REG - Powerhouse Enrgy Grp - Interim results for six months ended 30 June 2021
28 September 2021
Powerhouse Energy Group plc
("Powerhouse" or the "Company")
Interim results for the six months ended 30 June 2021
Powerhouse Energy Group plc (AIM: PHE), the UK technology company pioneering hydrogen production from waste plastic and used tyres, announces its unaudited interim results for the six months ended 30 June 2021.
H1 2021 Highlights
Operational
· Progress at Protos
o Key appointments made
o Orders placed for long lead items including the alloy for thermal Conversion Chamber
· DNV validation of DMG design
· Selection of second site for DMG in Clydebank, Glasgow
Sales
· Engineering support provided to Peel and the SPV for the plant's construction
Financial
· Placing in January 2021 raised £10 million before expenses
· £3.8m loan facility provided to Protos SPV
· Revenues arising of engineering service provision to Protos SPV
Corporate
· Institutional investor engagement in January fund raise
· Entered into exclusivity agreement with Hydrogen Utopia International (HUI) to deploy their clean energy technology in Poland, Greece and Hungary
Board changes and appointments
· Retirement of David Ryan as CEO
· Recruitment process for replacement of CEO underway
· Retirement of Dr. Cameron Davies as Director
· Ian Crockford appointed as specialist project executive to manage the Protos project
· Appointment of Paul Emmitt as Chief Technical Officer
Post-period Highlights
· Acquisition of 48% stake in Engsolve Limited
· Appointment of James Greenstreet as Chairman following retirement of Tim Yeo
· Resignation of Mark Berry as Non-Executive Director
· Appointment of Richard Hodgkinson as Business Development Executive
· Resignation of Allan Vlah as Non-Executive Director
· Appointment of Keith Riley as Non-Executive Director
James Greenstreet, Chairman, commented:
Powerhouse has made great progress in the first half of this year, bolstering the technical and management teams and acquiring a stake in Engsolve, the engineering consultancy. This progress supports our top priority, the building of our first commercial scale plant at the Protos Energy Park in Ellesmere Port, Cheshire. During this period we were delighted to sign a binding agreement with HUI which intends to deploy Powerhouse technology in Poland, Greece and Hungary helping to provide a solution to the world's plastic pollution, accelerate the clean energy transition and improve our environment for future generations.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.
For more information, contact:
Powerhouse Energy Group plc
Tel: +44 (0) 203 368 6399
James Greenstreet, Non-Executive Chairman
WH Ireland Limited (Nominated Adviser)
Tel: +44 (0) 207 220 1666
James Joyce / Megan Liddell
Turner Pope Investments (TPI) Ltd (Joint Broker)
Tel: +44 (0) 203 657 0050
Andrew Thacker / James Pope
SisterSmith PR (media enquiries)
Becca Smith
Mob: +44 (0) 7766522305
Notes to Editors:
About Powerhouse Energy Group plc
Powerhouse has developed a proprietary process technology - DMG® - which can utilise waste plastic, end-of-life-tyres, and other waste streams to efficiently and economically convert them into syngas from which valuable products such as chemical precursors, hydrogen, electricity and other industrial products may be derived. Powerhouse's technology is one of the world's first proven, distributed, modular, hydrogen from waste (HfW) process.
The Powerhouse DMG® process can generate up to 2 tonnes of road-fuel quality hydrogen and more than 58MWh of exportable electricity per day.
Powerhouse's process produces low levels of safe residues and requires a small operating footprint, making it suitable for deployment at enterprise and community level. As announced on 11th February 2020 under its Supplemental Agreement with Peel Environmental, Powerhouse will receive an annual license fee of £500,000 in respect of each project which is commissioned.
Powerhouse is quoted on the London Stock Exchange's AIM Market under the ticker: PHE and is incorporated in the United Kingdom.
For more information see www.powerhouseenergy.co.uk
Interim Results for the six months to 30 June 2021
Chairman's Statement
Introduction
Powerhouse is pleased to update investors with progress made in the first half of 2021. The Company's top priority has been, and remains, the building of our first commercial scale plant at the Protos Energy Park in Ellesmere Port, Cheshire. Recently we have secured the site, bolstered our project and commercial management support and engaged with potential EPCm contractors. Long lead item commitment already actioned means that once a contractor is appointed we are able to gain a fast start and a compressed programme to completion and operation in 2023.
