Accounts for year ended 31 December 2014

RNS Number : 5802R

Reabold Resources PLC

30 June 2015

For immediate release 30 June 2015

REABOLD RESOURCES PLC

("Reabold Resources" or "the Company")

Audited Accounts for the year ended 31 December 2014

Notice of Annual General Meeting ("AGM)

The Board of Reabold Resources is pleased to announce the Company's audited report and accounts ("the Accounts") for the year ended 31 December 2014.

The Accounts are being posted to shareholders, together with a Notice of AGM, and will shortly be available from the Company's website www.reabold.com and extracts of the Company's Accounts are set out below.

The AGM will be held at the offices of Kerman & Co LLP, 200 Strand, London WC2R 1DJ on 5 August 2015 at 10.30 am.

For further information please contact:

Reabold Resources plc

Jeremy Edelman +44 (0) 20 7460 2353

Anthony Samaha

Beaumont Cornish Limited

Roland Cornish +44 (0) 20 7628 3396

Felicity Geidt

The Chairman's Statement and the Strategic Report for Reabold Resources for the year ended 31 December 2014 are presented below:

As announced on 20 December 2013, the Company identified a proposed acquisition which would constitute a reverse takeover; however, given that the proposed acquisition was not completed by 19 December 2013, trading in the Company's shares under AIM Rule 15 was suspended on 20 December 2013, pending the publication of an admission document. As set out in the Prior Year Financial Statements published on 13 June 2014, this transaction was terminated due to the target company pursuing a non-public strategy rather than proceeding with the AIM flotation process.

Subsequently, the Board decided to implement the Company's investing policy through a broader portfolio of investments, specifically focusing on the natural resources sector.

On 23 June 2014, the Company announced:

1. Subscription agreements totalling £325,000 for 65,000,000 new Ordinary Shares of 0.1p each in the Company at a price of 0.5p per share, to provide funds to make investments in accordance with the Company's investing policy and for working capital purposes.

The Company had entered into a stock margin service financing facility with Barclays Bank Plc to provide a facility with an initial drawdown of circa £400,000 to support the Company's listed investment programme. The initial term of the facility is 12 months, with interest payable quarterly at the TM (TomNext) rate applicable to low-volatility currency plus 1.35 per cent. The facility may be repaid in whole or part without penalty prior to the expiry of the term.

2. The investment of £200,000 in the form of £50,000 in cash and the issue of 5 million new Ordinary Shares issued at a deemed price of 3p per share to purchase 1,480,000 shares in Mogul Ventures Corp. ("Mogul"), representing approximately a 1.3% interest. Mogul is a private company and focuses on exploration, development and production of metals and coal in Mongolia. The main Khar Tolgoi property is a 34,055 ha Mining License located in Dundgovi Province at Oortsog Ovoo project which has no AIM compliance resources. However historical exploration work at the Oortsog Ovoo deposit is reported to have resulted in the discovery of eight separate tin skarn mineralization zones. Soviet geologists completed detailed exploration at Oortsog Ovoo between 1985 and 1989, culminating in completion of an historic (non-AIM compliant) tin mineral resource estimate with respect to the five largest mineralized zones.

3. The Company had instructed its bankers to purchase circa £200,000 in shares in each of Rio Tinto, BHP Billiton and BP. As a means of protecting the downside market risk in respect of these investments, the Company will acquire a series of "zero collars", established by buying a protective put while writing an out of the money covered call with a strike price at which the premium received is equal to the premium of the protective put purchased. The Company will review these financial instruments on a regular basis and may adjust those to maximise the return from the underlying portfolio.

On 25 June 2014, the Company announced the implementation of its investing policy, with the acquisition of the following listed securities:

Company	Number of Shares	Purchase Price per Share	Total Amount	Put Strike Price	Call Strike Price
Rio Tinto	7,000	£31.05	£217,315	£29.00	£32.00
BHP Billiton	10,000	£19.32	£193,225	£18.50	£19.50
BP	38,000	£5.26	£199,769	£5.00	£5.40

With the implementation of the arrangements set out above, the Company raised £875,000 in new equity and debt and made investments with a cost of approximately £810,000.

Subsequently during the reporting period, all of the covered call options written in respect to the Company's investment in shares in Rio Tinto, BHP Billiton and BP were exercised resulting in their divesture. This resulted in a net loss on the Company's investments in listed securities in Rio Tinto, BHP Billiton and BP of approximately £11,000.

