REG - Tiger Royalties&Invs - Final Results
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RNS Number : 8617O Tiger Royalties and Investments PLC 30 June 2025
For immediate
release
30 June 2025
TIGER ROYALTIES AND INVESTMENTS PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
The Company is pleased to announce its audited results for the year ended 31
December 2024 and to confirm that Annual Report and Financial Statements
("Annual Report") will be posted to shareholders and the Annual Report will
thereafter be available for inspection at https://www.tigerinvests.com
(https://www.tigerinvests.com) . Extracts from the Annual Report are set out
below.
Annual General Meeting (AGM)
The Company plans to hold an Annual General Meeting in July 2025 and the
wording of each resolution to be tabled will be sent out in due course to
shareholders in the formal Notice of Annual General Meeting.
For further information please contact:
Tiger Royalties and Investments Plc Jonathan Bixby +44 (0) 20 7581 4477
Beaumont Cornish (Nomad) Roland Cornish & Felicity Geidt +44 (0) 20 7628 3369
Fortified Securities Guy Wheatley +44 (0) 7493 989014
(Broker) Email: guy.wheatley@fortifiedsecurities.com
(mailto:guy.wheatley@fortifiedsecurities.com)
Novum Securities Jon Belliss +44 (0) 20 7399 9425
(Broker)
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.
This announcement contains inside information for the purposes of Article 7 of
Regulation 2014/596/EU as it forms part of the UK law pursuant to the
European Union (Withdrawal) Act 2018
CHAIRMAN'S STATEMENT
Dear Shareholder
Tiger is undergoing a transformational shift-one that redefines our identity,
renews our strategic direction, and reflects the immense opportunities we see
in the convergence of technology, artificial intelligence, and decentralised
finance.
For many years, Tiger has had deep roots in the natural resources sector. That
legacy, while respected, no longer reflects the direction of innovation or the
ambitions of our shareholders. We are excited that Tiger is now firmly a
technology-first investment company. This is not just a pivot; it is a bold
reorientation.
At the core of this transformation is Bixby Technology Inc., our wholly owned
subsidiary and new vehicle for incubation. Through Bixby Technology we've
launched AROK VC, an AI-native venture capital agent that actively manages
crypto-asset allocations. This marks our entry into an entirely new class of
digital-native products: intelligent agents that act, learn, and build
on-chain.
We launched the Tiger Alpha subnet on the Bittensor network which is already
revenue generating after only four weeks, we have invested in Tao Strategies
and Standard Strategies and are excited about the projects in our pipeline.
Our broader strategy focuses on building and backing products that combine AI
with blockchain to create truly decentralised, scalable business models. These
are not passive bets-we are playing an active role in designing, funding, and
launching these companies, leveraging flexible structures including carried
interest, token equity, and advisory roles.
This is a profound moment for Tiger. The projects we are now building and
backing-like AROK and Tao Alpha -are at the frontier of a technological
revolution. From AI-driven financial agents to protocol-level infrastructure
for decentralised identity and web design automation, our ambition is to lead
from the front.
The natural resource holdings remain part of our heritage, but they will
gradually form a smaller part of the story. Our energy and focus are now
clearly directed at innovation, speed, and disruption.
We believe that our shift reflects where the future is headed-and we're
incredibly excited to bring our shareholders with us on this journey.
Colin Bird
Non-Executive Chairman
27 June 2025
STRATEGIC REPORT
Introduction
The Directors are pleased to present the Company's Strategic Report. This
includes an overview of our strategy, our investment policy, a summary on how
the business has performed including our financial position at the year end
and the principal risks to which the Company is exposed, as well as comments
on prospects for the business.
Tiger Royalties and Investments Plc ("Tiger" or the "Company") makes
investments mainly in and incubating Technology Incubation Projects in
addition to the Company's traditional natural resources investments.
STATUS OF THE COMPANY
Tiger is an investing company under the AIM Rules for Companies and is
incorporated and domiciled in England and Wales with limited liability under
the Companies Act, 2006.
Its shares are admitted to trading on the London Stock Exchange's AIM Market.
As at 31 December 2024, the Company had 539,628,554 Ordinary shares in issue.
The Company also held 4,500,000 Ordinary shares as Treasury shares at 31
December 2024.
OUR STRATEGY
The Company broadened its Investing Policy, following its acquisition of Bixby
Technology Inc on 9 January 2025, the completion of the raising of £3 million
and the appointment of Jonathan Bixby to the Board, initially as Executive
Director Head of Technology Projects and subsequently as Chief Executive
Officer.
Tiger's objective has been to make investments in and incubate projects in the
natural resource sector globally, capitalising on early entry level in new
opportunities and adding technical and management expertise where necessary.
Tiger will continue to hold its core investments and will work to preserve
existing carried interest in its existing projects. Tiger will also continue
to monitor new natural resource projects to incubate suitable new projects
dependent on necessary capital utilisation, management time and the Investing
Policy.
Tiger has broadened the scope of investments to include incubating and
investing in new technology projects which source funds by means of not only
traditional funding structures (i.e. debt and equity) but also by the issue of
beneficial interests in projects including crypto assets such as tokens and
meme coins.
Tiger's objective is to make investments and incubate technology incubation
projects in addition to the Company's traditional natural resources
investments.
Initial investments will be for varying amounts initially, up to £250,000 per
project dependent upon the resources and opportunities available to Tiger,
under the new Investing Policy Directors will have discretion to make
investments outside this range. Investments will be focused on, but not
exclusively in, non-revenue generating early-stage companies which will not
yet be generating revenue and often require additional funds to develop and
expand their businesses. Therefore, after appropriate due diligence, the
Company may provide further services to and/or make follow-on investments to
support existing investments from time to time.
The Company has formulated a two-fold Investing Policy:
1) Participating in "passive style" equity investments where the Company
does not play an active role in the operations or management of investee
companies; and
2) Making more "proactive style" investments where the Company participates
in incubating and structuring investee companies which will be an area of
focus for the Technology Incubation Projects through its incubation and
mentorship focused engagement.
In the case of making non-equity type investments by providing capital and/or
management support, these will be made in exchange for rights to a percentage
of future revenues and/or carried equity positions aligning Tiger to the
success of its investee companies. In such instances, fees would be charged in
cash or in specie, dependent on the capital requirements of the investee
company
Both proactive and passive investments can be equity type investments and/or
in the form of a carried interest arrangement. The proactive style of
investment articulated above may involve the Tiger's officers taking executive
roles in investee companies albeit generally through non-controlling stakes
and generally being active in the management of the underlying investee
company.
Business review:
The results for the year are summarised below
2024 2023
£ £
(390,579) (403,242)
Loss on ordinary activities before taxation
Tax on loss on ordinary activities - -
Loss on ordinary activities after taxation (390,579) (403,242)
Total comprehensive loss for the year (390,579) (403,242)
The Company considers its Key Performance Indicator to be its Net Asset Value
(NAV).
At year-end, the Company held 4 investments valued at £197,704 and had a cash
balance of £23,457.
The net asset value per share as at 31 December 2024 was 0.04 p per share
(2023 - 0.02p) and the basic and diluted loss per share were (0.07)p (2023 -
(0.07p) per share). The investments held by the Company produced an unrealised
loss of £357,733 in the year and this coupled with a realised loss of
£100,257 & other income of £14,980 less administrative costs of
£305,302 resulted in a loss of £ 390,579 for the year.