We continue to work closely with Peel NRE to successfully commission and operate this plant as quickly as possible. When operational, this is expected to open up a worldwide market for our DMG technology which can transform plastics and waste into clean energy.
The first half of the year saw several changes to the Board and key appointments to the management team. These appointments have helped to strengthen the management and draw on a wealth of experience in the energy sector. We also saw Tim Yeo step down as Executive Chairman, for personal reasons. However, we are pleased that Powerhouse continues to benefit from Tim's experience as he remains a consultant to the Company. I was pleased to be appointed as Non-Executive Chairman having been a Non-Executive Director of the Company for the past ten years.
We are delighted to have brought in Ian Crockford as an advisor to Powerhouse and Peel NRE to help ensure our first commercial scale plant at the Protos Energy Park is delivered as soon as possible. Ian's former assignments include responsibility for project delivery at the 2012 Olympic Delivery Authority.
Our most recent appointment is a business developer. Richard Hodgkinson will help promote Powerhouse technology and identify commercial opportunities.
We are pleased that our development partner in Poland, HUI, is seeking to deploy Powerhouse technology in Poland, Greece and Hungary and that we have now signed a binding exclusivity agreement. This agreement underlines Powerhouse's vision to become a global leader in technology solutions which will reduce plastic pollution, improve air quality and accelerate the world's clean energy transition.
Protos
In May 2021, the Company announced it had entered into a loan agreement to provide up to £3.8 million to Protos Plastics to Hydrogen No. 1 Limited, the special purpose vehicle ("SPV") set up with Powerhouse's partner, Peel NRE (part of the Peel Group), for the purpose of developing the Protos plant, the first proposed commercial application of Powerhouse's DMG® waste plastic to hydrogen technology. The project is using the loan in the procurement of the long lead items including the key alloy material ordered in June and to be used in the manufacture of the DMG® Advanced Thermal Conversion Technology process. The alloy material was selected after four years of research for its necessary high temperature corrosion resistance whilst providing the strength and lifetime durability.
Protos is a first of a kind ("FOAK") project and by nature is subject to technology risk. The Company is assisting Peel NRE on behalf of the SPV towards the appointment of an EPCm contractor. Additionally, it has recently appointed a projects specialist, Ian Crockford, to run the SPV once contracts are implemented and he is overseeing the procurement and risk management of the project including the contracting element. The Company will keep investors updated when financial close and other key milestones are reached.
Powerhouse works closely with Peel and in June announced that Peel was planning to develop its second waste plastic to hydrogen facility, using Powerhouse technology, at the Rothesay Dock on the north bank of the River Clyde in Scotland. The 13,500 tonne facility would be the second in the UK to use DMG® technology. Decisions about the financing of this second plant will be made after land use planning consent has been obtained and closer to the start date for construction. Details of this will be announced at that time.
Board changes and management appointments
David Ryan, our chief executive officer, stepped down from the Board on 30 June 2021, following the announcement of his intention to resign in November 2020. David's service to the Company was exemplary and he was instrumental in the development of DMG and the site at Protos. We are in the final stages of appointing a new chief executive officer and expect to announce the appointment shortly.
Our former Executive Chairman, Tim Yeo, resigned from the Board in August and I became interim Non-Executive Chairman. We are pleased that Tim agreed to remain as a consultant to Powerhouse for a period of 12 months to enable an orderly handover of his responsibilities to the new chief executive officer.
Non-executive directors, Dr. Cameron Davies and Mark Berry, stepped down from the Board on 31 March and 29 July 2021 respectively.
The Company also announced in September 2021 that Allan Vlah will be stepping down as a Non-Executive Director at the end of the year.
I would like to thank all former directors for their outstanding contributions to the development of Powerhouse and wish them all well in their future endeavours.
In June the Company announced the appointment of Paul Emmitt as Chief Technical Officer, a new non-board position. Paul, a chartered materials engineer and chartered environmental engineer, is managing director and founder of Engsolve Limited ("Engsolve"), the engineering consultancy with whom Powerhouse has worked very closely for the last four years. In August, Powerhouse announced it had acquired a 48% stake in Engsolve.
