REG - Mirriad Advertising - Final Results
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RNS Number : 4518O Mirriad Advertising PLC 26 June 2025
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("MAR"). Upon the publication of this
announcement, this inside information is now considered to be in the public
domain.
26 June 2025
Mirriad Advertising plc
("Mirriad" or the "Company")
Audited results for the year ended 31 December 2024
Mirriad, a leading in-content advertising company, announces its audited
results for the year ended 31 December 2024 ("2024").
Financial summary
• Decrease in revenue to £1.00m (2023: £1.80m)
following decline in US markets
• Adjusted EBITDA* loss decreased to £8.3m (2023:
£10.4m) and cash consumption decreased to £7.4m (2023: £10.5m) following
further restructuring in the year
• Statutory loss for the year £8.4m (2023: £10.9m)
• Net cash at 31 December 2024 of £4.8m (2023: £6.1m)
• Net assets at 31 December 2024 of £4.8m (2023:
£6.6m), tracking cash holding
* Defined as operating loss adjusted for depreciation, amortisation and
share-based payment expense
Post year end highlights
• Significant restructuring of the Group announced on 13 May 2025
including a joint venture agreement relating to US operations with a JV
Partner acquiring the exclusive right to market VPP to Mirriad's existing US
media partners in return for a one-off £0.2 million payment and a revenue
share
• Placing raising £1.5m (gross) together with retail
offer raising a further £0.1m
• Further significant cost saving measures implemented to reduce the
Group's monthly cost base to approximately £250,000, with the planned cost
savings being primarily achieved through a c. 40% reduction in staff numbers,
with the majority of headcount reduction being implemented in the UK and US
• Focus on EMEA market to drive growth
Current trading and outlook
Revenue to the end of May 2025 was around £200k split roughly evenly between
the US (pre joint venture) and EMEA. Our current pipeline is possibly the
strongest we have ever seen in Europe with our first six figure deal in the
region contracted and beginning production to start airing over Summer (as
currently scheduled), and multiple other similar sized deals being targeted
and in discussion. In Germany we already have a follow-up booking contracted
with the major retailer Lidl for the Christmas season and are at varying
stages of negotiation with many of Germany's largest media spenders, including
returning clients, for deals across Q3 and Q4. We remain in substantive
discussions in relation to the proposed services agreement with a leading
Middle East-based broadcast and streaming company which we referenced in the
Placing and Retail Offer announcement of 13 May 2025.
Cash at bank at the end of May was approximately £2.1m, prior to the receipt
of c. £1.4m net proceeds from the placing and retail offer, £0.2m from our
US Joint Venture partner and approximately £0.9m of costs relating to the
restructuring exercise undertaken at that time.
Louis Wakefield, CEO of Mirriad, said: "2024 was a year of considerable
challenge for Mirriad; however, with the US joint venture and associated
restructuring now complete, I believe we are now well-placed to benefit from
the new organisational structure in the U.S whilst being able to focus on
driving growth from the European market"
For further information please visit www.mirriad.com
(http://www.mirriad.com/) or contact:
Mirriad Advertising plc c/o Allenby
Louis Wakefield, Chief Executive Officer
Nic Hellyer, Chief Financial Officer
Nominated Adviser, Broker & Joint Bookrunner: Tel: +44 (0)20 3328 5656
Allenby Capital Limited
James Reeve/Lauren Wright (Corporate Finance)
Guy McDougall/Matt Butlin (Sales and Corporate Broking)
Notes to Editors
About Mirriad
A leader in virtual product placement and in-content advertising, Mirriad's
multi-patented and award-winning platform dynamically inserts products and
brands into Television, SVOD/AVOD, Music, and Influencer content. Mirriad
creates net-new revenue opportunities for content owners with an ad format
that virtually integrates brands in entertainment content, drives exceptional
performance for advertisers and dramatically improves the viewing experience.
Mirriad currently operates in Europe and India.
Forward looking statements
Certain information contained in this announcement, including any information
as to the Group's strategy, plans or future financial or operating
performance, constitutes "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "anticipates", "projects",
"expects", "intends", "aims", "plans", "predicts", "may", "will", "seeks"
"could" "targets" "assumes" "positioned" or "should" or, in each case, their
negative or other variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions. These
forward-looking statements include all matters that are not historical facts.