During the period under review, the emerging natural resource sector continued
to face challenges arising from economic uncertainty caused mainly by ongoing
global geopolitical issues including the Israeli-Palestinian conflict in the
Gaza region. Businesses and individuals with debt faced higher interest rates
which have been put in place by central banks to combat economic threats
arising from inflationary pressures.
After many years of very low interest rates, the spectre base rates are
adversely affecting individuals and corporations as a large proportion of the
population have not experienced periods of high interest rates and the
resulting effect on spending power. Higher interest rates have been partially
effective and the broad direction of travel for inflation has been downward in
recent months, but still remains at higher levels than targeted rates of 2%.
Commodity prices have generally been subdued during the period under review
and access to financing for junior resource companies has been limited.
These factors have resulted in share prices of smaller resource companies
coming under pressure and resulting in a fall in the Company's NAV as at 31
December 2024.
The Directors have not paid or declared a dividend in the current or prior
year.
Additional details relating to the current year operations are included in the
Chairman's Statement.
PRINCIPAL RISKS
This business carries a level of risk and uncertainty, although the rewards can be outstanding. The key risks are as follows:
1. New Technology Investment Sectoral Risks
1.1. The technologies and projects which will form the Project Pipeline
for Tiger will be, by their nature, early stage. Whilst efforts will be
undertaken to verify the suitability of a proposed enterprise for incubation
and investment (if applicable), the board of Tiger cannot guarantee the
successful performance of any given project. The success of a project will be
dependent on various factors which will be outside the control of Tiger
including, but not limited to, the successful establishment of a community for
the project and the success of the relevant enterprises' founders with respect
to other projects they may be undertaking or may have undertaken.
1.2. Further, with respect to any incubation by Tiger which results in
participation in tokens or Meme coins, these participations may be subject to
additional future regulatory hurdles which may impact the longer-term horizons
for the pipeline of projects.
1.3. The regulatory landscape in the UK is constantly evolving providing
elements additional for consideration which should be noted by any investor.
Including but not limited to:
1.3.1. Classification and Legal Status: The Financial Conduct Authority
(FCA) has not yet provided a clear classification for Meme coins, creating
regulatory uncertainty. However, Meme coins without promises of future profits
generally do not qualify as securities.
1.3.2. Consumer Protection: The FCA has issued warnings about the risks
associated with Meme coins, which are often driven by "hype" and may "lack
intrinsic value"
1.3.3. Anti-Money Laundering (AML) and Know Your Customer (KYC)
Requirements: Issuers must comply with AML and KYC regulations to prevent
illegal activities.
1.3.4. Tax Implications: Meme coins are treated as property for tax
purposes in the UK, requiring investors to report capital gains or losses
accordingly.
1.3.5. Promotion and Advertising: The FCA imposes strict regulations on
cryptocurrency promotion, requiring clear disclosures and warnings about
potential risks.
1.4. For start-ups, Meme coins are likely to offer a novel way to build
communities, engage users, and raise brand awareness. Unlike ICOs and some
NFTs, Meme coins generally do not meet the criteria for securities, as they
lack the expectations of returns, ownership, or centralized control typically
associated with securities. Instead, Meme coins rely on community enthusiasm
and cultural relevance for their value. Many Meme coins entrepreneurs will
lack the experience needed for successful launches.
1.5. The audit and accounting treatment of digital assets which Tiger
may own will present accounting challenges given their nature. As part of its
investment in technology start-ups, Tiger's existing accounting procedures
will need to be updated as they are not currently designed for
cryptocurrencies, nor were accounting standards or auditing standards written
with them in mind.
2. Natural Resource Investment Sectoral Risks
2.1. Investment in mining and exploration is inherently speculative and
involves a high degree of financial risk. The exploration and development
mineral deposits require substantial investment, and no assurances can be
given that the investee companies will be able to raise the entire funding
required to fully develop their exploration acreage. Such investment involves
a high degree of risk and results cannot be predicted
2.2. No assurances can be given that minerals will be discovered in
economically viable quantities by any of the investee companies, nor that if
discovered such reserves can be brought into profitable production. The
speculative nature of mineral exploration is such that no assurance can be
given that funds invested in the Company will be recoverable, or that any
dividends will be paid on the Company's shares.
2.3. Any investments made by the Company in the natural resource sector
may be subject to fluctuations in the value of metals and minerals and changes
in commodity prices can make this sector particularly volatile from an
investment perspective.
2.4. The Company's activities are likely to face competition from other
entities seeking to fund mining and exploration related businesses and provide
services similar to those which will be offered by the Company. Some of these
competitors may have significantly greater resources than the Company.
2.5. The market perception of securities related to the mining and
exploration sector may change and, accordingly, the value of the Ordinary
Shares and of any investments made by the Company may decline.
2.6. Consolidation within the mining and exploration sector could
adversely affect the availability of investment opportunities for the Company.
2.7. Future changes to the fiscal or tax regime in the jurisdictions
within which the Group invests may adversely impact the value of the Group's
current, future or potential portfolio.
2.8. The Group's investee companies may be subject to extensive
environmental regulations and while the Group believes that its investee
companies make current provision for compliance with the environmental laws
and regulations of the countries in which they operate is reasonable, any
future changes and developments in environmental regulation may adversely
affect the timing and financial viability of their existing and future
operations.
2.8.1. Tax Implications: Meme coins are treated as property for tax
purposes in the UK, requiring investors to report capital gains or losses
accordingly.
2.8.2. Promotion and Advertising: The FCA imposes strict regulations on
cryptocurrency promotion, requiring clear disclosures and warnings about
potential risks.
2.9. For start-ups, Meme coins are likely to offer a novel way to build
communities, engage users, and raise brand awareness. Unlike ICOs and some
NFTs, Meme coins generally do not meet the criteria for securities, as they
lack the expectations of returns, ownership, or centralized control typically
associated with securities. Instead, Meme coins rely on community enthusiasm
and cultural relevance for their value. Many Meme coins entrepreneurs will
lack the experience needed for successful launches.
2.10. The audit and accounting treatment of digital assets which Tiger may
own will present accounting challenges given their nature. As part of its
investment in technology start-ups, Tiger's existing accounting procedures
will need to be updated as they are not currently designed for
cryptocurrencies, nor were accounting standards or auditing standards written
with them in mind.
2.11. Audit verification may not be limited to merely checking the
contents of a crypto wallet and associated price volatility of the digital
assets. Accordingly, verification is also a potential issue. There is
therefore a higher risk that the ownership of material digital assets may
result in Tiger having to make impairment provisions against the carrying
value of digital assets and / or receiving a modified audit report on its
financial statements.
OTHER DISCLOSURES
The Directors of the Company, as those of all UK companies, must act in
accordance with a set of general duties which are detailed in S172 of the
Companies Act 2006. Company directors must act in the way they consider, in
good faith, would be most likely to promote the success of the company for the
benefit of its shareholders as a whole.
The following paragraphs summarise how the Directors' fulfil their duties:
Risk Management
The Company is in the business of making investments in and incubating
Technology Incubation Projects in addition to the Company's traditional
natural resources investments. It is therefore important that we effectively
identify, evaluate, manage and mitigate the risks we face and that we continue
to evolve our approach to risk management. The key risks faced by the Company
are set out above in the Strategic Report. The Company operates an internal
system of reviewing and authorising the purchase and sale of investments and
given that the volume of transactions is low in any given year, are all
factors which help in mitigating risks against potential fraud, bribery and
corruption issues.