Through his role at Engsolve, Paul has been deeply involved in the development of Powerhouse's technology. He has considerable knowledge of both energy-from-waste technology and markets. He is currently involved in the development of a number of EfW projects utilising a range of existing and emerging technologies. He has been part of the development of the DMG® process from the building and operation of the demonstration unit through to the current position.
Paul has taken over David Ryan's responsibilities for Powerhouse's technology development programme, including all its design, research and project technical assurance activities. He is also responsible for the first application of the Powerhouse technology at Protos and works closely with the management of the SPV to help achieve the timely completion of this project.
Ian Crockford was appointed in April 2021 to run the SPV and he is overseeing the procurement and risk management of the Protos project to ensure that there is a robust contracting position for this FOAK project.
Keith Riley was appointed as a Non-Executive Director in September 2021. Keith is proprietor and Chief Executive Officer of Vismundi Limited, a consultancy company providing services to the resources and waste management industry. Prior to that, between 2005 and 2012 he worked for Veolia Environmental Services plc as Group Managing Director for Technology and as Managing Director for Group Technical Services.
Over the course of his career Keith has worked with a number of specialist waste and resource management companies and most recently has been Non-Executive Director of Waste2tricity Limited. He continues to be a Partner of BH Energy Gap LLP on behalf of Vismundi, which develops projects in the renewables sector and raises the finance to implement them.
Richard Hodgkinson, our recently appointed Business Development Executive, will now commence a global review and analysis of growth opportunities for Powerhouse.
Technology developments
Engsolve acquisition
In August, Powerhouse announced it had acquired 48% of the share capital of Engsolve, the engineering consultancy, (the "Acquisition") for a cash consideration of £99,990.
Reasons for the Acquisition
Paul Emmitt, the Company's Chief Technology Officer, is also the managing director and founder of Engsolve. Powerhouse has worked very closely with Engsolve and Paul for the last four years. The acquisition is intended to maintain Engsolve's continued support of the Company's projects and developments and will ensure that Engsolve's expertise remains available to Powerhouse in future.
Engsolve is a private company based in Bridgend in Wales. As an engineering solutions company, Engsolve has significant experience in undertaking engineering design and support, cost estimating and control, project management and safety risk assessments across a range of industries including energy from waste, renewables and green energy.
It made a profit after tax of approximately £137,000 in the year to 31 March 2021 on a turnover of approximately £840,000.
DNV validation of DMG design
In June 2021, the Company was delighted to announce that DNV, the international gas process design and certification consultancy, had completed stage one of the validation of the enhanced DMG design to produce 2 tonnes per day of hydrogen. The work was based on the recently completed update of the Front-End Engineering Design (FEED) for Protos which enhanced production options, allowed for variable feedstocks and produced large export packets of hydrogen for use by fleet operators. The Statement of Feasibility followed detailed evaluation of the Company's enhanced process design to deliver 2 tonnes per day of hydrogen including features for export of the product and was undertaken against all design enhancements enacted over a two-year period and represented in the first application at Protos.
Following this validation, the DNV assessment team is continuing with extensive verification of the designs including failure mode and criticality assessments which lead to complete technology qualification. DNV and the Company recognise that new sources of uncertainty may be discovered as qualification progresses. However, the Company is confident that its Technology Development Programme has identified a work programme to remove many unknowns through the execution of the Protos development and that the likelihood of new sources of risk arising are low. A Certificate of Endorsement should be expected in due course later in the year.
The DNV Statement and report will be used by Peel, their consultants and contractors to support finalisation of contracts for the Protos execution. The material will also support project development work in Australia and Europe.
Business Development and Sales Pipeline
Overseas market agreements
In 2020, Powerhouse announced it had entered into a non-binding heads of terms with Hydrogen Utopia International ("HUI") with a view to granting HUI an exclusive non-transferable licence for the application of the Company's DMG® technology in Poland for which Powerhouse received a deposit of €125,000. In May 2021, Powerhouse entered into a second non-binding Heads of Terms with HUI for Greece and Hungary.