On 20 February 2015, Mogul entered into an amended and restated arrangement agreement ("the Arrangement Agreement") with Knowlton Capital Inc. ("Knowlton"), a TSX listed company, for the acquisition by Knowlton of all of the issued and outstanding shares of Mogul. The Arrangement Agreement supersedes a letter of intent dated 23 May 2014 and a definitive agreement dated 22 August 2014. The Arrangement Agreement constitutes a reverse takeover of Knowlton, the completion of which is subject to a number of conditions, including approval by TSX, Knowlton's shareholders and Mogul's shareholders. Presently, there are positive signs for tin projects and we look forward to Mogul's future in the public markets.

Financial Risk Management

The Company's continuing operations expose it to foreign currency, credit and liquidity risks. The Company was exposed to price risk during the year as there were purchases of listed and unlisted shares. The Board's strategy in managing the market price risk inherent in the Company's portfolio of equity investments is determined by the requirement to meet the Company's investment objective. The directors manage these risks by regular reviews of the portfolio within the context of current market conditions. The size of the Company means that it is unnecessary and impractical for the Directors to delegate the responsibility of monitoring financial risk management to a sub-committee of the Board. Refer to Note 17 of the financial statements, for further details.

Financial Review

The loss of the Company for the 12 months ended 31 December 2014 was £118,000 (2013: loss of £196,000), in line with expectations. The net assets as at 31 December 2014 were £328,000 (2013: deficiency of £29,000).

As at 31 December 2014, the Company had cash of £196,000.

Outlook

Having successfully raised further capital and restored trading on AIM, the Board is moving forward positively to drive shareholder value through the investment strategy. Whilst the Board believes there are positive cyclical investment opportunities in resources stocks, they may be subject to significant volatility in financial markets and commodity prices, as well as other potential risk areas, including operational, geological, environmental, sovereign issues and access to capital. The Board will evaluate investment opportunities in other sectors as they arise.

The Board looks forward to reporting further in due course.

This report was approved by the Board and signed on its behalf:

Jeremy Edelman

Director

29 June 2015

Statement of comprehensive income for the year ended 31 December 2014

_____________________________________________________________________________________

	Notes	2014	2013
		£'000	£'000

Net capital loss on financial assets at fair value through profit or loss	4	(11)	-
Investment income	4	6	-
		_______	_______
Net investment losses		(5)	-

Other operating income		5	15
Administration expenses		(117)	(205)

Operating loss	5	(117)	(190)

Finance income	9	2	-
Finance costs	10	(3)	(6)

Loss on ordinary activities before taxation		(118)	(196)

Taxation on loss on ordinary activities	11	-	-

Loss for the financial year		(118)	(196)

Other comprehensive income		-	-

Total comprehensive income for the financial year		(118)	(196)

Attributable to:
Equity holders		(118)	(196)

		(118)	(196)


Loss per share
Basic and fully diluted loss per share (pence)	12	(0.1)	(0.2)

The notes form part of these financial statements.

Statement of financial position as at 31 December 2014

_____________________________________________________________________________________



	Notes	2014	2013
		£'000	£'000
ASSETS
Non-current assets
Investments	4,5	200	-


		200	-

Current assets
Cash		196	16
Trade and other receivables	13	2	5

		198	21

Total assets		398	21

EQUITY
Capital and reserves
Share capital	15	355	285
Share premium account		8,131	7,726
Capital redemption reserve		200	200
Other reserve		-	-
Shares held by EBT		-	-
Retained earnings		(8,358)	(8,240)

Total equity		328	(29)

LIABILITIES

Current liabilities
Trade and other payables	17	70	50

Total liabilities		70	50

Total equity and liabilities		398	21

The notes form part of these financial statements.

Statement of changes in equity for the year ended 31 December 2014

_____________________________________________________________________________________

	Share capital	Share premium	Capital redemption reserve	Other reserve	Shares held by EBT	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000

Balance as at 31 December 2012	181	7,570	200	20	(8)	(8,056)	(93)

Total comprehensive income for the year	-	-	-	-	-	(196)	(196)

Changes in equity for 2013

Issue of share capital	104	156	-	-	-	-	260
Loss on disposal of treasury shares	-	-	-	-	8	(8)	-
Lapse of share options	-	-	-	(20)	-	20	-


Balance as at 31 December 2013	285	7,726	200	-	-	(8,240)	(29)

Total comprehensive income for the year	-	-	-	-	-	(118)	(118)

Changes in equity for 2014

Issue of share capital	70	405	-	-	-	-	475

	355	8,131	200	-	-	(8,358)	328
Balance as at 31 December 2014

Other reserves represent an option provided to a company which was to provide services to the Company.