Employees
The Company is committed to being a responsible business. There were no
employees in the Company other than the Directors and therefore effectiveness
of employee policies is not relevant for the Company.
Business Relationships
Our strategy prioritises organic growth, driven by nurturing and developing
strong and long-lasting relationships with investee and potential target
companies in which we may make investments. We value all of our suppliers and
maintain long term relationships with our key suppliers.
Community and Environment
The Company's approach is to use its position to promote positive change for
the people with whom it interacts. We leverage our expertise and promote the
support of the communities around us. Being in the investment business, we did
not have any direct impact on the environment through the emission of harmful
gases such as CO2.
EVENTS AFTER THE REPORTING PERIOD
Post balance sheet events are disclosed in note 13 of these financial
statements.
OUTLOOK
We believe that the additional opportunities that are open to the Company
following the broadening of the Investing Policy, the successful completion of
the £3 million fund raising and the further investments that have been
completed provide a strong platform for enhancing shareholder value.
Signed on behalf of the Board: 27 June 2025
Colin Bird - Non-Executive Chairman
STATEMENT OF COMPREHENSIVE INCOME YEAR ENDED 31 DECEMBER 2024
Notes
2024 2023
£ £
Change in fair value of investments 6 (100,257) (121,997)
Revenue:
Other income 14,980 17,703
Administrative expenses 2 (305,302) (298,948)
LOSS BEFORE TAXATION (390,579) (403,242)
Taxation 4 - -
(390,579) (403,242)
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
Basic loss per share 5 (0.07) (0.07)
Diluted loss per share 5 (0.07) (0.07)
All profits are derived from continuing operations.
STATEMENT OF CHANGES IN EQUITY YEAR ENDED 31 DECEMBER 2024
Other components of equity
reserve Equity
£ £ £ £ £ £
As at 1 January 2022 1,733,430 1,986,421 1,100,000 (4,050,000) 769,851
Shares issued during the year 91,686 26,619 65,067 - - 183,372
Total comprehensive income for the year - - - - (456,962) (456,962)
As at 31 December 2022 1,825,116 2,013,040 65,067 1,100,000 (4,506,962) 496,261
As at 1 January 2023 1,825,116 2,013,040 65,067 1,100,000 (4,506,962) 496,261
Warrants reserve adjustment - 65,067 (65,067) - - -
Total comprehensive income for the year - - - - (403,242) (403,242)
As at 31 December 2023 1,825,116 2,078,107 - 1,100,000 (4,910,204) 93,019
As at 1 January 2024 1,825,116 2,078,107 - 1,100,000 (4,910,204) 93,019
Prior year adjustment - - - - 60,147 60,147
Total comprehensive income for the year - - - - (390,579) (390,579)
As at 31 December 2024 1,825,116 2,078,107 - 1,100,000 (5,240,636) (237,413)
STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
Notes
2024 2023
£ £
NON- CURRENT ASSETS
Investments in financial assets at fair value through profit or loss 6
197,704 385,513
Total Non-Current Assets 197,704 385,513
CURRENT ASSETS
Trade and other receivables 7 5,106 5,590
Cash and cash equivalents 23,457 53,876
Total Current Assets 28,563 59,466
TOTAL ASSETS 226,267 444,979
CURRENT LIABILITIES
Trade and other payables 9 (463,680) (351,960)
Total Current Liabilities (463,680) (351,960)
NET ASSETS (237,413) 93,019
EQUITY
Share capital 10 1,825,116 1,825,116
Share premium 2,078,107 2 ,078,107
Warrants reserve 11 - -
Capital redemption reserve 1,100,000 1,100,000
Retained earnings (5,240,636) (4,910,204)
TOTAL EQUITY (237,413) 93,019
The financial statements of Tiger Royalties and Investments Plc (registered
number 02882601) were approved by the Board on 27 June 2025 and signed on its
behalf by:
Colin Bird - Executive
Chairman
Nicholas Lyth - Finance Director
CASH FLOW STATEMENTS YEAR ENDED 31 DECEMBER 2024
Notes 2024 2023
£ £
CASH FLOW FROM OPERATIONS
Loss before taxation (390,579) (403,242)
Adjustments for:
Change in fair value of investments 100,257 121,997
Other income (14,980) (17,703)
Operating loss before movements in working capital (305,302) (298,948)
(Increase)/Decrease in receivables 487 40,229
Increase/(Decrease) in payables 171,864 144,261
NET CASH OUTFLOW FROM OPERATING ACTIVITIES (132,951) (114,458)
CASH FLOW FROM INVESTING ACTIVITIES
Other income 14,980 17,703
Sale of investments 87,552 -
NET CASH INFLOW FROM INVESTING ACTIVITIES 102,532 17,703
Net Increase/(decrease) in cash and cash equivalents in the year
(30,419) (96,755)
Cash and cash equivalents at the beginning of the year 53,876 150,631
Cash and cash equivalents at the end of the year 23,457 53,876
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. ACCOUNTING POLICIES
Basis of preparation
Tiger Royalties and Investments Plc ("Tiger" or the "Company") is a public
investment company limited by shares incorporated and domiciled in England and
Wales. The principal activities are discussed in the Strategic Report and the
address of the registered office is included on page 1 of the annual report.
The functional currency for the Company is Sterling as that is the currency of
the primary economic market in which the Company operates. The financial
statements have been prepared under the historical cost convention except for
the measurement of certain non-current asset investments at fair value. The
measurement bases and principal accounting policies of the Company are set out
below. The financial statements have been prepared using International
Financial Reporting Standards (IFRS) issued by the International Accounting
Standards Board (IASB) and endorsed by the United Kingdom.
New and amended IFRS Standards that are effective for the current year
A number of new standards and interpretations have been adopted by the Company
for the first time in line with their mandatory adoption dates, but none apply
to the Company and hence there would be no impact on the financial statements.
New and revised IFRS Standards are in issue but not yet effective
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Company has decided not to adopt early.
The following amendments are effective for the period beginning 1 January
2025:
Lack of Exchangeability (Amendments to IAS 21) - Addresses currency
exchangeability issues in hyperinflationary economies, requiring specific
disclosures when exchangeability is lacking.
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7) - Enhances
transparency by mandating disclosures about supplier finance programs,
including their terms and impact on cash flows.
Upcoming Standards (Not Yet Effective)
IFRS 18 (Effective 2027): Overhauls financial statement presentation,
introducing mandatory subtotals (e.g., operating profit) and stricter
disclosure rules for management-defined performance measures
The Company is currently assessing the impact of these new accounting
standards and amendments. The Company does not expect any of the above
standards issued by the IASB, but are yet to be effective, to have a material
impact on the Company.
Prior period adjustments
Before the date of signing the 2024 audited financial statements, the Company
acquired Bixby Technology Inc., as more fully explained in note 13. As part of
the acquisition, directors salaries amounting to £60,147 relating to the
periods before 31 December 2023.
The following table summarizes the impact of the prior period adjustment on
the financial statements of the Company. There is no impact on balances on 1
January 2024. The impact of the prior period adjustment is immaterial for both
basic and diluted earnings per share.