They appear in a number of places throughout this announcement and include
statements regarding the intentions, beliefs or current expectations of the
Directors concerning, among other things, the Group's results of operations,
financial condition, prospects, growth, strategies and the industries in which
the Group operates. The directors of the Company believe that the expectations
reflected in these statements are reasonable, but may be affected by a number
of variables which could cause actual results or trends to differ materially.
Each forward-looking statement speaks only as of the date of the particular
statement.
By their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future or are beyond the Group's control. Forward-looking
statements are not guarantees of future performance. Even if the Group's
actual results of operations, financial condition and the development of the
industries in which the Group operates are consistent with the forward-looking
statements contained in this document, those results or developments may not
be indicative of results or developments in subsequent periods.
Chairman's statement
I joined your board as Chair Elect on 12 June 2024 and took over as Chair when
John Pearson stood down as Chair at the AGM on 28 June 2024. He kindly stayed
on the Board until he resigned as a director in September. I would like to
thank him for his support and smooth handover.
2024 and 2025 to date have been very difficult times for Mirriad. Our revenue
expectations in the USA were missed as broadcasters, agencies and brands
delayed, deferred and cancelled marketing campaigns using Mirriad's VPP
technology. Whilst we did significantly reduce our cost base, our burn rate
remained far too high for the level of activity.
Coming into 2025 we were in merger discussions with another AIM-quoted company
on an all-paper combination deal which could have halved our cost base as part
of a combined group and also would have accelerated our revenue line. However,
after nearly four months of due diligence and with their board being excited
about the combination, they decided not to proceed. This further
disappointment led the Board to act dramatically, and we decided that Mirriad
needed a change of leadership and strategy. We were delighted to appoint Louis
Wakefield, who had been running our successful European sales efforts, to be
our new CEO, and to focus the business on direct sales only in the EMEA
region.
We were able to announce and close a joint venture with a US partner for an
upfront cash payment of £200k, a revenue share and the removal of all our US
costs. This allowed us to very materially reduce our monthly cost base whilst
retaining our capability to service our EMEA clients directly and gain revenue
from our US partner.
As our costs are mainly people-related we had to reduce our head count across
the UK and US. This meant that we sadly had to say goodbye to many colleagues
who had tried to make Mirriad achieve commercial success. I would especially
like to thank the Board members who have left or will be leaving us in 2025:
Stephan Beringer, Bob Head and Nicole McCormack. I would also like to say a
special thanks to director and CFO Nic Hellyer who will also be stepping down
in due course and leaving the Group after the completion of the audit and a
suitable handover period.
We are excited for Louis' new leadership direction and strategy, and JoAnna
and I look forward to supporting him to execute it. We will embrace with
partners to deliver near term revenue to drive towards being cash flow
positive, and also to showcase Mirriad's excellent VPP capability.
I would like to thank our shareholders for supporting us over the past year
and in particular those that participated in our recent fundraise.
James Black
Non-executive Chair
Chief Executive Officer's Statement
2024 presented significant challenges for the broader media industry and for
Mirriad. Management took action to address those challenges, however,
continuing delays with content clearances from partners in the US and the lack
of engagement from agency partners from the limited opportunities cleared
meant that US revenues continued to disappoint. This was further compounded by
strong macro-economic winds and political uncertainties.
In contrast to the US, our operations in key European (excluding Middle East)
markets grew steadily, achieving approximately 40% growth compared to FY2023 -
in some key regions, growing at a rate significantly above the YoY industry
average. We believe these markets demonstrate the potential for Mirriad to
drive success when the business is not operating during a period of economic
headwinds or internal structural challenges for our partners, like those seen
in the US.
This potential, along with the pressing need to address our cost-base, was a
key factor in the decision taken in May this year to enter into the joint
venture arrangements with a US adtech partner in respect of our US operations.
This transaction, which we entered into with effect from 1 June 2025, resulted
in the joint venture partner acquiring the exclusive right to market VPP to
Mirriad's existing US media partners in return for a revenue sharing agreement
and a one-off cash payment £0.2m. Crucially, this structure also provides for
the costs of the US operation, including staff, to be met by the joint venture
partner, thus enabling us to capitalise on the momentum we have managed to
generate in the region to date in a profitable way for the first time. In the
longer term we expect to be able to derive further operational benefits from
the combination of our respective tech platforms and increased scale.