In August, Powerhouse announced it had entered into a binding exclusivity agreement ("Exclusivity Agreement") with HUI under which HUI has been granted an exclusive non-transferable licence for the application of Powerhouse's DMG® technology in Poland, Greece and Hungary. HUI's corporate mission is to create a project pipeline for Powerhouse's DMG® technology in these regions through seeking funding from and partnering with states, regional authorities and the private sector in targeted regions to facilitate the deployment of DMG® technology.
Under the Exclusivity Agreement, HUI will pay Powerhouse a further €325,000 by the end of 2021, when the formal intellectual property licence for the DMG® technology is anticipated to have been granted to HUI, with a further €300,000 to be paid 12 months later. A royalty fee will be agreed as part of the expected licence agreement.
In addition, Powerhouse will continue to receive a licence fee for any DMG® plant which becomes operational in any location in the world. Consequently, the Company's worldwide rights to ongoing licensing fees for the DMG® technology are unaffected by the Exclusivity Agreement.
The Company is pleased with the progress made in the development of its long-term vision of rolling out its sustainable hydrogen technology internationally. The engineering consultancy, SWECO, was appointed in June by HUI to prepare concept design and an Environmental Impact Assessment report for the waste-to-hydrogen project.
Financial
In January 2021, the Company raised £10 million before expenses in an oversubscribed placing of just over 181 million new shares at 5.5 pence per share. This strengthened our financial position and enabled the early procurement of long lead items, thereby expediting the Company's progress towards financial close at Protos. The funds also allowed the Company to complete negotiations rapidly for the SPV that was established to deliver the Protos plant.
The Company has reported revenues of £373,306 for the first half of 2021, up from £100,000 in the first six months of 2020. The revenues are largely derived from engineering services for the application of the DMG technology at the Protos site.
During the first half of 2021, the Company advanced £1.15m of the £3.8m loan facility made available to the Protos SPV. Please refer to the section on Protos above for further details of the loan facility.
James Greenstreet
Non-Executive Chairman
Statement of Comprehensive Income
(Unaudited)
Six months
(Unaudited)
Six months
(Audited)
Year
ended
ended
Ended
30 June
30 June
31 Dec
Note
2021
£
2020
£
2020
£
Revenue
1
373,306
100,000
100,000
Cost of sales
(356,530)
(99,868)
(99,868)
Gross profit
16,776
132
132
Administrative expenses
(1,115,481)
(643,503)
(1,477,415)
Acquisition costs
-
(249,664)
(303,224)
Goodwill impairment
-
-
(14,192,699)
Operating loss
(1,098,705)
(893,035)
(15,973,206)
Finance costs
403
(987)
(3,032)
Loss before taxation
(1,098,302)
(894,022)
(15,976,238)
Income tax credit
-
-
138,497
Loss after taxation
(1,098,302)
(894,022)
(15,837,741)
Total comprehensive loss
(1,098,302)
(894,022)
(15,837,741)
Total comprehensive loss attributable to:
Owners of the Company
(1,098,302)
(894,022)
(15,837,741)
Non-controlling interests
-
-
-
Loss per share from continuing operations (pence)
4
(0.03)
(0.04)
(0.57)
The notes numbered 1 to 6 are an integral part of the interim financial information.
Statement of Financial Position
(Unaudited)
As at
30 June
(Unaudited)
As at
30 June
(Audited)
As at
31 December
Note
2021
£
2020
£
2020
£
ASSETS
Non-current assets
Intangible fixed assets
43,543,569
16,843
43,519,582
Tangible fixed assets
46,237
115
53,020
Investments in subsidiary undertakings
1
1
2
Investments in associated undertakings
49
-
49
Total non-current assets
43,589,856
16,959
43,572,653
Current Assets
Contract costs
-
14,550
14,550
Short term loans
2
1,152,928
-
-
Trade and other receivables
529,699
85,176
200,310
Corporation tax recoverable
19,571
-
138,497
Cash and cash equivalents
10,983,386
241,162
3,464,475
Total current assets
12,685,584
340,888
3,817,832
Total assets
56,275,440
357,847
47,390,485
LIABILITIES
Current liabilities
Creditors: amounts falling due within one year
(636,923)
(901,596)
(509,194)
Total current liabilities
(636,923)
(901,596)
(509,194)
Total assets less current liabilities
55,638,517
(543,749)
46,881,291
Creditors: amounts falling due after more than one year
(10,853)
-
(23,455)
Net assets/(liabilities)
55,627,664
(543,749)
46,857,836
EQUITY
Shares and stock
3
22,723,355
13,475,587
21,689,288
Share premium
61,143,215
48,788,408
52,594,934
Merger relief reserve
36,117,711
-
36,117,711
Accumulated deficit
(64,356,617)
(62,807,744)
(63,544,097)
Total surplus/(deficit)
55,627,664
(543,749)
46,857,836
The notes numbered 1 to 6 are an integral part of the interim financial information.