Period ended 31 December 2023 £
Statement of Comprehensive Income
Other admin expenses (60,147)
Increase/(decrease) in profit for the financial year 60,147
Statement of financial position
Reduction in Accruals (60,147)
Increase/(decrease) in net assets 60,147
Increase/(Decrease) in reserves 60,147
Going concern
The operations of the Company have been financed mainly through operating cash
flows. Historically, the Company has generated cash flow from the sale of
investments in quoted natural resource companies.
The company made a loss of £390,579 during the current year. Cash and cash
equivalents were £23,457 (2023: £53,876) as of 31 December 2024 and the
Company held an investment in financial investments on 31 December 2024 of
£197,704. Although an operating loss is not expected in the year subsequent
to the date of these accounts, it is possible, as a result of volatile
markets, that the Company may need to raise funding to provide additional
working capital to finance its ongoing activities. The management team has
successfully raised funding of £3,000,000 post balance sheet date. Please
refer to post balance sheet event note 13 for details
This financial report does not include any adjustments relating to the
recoverability and classification of recorded assets amounts or liabilities
that might be necessary should the entity not continue as a going concern.
Valuation of available-for-sale Investments and adoption of IFRS 9
Available-for-sale investments under both IFRS9 and IAS39 are initially
measured at fair value plus incidental acquisition costs. Subsequently, they
are measured at fair value in accordance with IFRS 13. This is either the bid
price or the last traded price, depending on the convention of the exchange on
which the investment is quoted.
All gains and losses are taken to profit and loss. In proceeding periods gains
and losses on available-for-sale investments were recognised in other
comprehensive income and accumulated in the available-for-sale assets reserve
except for impairment losses, until the assets are derecognised, at which time
the cumulative gains and losses previously recognised in other comprehensive
income are recognised in profit or loss.
Digital Assets
The Company classifies its holdings of cryptocurrencies, including meme coins
and utility tokens, as intangible assets under IAS 38. These assets are
initially measured at cost and subsequently measured using the cost model,
less any accumulated impairment losses. The Company assesses these assets for
impairment indicators at each reporting date and recognizes impairment losses
in profit or loss. Gains or losses on disposal are recognized as other income
or expenses. The Company does not classify any cryptocurrencies as cash
equivalents or financial instruments.
Revenue
Dividends receivable from equity shares are taken to profit or loss on an
ex-dividend basis. Income from bank interest received is recognised on a
time-apportionment basis. Dividends are stated net of related tax credits.
Expenses
All expenses are accounted for on an accrual basis.
Cash and cash equivalents
This consists of cash held in the Company's bank accounts.
Foreign currency
Assets and liabilities denominated in foreign currency are translated into
sterling at the rates of exchange ruling at the balance sheet date. Exchange
gains or losses on monetary items are recorded in profit or loss. Exchange
gains or losses on investments in financial assets are recorded in other
comprehensive income.
Treasury shares
The cost of purchasing treasury shares and the proceeds from the sale of
treasury shares up to the original price are taken to the retained earnings
reserve; any surplus on the disposal of treasury shares (measured against the
weighted average purchase price) is taken to the share premium account.
Reserves
Share premium account
The share premium account is used to record the aggregate amount or value of
premiums paid in excess of the nominal value of share capital issued, less
deductions for issuance costs.
Capital Redemption Reserve
The Capital redemption reserve is used to redeem or purchase of Company's own
shares.
Warrants reserve
The warrant reserve presents the proceeds from the issuance of warrants, net
of issue costs. Warrant reserve is non-distributable and will be transferred
to share capital account and accumulated losses upon exercise of warrants.
Geographical segments
The internal management reporting used by the chief operating decision-maker
consists of one segment. Hence in the opinion of the Directors, no separate
disclosures are required under IFRS 8. The Company's revenue in the year is
not material and consequently, no geographical segment information has been
disclosed.
Deferred tax
Deferred tax liabilities are generally recognised for taxable temporary
differences and deferred tax assets are generally recognised for all
deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary
differences can be utilised except for differences arising on investments in
subsidiaries where the Company is able to control the timing of the reversal
of the difference and it is probable that the difference will not reverse in
the foreseeable future.
Deferred tax is also based on rates enacted or substantively enacted at the
reporting date and is expected to apply when the related deferred tax asset is
realised or liability settled.
Deferred tax is charged or credited in the statement of comprehensive income,
except when it relates to items charged or credited directly to equity, in
which case the deferred tax is also dealt with in equity.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from profit as reported in the income statement because it
excludes items or expenses that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have been enacted
or substantively enacted by the end of the reporting period.
Significant management judgement in applying accounting policies and
estimation uncertainty
When preparing the financial statements, management makes a number of
judgements, estimates and assumptions about the recognition and measurement of
assets, liabilities, income and expenses.
Fair value of financial assets
Establishing the fair value of financial assets may involve inputs other than
quoted prices. As is further disclosed in note 6, all of the Company's
financial assets which are measured at fair value are based on level 1 inputs,
which reduces the level of estimation involved in their valuation.
Recognition of deferred tax assets
The extent to which deferred tax assets can be recognised is based on an
assessment of the probability of the Company's future taxable income against
which the deductible temporary differences can be utilised. In addition,
significant judgment is required in assessing the impact of any legal or
economic limits or uncertainties in various tax jurisdictions. In the opinion
of the directors a deferred tax asset has not been recognised as future
profits cannot be forecasted with reasonable certainty.
1. OPERATING EXPENSES
Operating profit is stated after charging:
2024 2023
£ £
Auditor's remuneration:
- Audit of the financial statements 12,500 12,500
- Taxation compliance services 2,000 1,500
14,500 14,000
Notes
Legal fees 33,426 3,318
Corporate finance costs 57,268 25,461
Directors' fees 3 75,581 109,000
Occupancy and support costs 60,000 72,000
Other administrative overheads 48,782 60,480
Stock Exchange costs 15,745 14,690
Administrative expenses 305,302 298,948
2. DIRECTORS' EMOLUMENTS
2024 2023
£ £
Directors'
fees
75,581 109,000
Other than directors, there were no employees in the current or prior year. No
pensions or other benefits were paid to the Directors in the current or prior
period. The emoluments of each director during the year were as follows:
2024 2024 2023 2023
Amount outstanding at year end Amount outstanding at
year end
£ £
Colin Bird 21,000 48,000 36,000 54,000
Raju Samtani 25,000 61,000 30,000 44,442
Alex Borrelli 15,000 36,600 18,000 28,998
Michael Nolan 14,581 33,328 25,000 37,499
The amounts above shown as outstanding to the Directors relate to fees and/or
salaries as of 31 December 2024 for Colin Bird, Raju Samtani, Michael Nolan
and Alex Borrelli.