We believe that the enhancements offered by the joint venture partner, the
implementation of our cost-cutting plans (which will bring our overall monthly
cost base down from around £650-675k in April this year to a run rate of
around £250k a month) and the potential for growth outside of the US gives us
a strong reason to be optimistic about the potential of the Group. At the time
of the fundraise we stated that the net proceeds of the fundraise and joint
venture, together with our existing cash balance, and payment of the accrued
R&D tax credit for the year ended 31 December 2024 would provide the Group
with a cash runway of not less than 12 months, assuming cash receipts from
sales of not less than £1.2 million in the 12 months from the announcement.
With stringent cost control this minimum sales figure is now slightly lower;
however, with our usual limited visibility over future revenue prospects there
can be no guarantees that these revenues will be achieved, and the business
will face challenges as we evolve towards the new structure. However, based on
our pipeline, we remain confident that this revenue target is achievable and
we look forward to updating shareholders on our continued progress in due
course.
Louis Wakefield
Chief Executive Officer
Financial review
PROFIT AND LOSS
Revenue for the year was £1.0m (FY23 £1.8m), comprising £0.66m from our US
operations (FY23: £1.43m) and £0.34m from EMEA (FY23: £0.36m). The US
result reflects a lack of contributions from partners' sales and no
contributions from US Network upfronts negotiations which had otherwise been
expected.
Cost of sales increased to £349k (FY23: £313k) largely due to inflationary
increases in the Mumbai office. Given the decreased revenues, there was a
decline in gross profit to £0.65m (FY23: £1.49 million).
Our overhead base (i.e. administrative expenses excluding depreciation and
share-based payments) reduced from around £11.9m in 2023 to around £8.9m in
2024. This was largely a result of the significant cost cutting undertaken in
2023, as part of the May 2023 fundraising, but also reflects further
cost-cutting in 2024, including staff (total staff costs falling from £8.4m
to £6.5m) as well as the surrender of the lease over the London office which
(including utilities) was costing around £550k a year. Inevitably this cost
cutting came at some cost to investment in the platform, and this was most
noticeable in the delays to the launch of the programmatic offering.
The Group keeps costs under close review and, since the year end has completed
a major restructuring of the Group, with the US operations being restructured
with a US-based tech partner taking an investment in our US subsidiary, and
the UK/EMEA operations (and in particular the development part of the
technology team) being considerably reduced. This will result in further
administrative cost savings reducing the monthly run rate operating costs of
the business to around £250k.
Trade and other receivables at the year end were £1.46m (FY23: £2.29m) of
which £1.03m (FY23: £1.73m) related to trade receivables. Trade receivables
represent gross amounts billed to end customers of which approximately £623k
(FY23: £997k) was due to be paid to intermediaries (such creditor balances
being recognised in trade creditors and other payables and revenue recognised
net). Mirriad contracts usually provide that creditor balances on such
contracts are only payable once the gross receivable balance has been
received. Since the year end all bar £16k of the gross trade receivables
amount has been received.
Mirriad continues to review and monitor the application of IAS 38 with respect
to the capitalisation of development costs. At the present stage of revenue
growth, and as in recent years, we take the view that it would be
inappropriate to capitalise any development costs in 2024. The income
statement includes £3.1m (FY23: £3.3m) of staff costs and £0.7m of IT and
software costs (FY23: £0.9m) related to research and development ("R&D")
activity, an overall decrease of around 10% year on year. This policy will be
kept under review.
EBITDA and net profit
The decrease in operating costs and decrease in gross margin fed through to
adjusted EBITDA (excluding share‑based payment expense) with EBITDA loss
decreasing to £8.3m (FY23: £10.4m). Likewise, the statutory loss before tax
decreased to £8.73m (FY23: £11.37m).
Taxation
The Group has not recognised any tax assets in respect of trading losses
arising in the current financial year or accumulated losses in previous
financial years. The tax credit recognised in the current and previous
financial years arises from the receipt in cash of R&D tax credits.
Earnings per share
Loss per share decreased as a result of the increased loss for the period on
an increased share capital. The loss per share for 2024 was 1.0p per share
(FY23: loss of 2.7p per share).