Statement of Cash Flows
(Unaudited)
(Unaudited)
(Audited)
Six months
Six months
Year ended
ended
ended
31
Note
30 June
30 June
December
2021
£
2020
£
2020
£
Cash flows from operating activities
Operating loss
(1,098,705)
(893,035)
(15,973,206)
Adjustments for:
- Share based payments
17,329
71,536
40,634
- Amortisation
2,216
-
2,170
- Depreciation
13,747
114
2,311
- Goodwill impairment
-
-
14,192,699
Changes in working capital:
- Decrease/(increase) in contract costs
- Decrease/(increase) in trade and other receivables
14,550
(329,389)
99,868
(38,932)
99,868
(143,504)
- Increase / (decrease) in trade and other payables
126,854
411,920
(171,998)
Tax credits received
118,926
195,708
195,708
Net cash used in operations
(1,134,472)
(152,821)
(1,755,318)
Cash flows from investing activities
Loans provided
(1,150,000)
-
-
Purchase and hive up of subsidiary
-
-
1,934
Purchase of intangible fixed assets
(26,203)
(329)
(45,238)
Purchase of tangible fixed assets
(6,964)
-
(5,852)
Net cash from investing activities
(1,183,167)
(329)
(49,156)
Cash flows from financing activities
Proceeds from issue of shares
9,850,801
291,719
5,170,314
Payments of principal under leases
(11,726)
-
(1,913)
Net finance costs
(2,525)
(987)
(3,032)
Net cash flows from financing activities
9,836,550
290,732
5,165,369
Net increase/(decrease) in cash and cash equivalents
7,518,911
137,582
3,360,895
Cash and cash equivalents at beginning of period
3,464,475
103,580
103,580
Cash and cash equivalents at end of period
10,983,386
241,162
3,464,475
The notes numbered 1 to 6 are an integral part of the interim financial information.
Statement of Changes in Equity
Share capital
£
Share premium
account
£
Merger relief
reserve
£
Accumulated
deficit
£
Total
£
Balance at 1 January 2020 (audited)
12,922,727
48,778,651
-
(61,714,360)
(12,982)
Transactions with equity participants:
- Share issues in lieu of services
261,141
9,757
-
-
270,898
- Share issues on exercise warrants
291,719
-
-
-
291,719
Share based payment
-
-
-
(199,362)
(199,362)
Total comprehensive loss
-
-
-
(894,022)
(894,022)
Balance at 30 June 2020 (unaudited)
13,475,587
48,788,408
-
(62,807,744)
(543,749)
Transactions with equity participants:
- Share issues on exercise warrants
26,500
38,963
-
-
65,463
- Share issues to acquire W2T
7,187,201
-
50,310,410
-
57,497,611
- Other share issues
1,000,000
4,000,000
-
-
5,000,000
Share based payment
-
-
-
14,667
14,667
Share issue costs
-
(232,437)
-
-
(232,437)
Reserve transfer - goodwill impairment
-
-
(14,192,699)
14,192,699
-
Total comprehensive loss
-
-
-
(14,943,719)
(14,943,719)
Balance at 31 December 2020 (audited)
21,689,288
52,594,934
36,117,711
(63,544,097)
46,857,836
Transactions with equity participants:
- - Share issues on exercise options
24,476
174,604
-
-
199,080
- Shares issued on exercise warrants
100,500
105,487
-
-
205,987
- Other share issues
909,091
9,090,909
-
-
10,000,000
Share based payment
-
-
-
285,782
285,782
Share issue costs
-
(822,719)
-
-
(822,719)
Total comprehensive loss
-
-
-
(1,098,302)
(1,098,302)
Balance at 30 June 2021 (unaudited)
22,723,355
61,143,215
36,117,711
(64,356,617)
55,627,664
The following describes the nature and purpose of each reserve within equity:
Share capital: Amount subscribed for share capital at nominal value. This includes £3,113,785 related to deferred shares.