3. TAXATION
2024 2023
£ £
Corporation tax:
Current year - -
The major components of tax expense and the reconciliation of the expected tax
expense based on the domestic effective tax rate of 19% (2023 - 19%) and the
reported tax expense in the statement of comprehensive income are as follows:
2024 2023
£ (390,579) £ (403,242)
Loss on ordinary activities before tax
Expected tax charge (credit) at 19% (2023 - 19%) (74,210) (76,616)
Effects of:
Difference between accounting gain and taxable gain on investment
24,749 19,816
Excess management expenses carried forward 49,461 56,800
Actual tax charge - -
4. LOSS PER SHARE
Basic 2023
2024
Loss after tax for the purposes of loss per share attributable to equity
shareholders (403,242)
(390,579)
Weighted average number of 539,628,554
shares
539,628,554
Basic loss per ordinary (0.07)p
share
(0.07)p
Diluted
Loss for year after (403,242)
tax
(390,579)
Weighted average number of 539,628,554
shares
539,628,554
Diluted weighted average number of 539,628,554
shares
539,628,554
Diluted loss per ordinary (0.07)p
share
(0.07)p
6. INVESTMENTS IN FINANCIAL ASSETS AT FAIR VALUE THROUGH
PROFIT OR LOSS
2024
Listed Investments Other Investments
(Quoted/Others) Total
Canada - - -
UK 123,583 74,121 197,704
123,583 74,121 197,704
2023
Listed Investments Other Investments Total
(Quoted)
£ £ £
Canada 9,289 - 9,289
UK 234,936 141,288 376,224
244,225 141,288 385,513
Listed Investments Other Investments (Quoted/Others) Total
£
£ £
Opening book cost 281,079 479,733 760,812
Opening unrealised depreciation (36,854) (338,445) (375,299)
Valuation at 1 January 2024 244,225 141,288 385,513
Movements in the year:
Purchase at cost - - -
Sales proceeds (41,928) (45,624) (87,552)
Realised gains/(losses) on sales based on historic cost (88,934) (28,889) (117,823)
Increase/(Decrease) in unrealised depreciation 10,220 7,346 17,566
123,583 74,121 197,704
Book cost 31 December 2024 150,217 405,220 555,437
Closing unrealised depreciation (26,634) (331,099) (357,733)
Valuation at 31 December 2024 123,583 74,121 197,704
2024 2023
£ (117,823) £
-
Realised (loss)/gain based on historical cost
Realised (loss)/gain based on carrying value at previous balance sheet date (117,823) -
Unrealised fair value movement for the year 17,566 (121,997)
Total recognised (losses)/gains on investments in the year (100,257) (121,997)
Analysis of gains/(losses) relating to the Company's Investments
The gains/(losses) on the Company's investments are analysed below. Accounting
standards prohibit the recognition of uplifts in the value of impaired assets
in profit and loss
Security 31
31 December 2024 December
2023
Profit and loss Profit and
loss
African Pioneer Plc (83,694) 4,405
Bezant Resources Plc - (54,516)
Caerus Minerals Plc (4,726) (17,500)
Galileo Resources Plc (11,078) (16,292)
Goldquest Mining Corporation 9,864 (5,507)
Jubilee Metals Group Plc (10,465) (32,175)
Kendrick Resources Plc (158) (412)
Total movements (100,257) (121,997)
PORTFOLIO
The table below includes investments held by the Company, and are disclosed in
note 6 to the financial statements.
Number Cost Valuation Valuation Valuation
31/12/24 31/12/24 31/12/24 31/12/23 31/03/25
£ £ £ £
African pioneer Plc 8,810,056 100,000 123,341 207,036 52,860
Bezant Resources Plc 83,870,371 326,885 16,774 16,774 20,129
Caerus Mineral Resources Plc - - - 27,500 -
Galileo Resources Plc 6,516,667 78,335 57,347 68,425 61,908
Goldquest Mining Corporation - - - 9,289 -
Jubilee Metals Group Plc - - - 56,089 -
Kendrick Resources Plc 83,333 50,217 242 400 133
TOTAL 555,437 197,704 385,513 135,030
Financial instruments measured at fair value
The following table presents financial assets and liabilities measured at fair
value in the statement of financial position in accordance with the fair value
hierarchy. This hierarchy groups financial assets and liabilities into three
levels based on the significance of inputs used in measuring the fair value of
the financial assets and liabilities. The fair value hierarchy has the
following levels:
- Level 1: quoted prices (unadjusted) in active markets for
identical assets or liabilities;
- Level 2: inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly (i.e., as
prices) or indirectly (i.e., derived from prices); and
- Level 3: inputs for the asset or liability that are not based on
observable market data (unobserved inputs).
The level within which the financial asset or liability is classified is
determined based on the lowest level of significant input to the fair value
measurement.
The financial assets and liabilities measured at fair value in the statement
of financial position are grouped into the fair value hierarchy as follows:
Level 1 Level 2 Level 3 Total
31 December 2024 £ £ £ £
Assets 197,704 - - 197,704
Total 197,704 - - 197,704
Level 1 Level 2 Level 3 Total
£ £ £ £
31 December 2023
Assets 385,513 - - 385,513
Total 385,513 - - 385,513
There have been no level 3 investments held and/or movements during the year
Measurement of fair value
The methods and valuation techniques used for the purpose of measuring fair
value are outlined in note 1 and remain unchanged compared to the previous
reporting period. The fair values of short-term receivables, cash and
short-term payables do not differ from their carrying values due to their
short maturity profiles.
Listed / quoted securities
Equity securities held by the Company are denominated in GBP and CAD$, and are
publicly traded on the main London Stock Exchange, the Alternative Investment
Market of the London Stock Exchange and the Toronto Venture Exchange. Fair
values have been determined by reference to their quoted bid prices at the
reporting date.
7. TRADE AND OTHER RECEIVABLES
2024 2023
£ £
531 265
Other debtors
Prepayments 4,575 5,325
5,106 5,590
An expected credit loss impact assessment under IFRS 9 is not required, as the
Company does not hold any trade or intercompany debtors as at the balance
sheet date.
8. DEFERRED TAX
The Company has the below tax losses and related potential deferred tax:
Description 2024 2023 Potential Deferred tax Potential Deferred tax
£ £ asset 2024 asset 2023
£ £
Non trade deficits 11,794 2,948
Excess management charges 3,079,889 769,972
Capital losses 793,980 198,495
3,885,663 971,415
Deferred tax assets are not recognised due to the unpredictability of future
profit streams arising from the disposal of investments held by the Company.
Tax losses may be carried forward indefinitely and will only be recoverable if
suitable profits arise in the future. Deferred tax positions arising from
unrealised gains and losses on the company's financial assets will vary
depending on changes in the fair values of those assets up until the date of
disposal.
9. TRADE AND OTHER PAYABLES
2024 2023
£ £
Trade payables 219,657 172,412
Directors 197,356 143,385
Accruals 46,667 36,163
463,680 351,960
10. CALLED UP SHARE CAPITAL
The share capital of Tiger consists of fully paid ordinary shares with a
nominal value of 0.1p each and deferred shares with a nominal value of 0.9p
each. Ordinary shares of 0.1p are eligible to receive dividends and the
repayment of capital and represent one vote at the shareholders' meeting of
The Company. The deferred shares carry no dividend or voting rights.
2024 2023
£ £
Authorised:
Ordinary Share Capital 10,000,000 10,000,000
142,831,939 (2023: 142,831,939) deferred shares of 0.9 p each 1,285,487 1,285,487
2024 2023
£ £
Opening Ordinary shares - 539,628,554 at 0.1p each (2023: 539,628,554 Ordinary 539,629 539,629
shares of 0.1p each)
Issued during the year
None (2023 : None) - -
Ordinary shares in issue as at 31 December 2024 - 539,628,554 at 0.1 p each 539,629 539,629
(2023 : 539,628,554 shares of 0.1p each) nominal value
142,831,939 (2023: 142,831,939) deferred shares of 0.9p each 1,285,487 1,285,487
1,825,116 1,825,116
The Deferred shares have no income or voting rights.