CASH FLOW
Net cash used in operating activities was £7.4m (FY23: £10.5m) as the
decrease in operating costs flowed through to cash. The Group expended £20k
(FY23: £39k) of capital expenditure on tangible assets in the year.
Net proceeds from the issue of Ordinary Shares in May and June 2024 totalled
£6.3m following the successful fundraise.
BALANCE SHEET
Net assets decreased to £4.7m (FY23: £6.6m) as a result of the losses for
the year. Cash and cash equivalents at 31 December 2024 were £4.8m (FY23:
£6.1m).
GOING CONCERN
The financial statements have been prepared on a going concern basis
notwithstanding the Group having made a loss for the year of £8.4m (FY23:
£10.9m). The going concern basis assumes that the Group and Company will have
sufficient funds available to continue to trade for the foreseeable future and
not less than 12 months from the date of approving these financial statements.
The Group's cash balance was £4.8m at the year end and the Group remains debt
free with no external borrowing.
The Company announced a successful Placing and Retail Offer that raised
approximately £1.4m after costs on 13 May 2025, which completed on 4 June.
After making enquiries and producing cash flow forecasts for the period up to
31 December 2025, the Directors have reasonable expectations, as at the date
of approving the financial statements, that the Company and the Group will
have adequate resources to fund the activities of the Company and the Group
for at least the next 12 months from the date of approving these financial
statements.
The Group and Company's base case forecast suggests that the Group will not
require additional external funding to be able to continue as a going concern.
Revenue in this base case forecast is expected to be largely flat against the
revenue recorded in the year ending 31 December 2024, however, the base case
forecast assumes (i) growing EMEA revenues from £0.35m in the year ended 31
December 2024, to £0.85m in the forecast 12 month period, and (ii) as a
result of the restructuring of the Group, which completed in June 2025, a
substantial reduction in revenue from the US business from £0.66m in the year
ended 31 December 2024 to £0.18m in the forecast 12 month period.
The Directors' base case forecast has been made in light of well advanced
negotiations with a previous customer of the Group which, if completed, would
result in a material amount of revenue being recognised in the 12 month review
period. Only a small proportion of the forecast revenues are contractually
committed at the date of approval of the financial statements. In combination
with the uncertainty over the level of new business the Group will be able to
secure in the forecast period, in a severe but plausible downside scenario,
revenue may be substantially lower than in the base case forecast.
The forecast model suggests additional funding would only be required within
12 months of approving these financial statements if the Group achieves
annualised revenue less than approximately £0.3m in the review period,
representing a fall of at least 70% from these base case assumptions, and when
also allowing for projected winding up costs. Such funding is not currently
committed.
These conditions indicate the existence of a material uncertainty which may
cast significant doubt about the Group's and the Company's ability to continue
as a going concern. The financial statements do not include the adjustments
that would result if the Group and the Company were unable to continue as a
going concern.
EVENTS AFTER THE REPORTING PERIOD
On 13 May 2025 the Company announced a significant restructuring of its
operations (including a joint venture agreement relating to those operations
in the US) and a proposed fundraising that raised £1.6m before fees. The
Directors identified cost saving measures to reduce the Group's monthly cost
base to approximately £250k, with the planned cost savings being primarily
achieved through a c. 40% reduction in staff numbers and the majority of that
headcount reduction being implemented in the UK and US. All of these funds, as
well as the £0.2m from the joint venture partner, was received prior to the
approval of these financial statements.
Consolidated statement of profit or loss
Year ended Year ended
31 December 31 December
2024 2023
(audited) (audited)
Note £000 £000
Revenue 5 1,003 1,803
Cost of sales (349) (313)
Gross profit 654 1,490
Administrative expenses 6 (9,476) (12,967)
Operating loss 6 (8,822) (11,477)
Finance income 97 111
Finance costs - (1)
Finance income/(costs) - net 97 110
Loss before income tax (8,725) (11,367)
Income tax credit 10 317 432
Loss for the year (8,408) (10,935)
Loss per Ordinary Share - basic (1p) (3p)
All activities are classified as continuing.