Share premium: Amount subscribed for share capital in excess of nominal value
Merger relief reserve: Amount subscribed for share capital in excess of nominal value where merger relief applies
Accumulated deficit: Accumulated deficit represents the cumulative losses of the company and all other net gains and losses and transactions with shareholders not recognised elsewhere
The notes numbered 1 to 6 are an integral part of the interim financial information.
Notes (forming part of the interim financial information)
1. Summary of significant accounting policies
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the financial information.
1.1. Basis of preparation
This interim financial information is for the six months ended 30 June 2021 and has been prepared in accordance with International Accounting Standard 34 "Interim Financial Statements". The accounting policies applied are consistent with International Financial Reporting Standards ("IFRS") adopted for use by the European Union. The accounting policies and methods of computation used in the interim financial information are consistent with those of the previous financial year and corresponding interim reporting period and with those expected to be applied for the year ending 31 December 2021.
The Company does not consider any new and amended standards that became applicable for the current reporting period to have any impact on the Company's results.
The unaudited results for period ended 30 June 2021 do not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. The comparative figures for the period ended 31 December 2020 for the company are extracted from the audited financial statements which contained an unqualified audit report and did not contain statements under Sections 498 to 502 of the Companies Act 2006.
This interim financial statement will be, in accordance with the AIM Rules for Companies, available shortly on the Company's website.
1.2. Going concern
The Directors have considered all available information about future events when considering going concern. The Directors have prepared and reviewed cash flow forecasts for 12 months following the date of these Financial Statements. The projections show that the Company will have sufficient funding to be able to continue as a going concern on the basis of its cash balances as at 30 June 2021.
The interim financial statements do not include the adjustments that would result if the Company is unable to continue as a going concern.
1.3. Functional and presentational currency
This interim financial information is presented in £ sterling which is the Group's functional currency.
1.4. Revenue
The Company provides engineering services for the application of the DMG technology, the intellectual property that the Company owns. Revenue from providing services is recognised in the accounting period in which services are rendered. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided to the extent to which the customer receives the benefits. This is determined based on the actual labour hours spent relative to the total expected labour hours.
Where contracts include multiple performance obligations as specified by the work scope, the transaction price will be allocated to each performance obligation based on estimated expected cost plus margin.
Estimates of revenues, costs or extent of progress toward completion of services are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.
In case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered by the Company exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contact liability is recognised.
If a contract includes an hourly fee, revenue is recognised in the amount to which the Company has a right to invoice.
2. SHORT TERM LOANS
(Unaudited)
As at
30 June
(Unaudited)
As at
30 June
(Audited)
As at
31 December
2021
£
2020
£
2020
£
Short term loans
(1,152,928)
-
-
On 12 May 2021, the Company announced that it had agreed to provide a loan facility of £3.8 million to Protos Plastics to Hydrogen No. 1 Limited, the Peel NRE special purpose vehicle and owner of the development of the Protos plant, the first proposed application of the Company's DMG technology. The loan is provided to secure long lead time items and project design services necessary for the Protos plant development and construction. The loan facility is available for 6 months and will accrue interest daily set at the Bank of England base rate plus 2%.
3. SHARE CAPITAL
0.5 p Ordinary shares
0.5p Deferred
shares
4.5 p Deferred shares
4.0 p Deferred shares
Balance at 1 January 2021
3,715,100,693
388,496,747
17,373,523
9,737,353
Shares issued
206,813,442
-
-
-
Balance at 30 June 2021
3,921,914,135
388,496,747
17,373,523
9,737,353
The deferred shares have no voting rights and do not carry any entitlement to attend general meetings of the Company. They carry only a right to participate in any return of capital once an amount of £100 has been paid in respect of each ordinary share. The Company is authorised at any time to affect a transfer of the deferred shares without reference to the holders thereof and for no consideration.