Included in allotted called and fully paid share capital are 4,500,000 shares
with a nominal value of £4,500 held by the company in treasury.
11. Share Warrants
2024 2023
Number of warrants Exercise price Number of warrants Exercise price
Outstanding at 1 January 91,686,246 0.3p 91,686,246 0.3p
Issued - - -
Outstanding at 31 December - - 91,686,246
Each of the participants in the Fundraising/shares issue on 20 December 2022
received one warrant exercisable at 0.3 pence for each Fundraising Share which
they subscribed, valid for two years. These have now expired and none were
exercised.
12. RELATED PARTY TRANSACTIONS
(1) Lion Mining Finance Limited, a company in which Colin Bird is
director and shareholder, has provided administrative and technical services
to the Company amounting to £50,000 plus VAT in the year (2023 - £60,000
plus VAT). There was an amount of £186,000 outstanding at 31 December 2024
(2023- 132,000). The Board considers this transaction to be on an arms' length
basis.
(2) The emoluments of the Directors and amounts due to each director at
year end are disclosed in note 3. Directors' shareholdings are disclosed in
the Report of the Directors.
13. POST-REPORTING DATE EVENTS
The Company, having previously reported that the natural resource sector is
inherently high risk and of a cyclical nature, considering that the current
fluctuations in world economic activity, the impact on the demand for minerals
and oil and gas and recent scarcity of capital for the sector should be
considered against the ability to create value for the Company's shareholders.
Such considerations led to the Board proposing to broaden the scope of
investments to include incubating and investing in new technology projects
which source funds by means of not only traditional funding structures (i.e.
debt and equity) but also by the issue of beneficial interest in projects
including crypto assets such as tokens and Meme coins.
Building on the Company's existing ability to incubate and structure investee
companies, the Board to set up a division with the distinct role of investing
in new technology, to allow Tiger to participate in this early-stage value
creation process. The division will utilize a wholly-owned Canadian technology
consultancy and incubator company, Bixby Technology Inc. ("Bixby Technology")
which was acquired from the founder, Jonathan Bixby (the "Transaction") on 6
January 2025. As part of the Transaction Jonathan Bixby joined the Board of
Tiger on 10 January 2025, and Bixby Technology is intended to identify
technology enterprises to invest in and incubate by providing incubation
services and mentorship to technology entrepreneurs. Bixby Technology will be
targeting new fast growth technology products and projects in return for
project participation (the "Technology Incubation Projects") in line with the
previous carry interest mechanics of Tiger under its existing Investing
Policy.
The below was approved in the Company General Meeting held at the offices of
Fladgate LLP, 16 Great Queen Street, London WC2B 5DG at 4.00pm on 6 January
2025.
In conjunction with the Transaction, the Company raised £3 million by means
of a placing and subscriptions (together the "Fundraising") to support the
activities as contemplated under the revised Investing Policy.
Bixby Technology is a newly formed technology consultancy company controlled
by Consulting Limited ("Toro"), a company in turn controlled by Jonathan
Bixby. Jonathan Bixby has significant experience in quoted companies, and in
the new technology sector and the board of Tiger consider him essential to the
expanded Investing Policy.
Jonathan was a founder and major investor in Argo Blockchain (ARB), Guild
Esports (GILD) and Cellular Goods (CBX) - all listed on the London Stock
Exchange. Jonathan is also the Chairman of File Forge Technology PLC, Kondor
AI PLC and Cykel AI PLC listed on the AQUIS market. As well as AQUIS listed
Phoenix Digital Assets (formerly NFT Investments) Jonathan has extensive
experience in technology companies and capital raising and has agreed to join
Tiger as a key stakeholder and executive director. Jonathan has agreed that
the current pipeline of Technology Incubation Projects which he has been
developing and which fit within the new Investing Policy will be developed by
Bixby Technology which as a newly formed company otherwise has no assets and
liabilities and no trading results.
On 19 December 2024 Toro and the Company entered into a conditional agreement
("Acquisition Agreement") for the sale and purchase of the entire issued share
capital of Bixby Technology. The conditions to the Acquisition Agreement
included the passing of the resolutions to be proposed at the General Meeting
and Admission.
Under the Acquisition Agreement, the total consideration to acquire Bixby
Technology from Toro Consulting was £325,000, payable in cash. To execute the
new division Jonathan Bixby has committed to Toro Consulting subscribing
£325,000 in cash for shares in the Company ("Toro Shares") at 0.1 pence per
Ordinary Share (the "Fundraising Price"). The consideration due to Toro under
the Acquisition Agreement can be set off against the amounts due from Toro in
respect of the Toro Shares. As part of the subscription for the Toro Shares,
Toro Consulting will be issued 325 million warrants exercisable at the
Fundraising Price (so with an aggregate exercise price of £325,000) for a
24-month period from grant ("Toro Warrants"). The Toro Warrants will have a
vesting restriction which is the earlier of i) 12 months from grant and ii)
the share price being 4x the Fundraising Price. Toro has given the Company
customary warranties under the Acquisition Agreement (including in relation to
the Technology Incubation Projects). The liability of Toro in relation to such
warranties is limited to £325,000.
As referred to above, the Company raised £3 million by means of Fundraising
to support proposed activities under the new expanded Investing Policy. The
Company issued Ordinary Shares under the Fundraising ("Fundraising
Shares") but also in settlement of fees due to current directors and to a
related party ("Accrued Conversion Fee Shares") which are set out in more
detail below.
The Toro Shares, Fundraising Shares and Accrued Fee Conversion Shares will all
be issued at the Fundraising price (i.e. 0.1 pence per Ordinary Share) being
the middle market share price as at 19 December 2024 of 0.1 pence being the
latest practical date prior to this transaction.
Under the Acquisition Agreement, the Toro Shares cannot be sold without the
prior written consent of the Company, nor any interest in them for a period of
six months after the date of Admission; and thereafter will be the subject of
six-month orderly market provisions in the Acquisition Agreement.
In addition to Jonathan Bixby joining the Board, Brian Stockbridge was
appointed as an additional independent non-executive director on 10 January
2025, to support both the new technology investment strategy and governance.
Michael Nolan, currently a non-executive director, resigned at the completion
of the Transaction on 9 January 2025.
The Company raised £3,000,000 before expenses (the "Fundraising") at 0.1
pence per Ordinary Share (the "Fundraising Price") for the issue of
3,000,000,000 new Ordinary Shares (the "Fundraising Shares") conditional upon
the completion of the Acquisition and the admission of the Fundraising Shares
to trading on AIM ("Admission").
The Fundraising comprised a placing of 2,475,000,000 new Ordinary Shares (the
"Placing Shares") for £2,475,000 at the Fundraising Price (the "Placing"),
via Fortified Securities ("Fortified") with Shard Capital Partners LLP
("Shard") acting as placing agent and share subscriptions for 525,000,000 new
Ordinary Shares at the Fundraising Price to raise £525,000 (the "Subscription
Shares").