Consolidated statement of comprehensive income
Year ended Year ended
31 December 31 December
2024 2023
(audited) (audited)
£000 £000
Loss for the financial year (8,408) (10,935)
Other comprehensive income/(loss)
Items that may be reclassified to profit or loss:
Transfer of surrendered options 371 -
Exchange differences on translation of foreign operations 15 3
Total comprehensive loss for the year (8,022) (10,932)
Items in the statement above are disclosed net of tax.
Consolidated balance sheet
As at As at
31 December 31 December
2024 2023
(audited) (audited)
Note £000 £000
Assets
Non-current assets
Property, plant and equipment 30 261
Intangible assets - -
Investments - -
Trade and other receivables 14 20 20
50 281
Current assets
Trade and other receivables 14 1,461 2,285
Other current assets 346 457
Cash and cash equivalents 4,783 6,109
6,590 8,851
Total assets 6,640 9,132
Liabilities
Non-current liabilities
Lease liabilities - -
Current liabilities
Trade and other payables 15 1,874 2,333
Current tax liabilities 14 14
Lease liabilities - 210
1,888 2,557
Total liabilities 1,888 2,557
Net assets 4,752 6,575
Equity and liabilities
Equity attributable to owners of the parent
Share capital 60 55
Share premium 77,719 71,408
Share-based payment reserve 5,762 5,879
Retranslation reserve (298) (313)
Accumulated losses (78,491) (70,454)
Total equity 4,752 6,575
Consolidated statement of changes in equity
Year ended 31 December 2023
Share-based Retranslation Accumulated
Share capital Share premium payment reserve reserve losses Total equity
£000 £000 £000 £000 £000 £000
Balance at 1 January 2023 53 65,755 5,153 (316) (59,519) 11,126
Loss for the financial year - - - - (10,935) (10,935)
Other comprehensive income for the year
- - - 3 - 3
Total comprehensive loss for the year
- - - 3 (10,935) (10,932)
Proceeds from shares issued 2 6,302 - - 6,304
Share issue costs - (649) - - - (649)
Share-based payments recognised as expense
- - 726 - - 726
Total transactions with shareholders recognised directly in equity
2 5,653 726 - - 6,381
Balance at 31 December 2023 55 71,408 5,879 (313) (70,454) 6,575
Year ended 31 December 2024
Share-based Retranslation Accumulated
Share capital Share premium payment reserve reserve losses Total equity
Note £000 £000 £000 £000 £000 £000
Balance at 1 January 2024 55 71,408 5,879 (313) (70,454) 6,575
Loss for the financial year - - - - (8,408) (8,408)
Other comprehensive income for the year
- - - 15 371 386
Total comprehensive loss for the year
- - - 15 (8,037) (8,022)
Proceeds from shares issued 5 6,786 - - 6,791
Share issue costs - (475) - - - (475)
Transfer of surrendered options - - (371) - - (371)
Share-based payments recognised as expense
- - 254 - - 254
Total transactions with shareholders recognised directly in equity
5 6,311 (117) - - 6,199
Balance at 31 December 2024 60 77,719 5,762 (298) (78,491) 4,752
Consolidated statement of cash flows
2024 2023
(audited) (audited)
£000 £000
Cash flow used in operating activities (7,938) (11,109)
Tax credit received 457 558
Taxation paid (29) (25)
Interest received 97 111
Lease interest paid - (1)
Net cash used in operating activities (7,413) (10,466)
Cash flow from investing activities
Purchase of tangible assets (20) (39)
Proceeds from disposal of tangible assets - 3
Net cash used in investing activities (20) (36)
Cash flow from financing activities
Proceeds from issue of Ordinary Share capital (net of costs of issue)
6,316 5,655
Payment of lease liabilities (209) (333)
Net cash generated from/(used in) financing activities 6,107 5,322
Net decrease in cash and cash equivalents (1,326) (5,180)
Cash and cash equivalents at the beginning of the year 6,109 11,289
Cash and cash equivalents at the end of the year 4,783 6,109
Cash and cash equivalents consists of:
Cash at bank and short-term bank deposits 4,783 6,109
Notes to the consolidated financial statements
For the year ended 31 December 2024
NB this summary announcement is extracted from the full financial statements
and the Notes section is not reproduced in full.
5. SEGMENT INFORMATION
The amount of revenue from external customers by location of the Group billing
entity is shown in the tables below.