Statement of cash flows for the year ended 31 December 2014

_____________________________________________________________________________________

	Notes	2014	2013
		£'000	£'000
Cash flows from operating activities
Loss before taxation		(118)	(196)

Adjustments for:
Realised loss on investments		11	-
Interest charge		3	6
Finance income		(2)	-

Operating cash flows before movement in working capital		(106)	(190)

Decrease in receivables		3	6
Increase/(decrease) in payables		20	(41)

Cash used in operations		(83)	(225)

Interest paid	10	(3)	(6)

Net cash used in operating activities		(86)	(231)

Cash flows from investing activities
Interest received	9	2	-
Purchase of listed securities	4	(610)	-
Purchase of unlisted securities	5	(50)	-
Proceeds from divestiture of listed securities	4	599	-

Net cash flows from investment activities		(59)	-

Cash flows from financing activities
Increase in borrowings - equity margin facility	14	416	-
Repayment of borrowings - equity margin facility	14	(416)	-
Loan notes issued	14	-	58
Share placement received	15	325	-

Net cash generated from financing activities		325	58

Net increase/(decrease) in cash and cash equivalents		180	(173)

Cash and cash equivalents at the beginning of the period		16	189

Cash and cash equivalents at the end of the period		196	16

Cash and cash equivalents comprises:
Cash and cash equivalents		196	16
Overdraft and borrowings		-	-

		196	16

The notes form part of these financial statements.

Notes to the financial statements

Reabold Resources Plc is a company registered in England and Wales under the Companies Act. Registered in England number 3542727 at 200 Strand. London WC2R 1DJ. The nature of the Company's operations and its principal activities are set out in the Directors' report on pages 6 to 8.

1. Preparation of financial statements

Standards and interpretations applicable as from the annual period beginning on 1 January 2014

The Company has not applied the following IFRSs and IFRICs that are applicable to the Company and that has been issued but are not yet effective.

· IFRS 10 Consolidated Financial Statements (applicable for annual periods beginning on or after 1 January 2014)

· IFRS 11 Joint Arrangements (applicable for annual periods beginning on or after 1 January 2014)

· IFRS 12 Disclosures of Interests in Other Entities (applicable for annual periods beginning on or after 1 January 2014)

· IAS 27 Separate Financial Statements (applicable for annual periods beginning on or after 1 January 2014)

· IAS 28 Investments in Associates and Joint Ventures (applicable for annual periods beginning on or after 1 January 2014)

· Amendments to IFRS 10, IFRS 12 and IAS 27 - Consolidated Financial Statements and Disclosure of Interests in Other Entities: Investment Entities (applicable for annual periods beginning on or after 1 January 2014)

· Amendments to IAS 32 Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2014)

· Amendments to IAS 36 - Impairment of Assets - Recoverable Amount Disclosures for Non-Financial Asset (applicable for annual periods beginning on or after 1 January 2014)

· Amendments to IAS 39 - Financial Instruments - Novation of Derivatives and Continuation of Hedge Accounting (applicable for annual periods beginning on or after 1 January 2014)

Other than disclosure, there has been no impact on the financial statements of these adoptions.

Standards and interpretations published, but not yet applicable for the annual period beginning on 1 January 2014

· Improvements to IFRS (2010-2012) (applicable for annual periods beginning on or after 1 February 2015)

· Improvements to IFRS (2011-2013) (applicable for annual periods beginning on or after 1 January 2015)

· Improvements to IFRS (2012-2014) (applicable for annual periods beginning on or after 1 January 2016, but not yet endorsed in the EU)

· Amendments to IAS 1 Presentation of Financial Statements - Disclosure Initiative (applicable for annual periods beginning on or after 1 January 2016, but not yet endorsed in EU)

· Amendments to IAS 19 Employee Benefits - Employee Contributions (applicable for annual periods beginning on or after 1 July 2014, but not yet endorsed in EU)

· Amendments to IAS 27 Separate Financial Statements - Equity Method (applicable for annual periods beginning on or after 1 January 2016, but not yet endorsed in the EU)

· IFRS 9 Financial Instruments and subsequent amendments (applicable for annual periods beginning on or after 1 January 2018, but not yet endorsed in the EU)