On 21 January 2021, the Company issued 181,818,182 ordinary shares of 0.5p each ("Ordinary shares") in the Company at a price of 5.5p each amounting to £10,000,000 before issue costs. The Company also granted 9,090,910 warrants to subscribe for Ordinary Shares at the issue price of 5.5p to its broker.
On 26 January 2021, the Company issued 4,895,260 Ordinary shares in the Company further to the exercise of warrants for proceeds amounting to £122,382.
On 9 February 2021, the Company issued 6,000,000 Ordinary shares in the Company further to the exercise of options for proceeds amounting to £36,000.
On 24 February 2021, the Company issued 1,600,000 Ordinary shares in the Company further to the exercise of options for proceeds amounting to £12,000.
On 4 March 2021, the Company issued 6,000,000 Ordinary shares in the Company further to the exercise of options for proceeds amounting to £45,000.
On 17 March 2021, the Company issued 500,000 Ordinary shares in the Company further to the exercise of options for proceeds amounting to £3,000.
On 19 April 2021, the Company issued 6,000,000 Ordinary shares in the Company further to the exercise of options for proceeds amounting to £36,000.
On 23 April 2021, the Company granted 998,098 and 775,141 share options over Ordinary shares in the Company to Mark Berry and Allan Vlah respectively. The options have an exercise price of 6.3p and lapse 3 years from the date of grant.
4. Loss per share
(Unaudited)
As at
30 June
(Unaudited)
As at
30 June
(Audited)
As at
31 December
2021
£
2020
£
2020
£
Total comprehensive loss
(1,098,302)
(894,022)
(15,837,741)
Weighted average number of shares
3,893,534,880
2,038,300,483
2,782,088,358
Basic loss per share in pence
(0.03)
(0.04)
(0.57)
Diluted loss per share in pence
(0.03)
(0.04)
(0.57)
5. SHARE BASED PAYMENT
The expense recognised for share based payments during the year is shown in the following table:
(Unaudited)
As at
30 June
2021
£
(Unaudited)
As at
30 June
2020
£
(Audited)
As at
31 December
2020
£
Share based payment charge recognised in Income Statement
Expense arising from equity-settled share-based payment transactions:
- Share options for Directors and employees
17,329
4,200
8,399
- Shares issue for third party services
-
67,336
32,235
Total share based payment charge in Income Statement
17,329
71,536
40,634
Share based payment charge recognised in Share Premium
- Warrants for third party services
419,138
-
84,532
Total share based payment in Share Premium Account
419,138
-
84,532
Total share based payment charges recognised
436,467
71,536
125,166
Other share based payment movements
Exercise of warrants for third party services
(76,698)
-
(38,963)
Exercise of options by Directors and employees
(73,987)
-
-
Shares issued for third party services
-
(270,898)
(270,898)
Total share based payment
285,782
(199,362)
(184,695)
There were no liabilities recognised in relation to share based payment transactions.
6. EVENTS AFTER THE REPORTING PERIOD
On 22 July 2021, the Company issued 8,000,000 Ordinary shares in the Company further to the exercise of options for proceeds amounting to £48,000.
On 12 August 2021, the Company announced the acquisition of 48% of the share capital of Engsolve Limited, an engineering consultancy company, for a consideration of £99,990 in cash. The Company and Engsolve have worked closely together for four years in developing the Company's technology offering. The acquisition is intended to maintain Engsolve's continued support of the Company's projects going forward.
On 19 August 2021, the Company issued 13,500,000 Ordinary shares in the Company further to the exercise of options for proceeds amounting to £81,000.
On 31 August 2021, the Company announced it had entered into a binding agreement ("Exclusivity Agreement") with Hydrogen Utopia International PLC ("HUI") under which HUI has been granted an exclusive non-transferable licence for the application of the Company's DMG technology in Poland, Greece and Hungary. The Exclusivity Agreement requires HUI to make exclusivity payments to the Company of €325,000 by the end of 2021, when the formal intellectual property licence for the DMG technology is anticipated to have been granted to HUI, with a further €300,000 payable 12 months thereafter.
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