2024 2023
Revenue £000 £000
Turnover by geography
USA 659 1,429
UK 344 357
China _ 17
Total 1,003 1,803
2024 2023
Revenues from external customers by country, based on the destination of the £000 £000
customer
USA 634 1,383
Germany 204 168
UK 111 65
Canada 26 46
France 12 4
Turkey 10 16
Japan 6 12
United Arab Emirates - 92
China - 17
Total 1,003 1,803
Revenues of £212k (2023: £515k) are derived from a single external customer
based in the US. None of the total revenue recognised for the year was
recognised over time (2023: nil) and £1,003k was recognised at a point in
time (2023: £1,803k).
Loss before tax
The EBITDA is the loss for the year before depreciation, amortisation,
interest and tax. The loss before tax is broken down by segment as follows:
2024 2023
£000 £000
UK (7,860) (10,310)
USA 102 82
India (576) (732)
China - 525
Adjusted EBITDA (8,334) (10,435)
Share-based payment expense (254) (726)
Total EBITDA (8,588) (11,161)
Depreciation (234) (316)
Finance Income net 97 110
Loss before tax (8,725) (11,367)
6. OPERATING LOSS
The Group operating loss is stated after charging/(crediting):
2024 2023
£000 £000
Employee benefits excluding restructuring costs 6,502 8,422
Restructuring costs - 359
Depreciation of property, plant and equipment 234 316
Foreign exchange movements 23 62
Other general and administrative costs 3,066 4,121
Total cost of sales, administrative expenses and other operating income 9,825 13,280
The Employee benefits numbers above include £3,079k (2023: £3,260k) related
to Research and Development activities. Other general and administrative costs
include legal and professional fees, IT infrastructure and software-related
costs, of which £695k (2023: £947k) is related to Research and Development
activities, property costs, marketing and research costs.
During the years indicated the Group obtained the services from and paid the
fees of the Group's auditors as detailed below:
2024 2023
£000 £000
Audit fees 78 148
Total 78 148
Non-audit fees payable to Cooper Parry were £nil (2023:
PricewaterhouseCoopers LLP £nil).
10. INCOME TAX CREDIT
2024 2023
£000 £000
Current tax
Research and development tax credit for the year (346) (457)
Adjustment in respect of prior years - -
Foreign tax payable 29 25
Total current tax (317) (432)
Deferred tax
Origination and reversal of timing differences - -
Total deferred tax - -
Tax on loss (317) (432)
UK corporation tax credit relates to R&D tax credits receivable by the
Group and represents the full balance included in Other current assets in the
Group balance sheet.
14. TRADE AND OTHER RECEIVABLES
Group Company
2024 2023 2024 2023
£000 £000 £000 £000
Trade receivables - net 1,033 1,731 21 43
Other tax receivable 108 88 - -
Other debtors 109 191 50 179
Accrued Income _ 4 - 4
Prepayments 231 291 182 245
1,481 2,305 253 471
Less non-current portion: other debtors (20) (20) - -
Current portion 1,461 2,285 253 471
15. TRADE AND OTHER PAYABLES AND PROVISIONS
Group Company
2024 2023 2024 2023
£000 £000 £000 £000
Trade creditors and other payables 712 672 81 176
Deferred income - 3 - 3
Other taxation and social security 115 197 115 197
Intercompany balances - - 748 -
Accruals 1,047 1,461 337 505
Total 1,874 2,333 1,281 881
As at 31 December 2024 the deferred revenue balance was £nil (2023: £3k).
At the end of December 2023, the largest individual deferred revenue balance
was £3k, related to Black C Media.
21. CASH USED IN OPERATIONS
Group
2024 2023
Note £000 £000
Loss for the financial year (8,408) (10,935)
Adjustments for:
Tax on loss on ordinary activities 10 (317) (432)
Interest income 8 (97) (111)
Lease interest costs 8 - 1
Operating loss (8,822) (11,477)
Depreciation of right-of-use assets 12 164 254
Depreciation of other tangible assets 12 70 62
Loss/(profit) on disposal of tangible assets 14 3
Bad debts written off/(reversed) (20) 26
Share-based payment charge 20 254 726
Foreign exchange variance 19 15 3
Movement in provisions - (198)
Decrease/(increase) in debtors 846 49
(Decrease)/increase in creditors (459) (557)
Cash flow used in operations (7,938) (11,109)
25. EVENTS AFTER THE REPORTING PERIOD
On 13 May 2025 the Company announced a significant restructuring of its
operations (including a joint venture agreement relating to those operations
in the US) and a proposed fundraising. The Directors identified cost saving
measures to reduce the Group's monthly cost base to approximately £250,000,
with the planned cost savings being primarily achieved through a c. 40%
reduction in staff numbers, with the majority of headcount reduction being
implemented in the UK and US.