The Company, Beaumont Cornish, Fortified and Shard have entered into a placing
agreement in relation to the Placing (the
"Placing Agreement"). Under the Placing Agreement Beaumont Cornishreceived a
total fee of £30,000 plus VAT of which
£5,000 plus VAT and Shard were due to be paid a fee of £12,375 plus VAT. In
addition, Fortified, following Admission, received a placing commission of
£180,000, which was satisfied by issuing 180,000,000 Ordinary Shares to
Fortified (the "Fortified Fee Shares") credited as fully paid at the
Fundraising Price. The Placing Agreement contained customary provisions
including certain warranties by the Company in favour of Beaumont Cornish,
Fortified and Shard
The Fundraising included £60,000 subscribed for by Colin Bird, Tiger's
Executive Chairman for 60,000,000 Subscription Shares, £20,000 subscribed for
by Sylvia Vrska the wife of Colin Bird, for 20,000,000 Subscription Shares,
and £70,000 by Raju Samtani, Tiger's Finance Director for 70,000,000
Subscription Shares representing in aggregate 5.00 per cent. of the total
Fundraising amount.
The Fundraising also included £75,000 subscribed by Sanderson Capital
Partners Ltd who are a 18.85% shareholder for 75,000,000 Subscription Shares
and £170,000 subscribed by Clive Roberts who is a 15.88% shareholder for
170,000,000 Placing Shares.
The Fundraising Price is also the par value of the Ordinary Shares and is at
the middle market share price as at 19 December 2024 of 0.1 pence being the
latest practical date prior to this transaction
The Fundraising Shares represent, in aggregate, approximately 68 per cent. of
the Company's enlarged issued share capital as enlarged by the issue of the
Toro Shares, the Accrued Fee Conversion Shares (as defined below), the
Transaction Shares (as defined below) and the Fortified Fee Shares (together
the "New Shares"). The New Shares are fully paid and rank pari passuin all
respects with the Company's existing Ordinary Shares.
Accrued Fee Conversion Shares
As noted in the Company's interim results for the six months ended 30 June
2024, the Company had historic indebtedness and as stated therein, the current
liability figure of £463,208 (2023: £246,516) included an accrual of
£219,917 (2023: £108,628) relating to Director's salaries/fees, the oldest
one being for 24 months ended 30 June 2024. The current liability figure also
included a creditor of £165,000 (2023: £96,000) payable to Lion Mining
Finance, which is also a related party by reason of being owned by Colin Bird.
At the Company's 2024 AGM, the shareholders approved the issue of shares to
Directors, management and consultants to settle accrued fees. In order to
resolve this situation, the parties involved have agreed to settle the amounts
owing as at 31 October 2024 by the issue of 206,479,165 Ordinary Shares which
will be subject to a 6 month lock up on the following basis:
Total Due to Fees to be Reduced new Ordinary Shares to be
Directors 31 Oct 24 waived Fees due Cash Shares
issued
Colin Bird 84,000 42,000 42,000 - 42,000 42,000,000
Raju Samtani 70,000 14,000 56,000 23,688 32,313 32,312,500
Alex Borrelli 42,000 - 42,000 17,000 25,000 25,000,000
Michael Nolan 58,333 29,167 29,167 - 29,167 29,166,665
254,333 85,167 169,167 40,688 128,479 128,479,165
Lion Mining Finance Ltd 195,000 78,000,000
117,000 78,000
- 78,000
449,333 202,167 247,167 40,688 206,479 206,479,165
As set out above the parties have agreed to waive amounts owed to them of
£202,167 in aggregate.
Accrued Fees
As the Company recognised that the market appetite for small solely
minerals-focused investing companies was diminishing and wished to broaden the
scope of its investments to include those in new technology, it appointed
Sanderson Capital Partners to identify and introduce to the Company a
technology company and / or technology investor with appropriate experience
and expertise to accomplish this objective. Sanderson Capital Partners
introduced the Company to Jonathan Bixby and Bixby Technologies and
accordingly was due a fee of £75,000 on completion of the Acquisition.
Fees due to certain consultants in relation to the Transaction and the
Fundraise of £155,000 in aggregate was settled by the issue of 155,000,000
new Ordinary Shares at the Fundraising Price ("Transaction Shares") and
subject to a six month lock up from Admission. The Transaction Shares include
75,000,000 Transaction Shares to be issued to Sanderson Capital Partners Ltd
to settle their introduction fee of £75,000. The Transaction Shares being
issued to Sanderson Capital Partners Ltd will be subject to a six-month
orderly market agreement once the initial six month lock up period expires
Director's update shareholdings:
The table below shows the current shareholdings of the current Directors and
the proposed directors and their associates and their shareholdings after the
issue of the Toro Shares, the Fundraising Shares, the Accrued Fee Conversion
Shares, the Transaction Shares and the Fortified Fee Shares.
Shares issued due to
Current Accrued
Fees
New New % Shareholding
Conversion
Share
Shareholding of Ordinary
Current Directors
Subscription
Toro
Shares
Subscription
Colin Bird (Note 1) 53,954,560 120,000,000 80,000,000 - 253,954,560 5.77%
Raju Samtani 41,289,460 32,312,500 70,000,000 - 143,601,960 3.26%
Alex Borrelli - 25,000,000 - - 25,000,000 0.57%
Michael Nolan (Note 2) 3,750,637 29,166,665 - - 32,917,302 0.75%
Prospective Directors
Jonathan Bixby (Note 3) - - - 325,000,000 325,000,000 7.38%
Brian Stockbridge - - - - - Nil
98,994,657 206,479,165 150,000,000
325,000,000 780,473,822 17.73%
Note 1: Includes 78,000,000 shares held by Lion Mining Finance Ltd a company
controlled by Colin Bird and 20,000,000 shares held by Colin Bird's wife
Sylvia Vrska
Note 2: Shares held by JS Consult Pension Fund - M Nolan sole beneficiary
Note 3: Includes 325,000,000 shares held by Toro Consulting Ltd a company
controlled by Jonathan Bixby
Non-Director shareholders with 3% or greater shareholdings:
The table below shows the current shareholdings of non-director shareholders
who will own 3% or more of the Ordinary Shares after the issue of the
Consideration Shares, Fundraising Shares, Accrued Fee Conversion Shares and
Transaction Shares.
Shares issued due
to
New% of Ordinary Shares
Current Shareholding
New Shareholding
Transaction Fortified Fee Fundraising Shares
Shares Shares
Sanderson Capital Partners Ltd 101,714,285 75,000,000 - 251,714,285 5.72%
75,000,000
Mr. Clive Roberts 85,714,286 - - 170,000,000 255,714,286 5.81%
RiverFort Global Capital Ltd - 50,000,000 180,000,000 - 230,000,000 5.23%
Premier Miton Group Plc - - - 950,000,000 950,000,000 21.58%
Zeus Investment Management Limited - - - 350,000,000 350,000,000 7.95%
Jupiter Asset Management Limited - - - 300,000,000 300,000,000 6.82%
187,428,571 125,000,000 180,000,000 1,845,000,000 2,337,428,571 53.10%
Share Option Arrangements
To incentivise and retain directors, officers, consultants and employees to
enhancing the future market value of the Company the Company intends (in
addition to incentive schemes approved at the Company's annual general meeting
held on 1 August 2024) subject to shareholder approval to approve the issue of
share options (the "Share Option Agreements") for its directors, senior
management, consultants and employees on the following terms:
(i) the number of options to be issued shall not exceed 20 per cent. of the
issued share capital of the Company from time to time;
(ii) the exercise price of the options shall be determined by the remuneration
committee of the Board of directors of the Company based on the volume
weighted average share price of the Company in the 30 days preceding the issue
of the options and/or the price at which the Company has issued shares in the
30 days preceding the issue of the options
(iii) the allocation of the options shall be determined by the remuneration
committee of the Board of Directors of the Company;
(iv) the options shall vest in accordance with the terms of the Share Option
Agreement; and
(v) the options should be exercised within ten years of the date of the
approval resolution.