· Amendments to IFRS 10 Consolidated Financial Statements (applicable for annual periods beginning on or after 1 January 2016, but not yet endorsed in the EU)

· Amendments to IAS 28 Investments in Associates and Joint Ventures (applicable for annual periods beginning on or after 1 January 2016, but not yet endorsed in the EU)

· Amendments to IFRS 12 Disclosure of Interests in Other Entities (applicable for annual periods beginning on or after 1 January 2016, but not yet endorsed in the EU)

· Amendments to IFRS 11 Joint Arrangements (applicable for annual periods beginning on or after 1 January 2016, but not yet endorsed in the EU)

· IFRS 14 Regulatory Deferral Accounts (applicable for annual periods beginning on or after 1 January 2016, but not yet endorsed in the EU)

· IFRIC 21 - Levies (applicable for annual periods beginning on or after 1 January 2014, but not yet endorsed in EU)

· IFRS 15 Revenue from Contracts with Customers (applicable for annual periods beginning on or after 1 January 2017, but not yet endorsed in EU)

· IFRS 9 Financial Instruments (applicable for annual periods beginning on or after 1 January 2018, but not yet endorsed in EU)

Other than disclosure, there has been no impact on the financial statements of these adoptions.

2. Summary of significant accounting policies

Basis of accounting

The 2014 financial statements are prepared under International Financial Reporting Standards, as adopted for use by the European Union.

The financial statements have been prepared on the going concern basis and historical cost basis, except that the following assets and liabilities are stated at their fair value: financial instruments classified as fair value through the profit and loss.

The financial statements are presented in sterling, the currency of the primary economic environment in which the Company operates and in which the majority of the Company's transactions are denominated.

The principal accounting policies adopted are set out below.

Going concern

The financial statements have been prepared on the going concern basis. The Directors expect to be able to be able to obtain further funding for the Company. However, there can be no guarantee that the required funds will be raised within the necessary timeframe or on terms that will be acceptable to the Company.

Investments at fair value through profit or loss

Classification

The Company classifies its investments as financial assets at fair value through profit or loss ("financial assets"). The financial assets are designated by the Company at fair value through profit or loss at inception.

Recognition

Purchases and sales of investments are recognised on the trade date - the date on which the Company commits to purchase or sell the investments.

Measurement

Financial assets at fair value are initially recognised at cost, being the fair value of consideration given. Subsequent to initial recognition, all financial assets at fair value through profit or loss are measured at fair value. Gains and losses arising from changes in the fair value of the 'financial assets at fair value' category are presented in the Statement of Comprehensive Income in the period in which they arise.

Fair value estimation

Marketable (Listed) Securities - Where an active market exists for the security, the value is stated at the bid price on the last trading day in the period. Marketability discounts are not applied unless there is some contractual, governmental or other legally enforceable restriction preventing realisation at the reporting date.

Unlisted Investments - Where the Company has investments in equity instruments that do not have a quoted price in an active market and whose fair value cannot be reliably measured these are carried at historic cost.

Fair value hierarchy

IFRS 13 requires disclosure of fair value measurements by level of the following fair value hierarchy:

Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities that the entity can readily observe;

Level 2 - inputs are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly; and

Level 3 - inputs that are not based on observable market data (unobservable inputs).

Taxation

The tax charge represents the sum of current and deferred tax.

Current tax payable is based on taxable profits for the year. Taxable profits differ from net profits as reported in the income statement because it excludes items that are taxable or deductible in other years and items that are not taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are recognised for all temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets are offset when there is a legally enforceable right to offset current tax assets against current liabilities and when deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority on either the same taxable entity or different taxable entity where there is an intention to settle on a net basis.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability or the asset is realised.

Borrowing costs

Unless borrowing costs are capitalised that are directly attributable to the acquisition construction or production of a qualifying asset, borrowing costs are expensed in the period they are incurred. No borrowing costs were capitalised in the year (2013: Nil).

Currencies

Transactions in currencies other than Sterling are recorded at the rates of exchange prevailing on the dates of the transactions. Monetary items in the statement of financial position are retranslated at the closing exchange rate at each statement of financial position date, and the resulting translation differences are recorded in profit or loss.

Impairment

At each reporting date, the Company reviews the carrying amount of its tangible and intangible assets including investments to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the impairment loss is recognised as an expense.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset. A reversal of an impairment loss is recognised as income immediately.