The proposed fundraising comprised:
(1) a conditional fundraising (the "Placing") to raise a minimum of £1.5
million through a placing of a minimum of 15,000,000,000 new ordinary shares
of £0.00001 each in the capital of the Company ("Ordinary Shares") to new and
existing institutional investors ("Placees") at an issue price of 0.01 pence
per new Ordinary Share (the "Issue Price"); and
(2) a separate conditional retail offer to existing shareholders to raise up
to approximately £0.2 million (before expenses) at the Issue Price (the
"Retail Offer")
The Company also announced that (3) it had entered into non-binding heads of
terms ("HoTs") with a US tech company (the "JV Partner") which, subject to
entering into a formal joint venture agreement (the "JV Agreement"), would
acquire the exclusive right to market VPP to Mirriad's existing US media
partners in return for a one-off £0.2 million payment (the "JV Contribution")
and a revenue share.
Following the signing of the HoTs with the JV Partner, discussions and
negotiations with the JV Partner continued, leading to definitive
documentation being entered into on 1 June 2025. This definitive documentation
comprised:
(1) a securities purchase agreement with the JV Partner (the "Securities
Purchase Agreement") with respect to the purchase by the JV Partner of 19.9%
of the issued common stock of Mirriad Inc. which represent approximately 19.9%
of Mirriad Inc., for an aggregate purchase price of £0.2 million to be paid
in cash by the JV Partner (representing the JV Contribution contemplated in
the HoTs ); and
(2) an omnibus agreement with Mirriad Inc. and the JV Partner which contains
the following material terms: (i) a net revenue sharing arrangement in respect
of the revenue generated by Mirriad U.S. from its existing sell-side media
partners in the United States; (ii) an agreement that, following Closing, the
JV Partner shall provide, at its own expense, a number of administrative
services to, and will run and operate, Mirriad U.S., at its own cost.
The Placing and Retail Offer were approved at the General Meeting of the
Company held on 2 June and hence the Company raised gross proceeds of
approximately £1.6 million (approximately £1.4m net of the costs of the
fundraising and the JV Agreement) and the JV Agreement became effective on 4
June.
General
Audited accounts
The financial information set out above does not comprise the Group or the
Company's statutory accounts. The Annual Report and Financial Statements for
the year ended 31 December 2023 have been filed with the Registrar of
Companies. The Independent Auditors' Report on the Annual Report and Financial
Statements ("Annual Report") for the year ended 31 December 2023 was
unqualified, but did draw attention to indicate the existence of a material
uncertainty which may cast significant doubt about the Group's and the
Company's ability to continue as a going concern. That Annual Report did not
contain a statement under 498(2) or 498(3) of the Companies Act 2006.
The Independent Auditors' Report on the Annual Report for the year ended 31
December 2024 is unqualified, but does draw attention to indicate the
existence of a material uncertainty which may cast significant doubt about the
Group's and the Company's ability to continue as a going concern. The Annual
Report for 2024 does not contain a statement under 498(2) or 498(3) of the
Companies Act 2006.
The Annual Report, together with notice of the annual general meeting, are
expected to be posted to shareholders shortly. Copies will also be available
on the Company's website (www.mirriad.com).
As this summary announcement is extracted from the full financial statements,
certain references may refer to notes which are not included herein, and the
Notes section is not reproduced in full.
Principal risks and uncertainties
The principal risks and uncertainties facing the Group together with actions
being taken to mitigate them and future potential items for consideration will
be set out in the Strategic Report section of the Annual Financial Report
2024.
Presentation of figures
Figures may be rounded to the nearest £0.1m, £0.01m or £'000 as the case
may be. Percentage increases or decreases stated above are based on the
figures as rounded. Minor differences may arise in tabulation and figures
presented elsewhere due to rounding differences.
This announcement was approved by the Board of Directors on 25 June 2025.
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