which were agreed to be
payable by Bolt Global Limited from the previous proposed acquisition.
13. SHARE CAPITAL
Number of shares Nominal
value
£
Authorised
Ordinary shares of GBP 0.01 each 48,000,000 480,000
Issued and fully paid
On incorporation 100 100
Subdivided share capital 9,900 -
10,000 100
Issue of shares upon placing 19,165,000 191,650
At 31 December 2022 19,165,000 191,650
At 30 June 2023 19,175,000 191,750
The issued shares have nominal value of each share of £0.01 and are fully
paid. There are no restrictions on the distribution of dividends and the
repayment of capital.
14. CONVERTIBLE LOAN
In December 2022, the Company announced that it had raised 12% unsecured
convertible loan note instrument limited to an aggregate principal amount of
£100,000. This loan was subsequently received on 10 January 2023.
Subject to the terms of the Instrument, the company has the right to either
convert or repay the Notes by way of cash payment on the Maturity Date which
is 1 December 2023.
15. CAPITAL MANAGEMENT
The Company manages its capital to ensure that it will be able to continue as
a going concern while maximising the return to shareholders through the
optimisation of the balance between debt and equity.
16. RELATED PARTY TRANSACTIONS
There is no ultimate controlling party.
The remuneration of the Directors, the key management personnel of the
Company, is set out in note 8.
On 20 July 2003, after the reporting period, 400,000 warrants were granted to
each of Ross Andrews and John Croft, directors of the Company. The warrants
have an exercise price of 2.5 pence per share and an exercise period of three
years from the date of grant. The warrants are only capable of being exercised
on the earlier of 12 months from their issuance and the Company undertaking a
transaction or other corporate event the completion of which would require the
publication of a prospectus.
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