Subject to the approval of the remuneration committee it is the intention that
after completion of the Acquisition the Company would award options under
Share Option Agreements equivalent to 20 percent of the enlarged share capital
of the Company after the issue of all new Ordinary Shares referenced above
with an exercise price equal to the Fundraising Price (the "Proposed Share
Options"). So as to align the Proposed Share Options with the interest of
shareholders which is primarily increases in the Company's share price it is
anticipated they would vest over 2 years based on share price hurdles by
reference to multiples of the Fundraising Price.
14. CONTINGENT LIABILITIES
There were no contingent liabilities at 31 December 2024 (2023 - None).
There were no operating or financial commitments or contracts for capital
expenditure in place for the Company as at the reporting date (2023: £nil).
15. FINANCIAL INSTRUMENTS
Management of Risk
The Company's financial instruments comprise:
§ Investments held at fair value through profit or loss
§ Cash, short-term receivables and payables
Throughout the period under review, it was the Company's policy that no
trading in derivatives shall be undertaken. The main financial risks arising
from the Company's financial instruments are market price risk and liquidity
risk.
Liquidity risk arises principally from cash and cash equivalents, which
comprise cash at bank (repayable on demand). The Company has no overdraft
facilities. The carrying amount of these assets are approximately equal to
their fair value.
Credit risk is not significant, but is monitored. The Board regularly reviews
and agrees policies for managing each of these risks and they are summarised
below. These policies have remained constant throughout the period.
Financial Assets and Liabilities
Financial Assets
Financial Assets at amortised cost 2024 2023
£ £
Other debtors 531 265
Prepayments 4,575 5,325
Cash and cash equivalents 23,457 53,876
Financial Assets at fair value through other comprehensive income 197,704 385,513
Total 226,268 444,979
Financial Liabilities
Financial Assets at amortised cost 2024 2023
£ £
Trade Creditors 219,657 172,412
Other creditors 197,356 143,385
Accrued expenses 46,667 36,163
Total 463,680 351,960
Market risk
Market risk consists of interest rate risk, foreign currency risk and other
price risk. It is the Board's policy to maintain an appropriate spread of
investments in the portfolio whilst maintaining the investment policy and aims
of the Company. The Investment Committee actively monitors market prices and
other relevant information throughout the year and reports to the Board, who
is ultimately responsible for the Company's investment policy.
Interest rate risk
Changes in interest rates would affect the Company returns from its cash
balances. A floating rate of interest, which is linked to bank base rates, is
earned on cash deposits. The exposure to cash flow interest rate risk at 31
December 2024 for the Company was £23,457 (2023: £53,876).
A sensitivity analysis based on a movement of 1% on interest rates would have
a £234 effect on the Company's' profit (2023:
£549).
As the Company does not have any borrowings and finances its operations
through its share capital and retained revenues, it does not have any interest
rate risk except in relation to cash balances.
Foreign currency risk
The Company's total return and net assets can be affected by currency
translation movements as part of the investments held by the Company are
denominated in currencies other than £ Sterling. The Directors mitigate the
individual currency risks through the international spread of investments.
Hedging transactions may be used but none have been employed during the period
under review (2023: none).
The fair values of the Company's investments that have foreign currency
exposure at 31 December 2024 are shown below.
2024 2023
CAD CAD
£ £
- 9,289
Investments in financial assets at fair value through profit or
loss -
The Company accounts for movements in fair value of its financial assets in
other comprehensive income. The following table illustrates the sensitivity of
the equity in regard to the Company's financial assets and the exchange rates
for £/ Canadian Dollar.
It assumes the following changes in exchanges rates:
- £/CAD +/- 20% - (2023: +/- 20%)
These percentages used reflect the high level of market volatility experienced
in exchange rates in recent years.
The sensitivity analysis is based on the Company's foreign currency financial
instruments held at each balance sheet date.
If £ Sterling had weakened against the currencies shows, this would have had
the following effect:
2024 2023
CAD CAD
£ £
- 1,858
Equity
-
If £ Sterling had strengthened against the currencies shows, this would have
had the following effect:
CAD CAD
£ £
- (1,548)
Equity
Other price risk
Other price risk which comprises changes in market prices other than those
arising from interest rate risk or currency risk may affect the value of
quoted and unquoted equity investments. The Board of directors manages the
market price risks inherent in the investment portfolio by regularly
monitoring price movements and other relevant market information.
The Company accounts for movements in the fair value of investments in
financial assets in other comprehensive income and assets designated at fair
value through profit or loss in comprehensive income. The following table
illustrates the sensitivity to equity of an increase / decrease of 50% in
market prices. This level of change is considered to be reasonable based on
observation of current market conditions, in particular resource stocks and
junior mining companies. The sensitivity is based on the Company's equities at
each balance sheet date, with all other variables held constant.
2024 2023
50% 50% 50% 50%
increase in decrease in increase in decrease in
fair value fair value fair value fair value
£ £ £ £
98,852 (98,852) 192,756 (192,756)
Equity
Liquidity risk
The Company maintains appropriate cash reserves and the majority of the
Company's assets comprise realisable securities, most of which can be sold to
meet funding requirements if necessary. Given the Company's cash reserves, it
has been able to settle all liabilities on average within 1 month.
Credit risk
The risk of counterparty's failure to discharge its obligations under a
transaction that could result in the Company suffering a loss is minimal. The
Company holds its cash balances amounting to £23,457 (2023: £ 53,876) with a
reputable bank and only transacts with regulated institutions on normal market
terms, and this is the only significant credit risk exposure. The credit
rating for the bank is A+.
Included in total amounts receivable at 31 December 2024 is the sum of £461
(2023 - £196) which was lodged with the Company's brokers in relation to
future investments.
Concentration risk
The cash balance held with bank of £ 23,457 (2023: £53,876) is the only
significant credit risk exposure
Financial liabilities
There are no currency or interest rate risk exposures on financial liabilities
as they are denominated in £ Sterling and settled on average within one
month.
Capital management
The Company actively reviews its issued share capital and reserves and manages
its capital requirements in order to maintain an efficient overall financing
structure whilst avoiding any leverage. The capital structure of the Company
consists of only equity (comprising issued capital, reserves, and retained
earnings as disclosed below and the Statements of Changes in Equity) and no
debt.
The Board monitors the discount level of its issued shares, which is the
difference between its Net Asset Value (NAV) and its actual share price. To
improve NAV, the Company may purchase its own shares in the market. During the
current year, the Company has not purchased any of its own shares (2023: Nil).
Company At 1 January 2024 Cash flows Other non-cash changes At 31 December 2024
Cash and cash equivalents £ £ £ £
Cash 53,876 (30,419) - 23,457
Borrowings -
Debt due within one year -
Debt due after one year -
Total 53,876 - 23,457
Notes:
The financial information set out above does not constitute the Company's
statutory accounts for the periods ended 31 December 2024 or 31 December 2023
but it is derived from those accounts. Statutory accounts for 31 December 2023
have been delivered to the Registrar of Companies and those for 31 December
2024 will be delivered following the Company's Annual General Meeting. The
auditors have reported on those accounts, their reports were unqualified and
did not contain statements under section 498(2) or (3) of the Companies Act
2006.
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