Financial instruments

Financial assets and financial liabilities are recognised in the Company's statements of financial position when the Company has become a party to the contractual provisions of the instrument.

Loans and other receivables

Loans and other receivables are recognised initially at fair value and subsequently measured at amortised costs using the effective interest rate method, as reduced by appropriate provisions for estimated irrecoverable amounts less provision for impairment. A provision for impairment is accounted for when management deems the specific trade receivable balance not to be collectable. The amount of the impairment loss is recognised in the income statement

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term deposits and liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Other financial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.

Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on the expected yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expect life of the expected financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that creates a residual interest in the assets of the Company.

Trade payables

Trade payables are stated at their amortised cost less any discount or rebate received.

Compound instruments

The component parts of compound instruments (convertible notes) issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company's own equity instruments is an equity instrument.

At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date.

The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognised in equity will be transferred to share premium. When the conversion option remains unexercised at the maturity date of the convertible note, the balance recognised in equity will be transferred to retained profits. No gain or loss is recognised in profit or loss upon conversion or expiration of the conversion option.

Transaction costs that relate to the issue of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortised over the lives of the convertible notes using the effective interest method.

Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as a result of a past event, it is probable that the Company will be required to settle that obligation and the amount has been reliably estimated. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material.

A provision for onerous leases is recognised where the costs of meeting the obligations under a lease contract exceed the economic benefits expected to be received and is measured as the net least cost of exiting the contract, being the lower of the cost of fulfilling it and any compensation or penalties arising from the failure to fulfil it.

Dividends

Dividend distribution to the Company's shareholders is recognised as a liability in the Company's financial statements in the period in which the dividends are approved by the Company's shareholders.

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Capital redemption and other reserves

Where a company acquires its own shares out of free reserves, then a sum equivalent to the nominal value is transferred to a capital redemption reserve.

Other reserves represent an option granted to a third party to provide service. When this option lapses a transfer to retained earnings is made.

Critical accounting judgements and key sources of estimation uncertainty

The Directors consider the critical accounting estimates and judgements used in the financial statements and concluded that the main areas of judgement are:

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical accounting judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

(a) Critical judgements in applying the Company's accounting policy

In the process of applying the Company's accounting policies which are described above, management has not had to make any further significant judgements on the amounts recognised in the financial statements.

(b) Key sources of estimation uncertainty

As the Company is now an investing company there are no key sources of estimation uncertainty based on current operations.

3. Segment analysis

The segmental analysis relates to the operations of the Company, as these are individual financial statements of the Company. The Company has one reportable operating segment on the basis that it earns revenues and incurs expenses from one business activity; being investing, and on the basis that it operates in one geographical location; being the United Kingdom. During the current year, the Company did not generate any turnover from its investment activities, as no acquisition was completed during the reporting period.

4. Investments at fair value through profit & loss

For the period ended 31 December 2014

	Level 1 £'000	Level 2 £'000	Level 3 £'000	Total £'000
Opening cost	-	-	-	-
Additions at cost - cash	610	-	-	610
Additions at cost - in specie	-	-	-
Disposal proceeds	(599)	-	-	(599)
Net realised loss on disposal of investments	(11)			(11)
Closing portfolio cost	-	-	-	-
Net unrealised (loss)/gain on investments	-	-	-	-
Closing valuation	-	-	-	-

Net unrealised (loss)/gain on investments	-	-	-	-
Net realised loss on disposal of investments	(11)	-	-	(11)
Net capital (loss)/gain on fair value of financial assets designated at fair value through profit or loss	(11)	-	-	(11)
Investment income	6	-	-	6
Total (losses)/gains on Financial Assets at fair value through profit or loss	(5)	-	-	(5)

Details of the additions and disposals can be found in the Chairman's Statement and Strategic Report.

For the period ended 31 December 2013

	Level 1 £'000	Level 2 £'000	Level 3 £'000	Total £'000
Opening cost	-	-	-	-
Additions at cost - cash	-	-	-	-
Additions at cost - in specie	-	-	-	-
Disposal proceeds	-	-	-	-
Net realised loss on disposal of investments	-			-
Closing portfolio cost	-	-	-	-
Net unrealised (loss)/gain on investments	-	-		-
Closing valuation	-	-	-	-

Net unrealised (loss)/gain on investments	-	-	-	-
Net realised loss on disposal of investments	-	-	-	-
Net capital (loss)/gain on fair value of financial assets designated at fair value through profit or loss	-	-	-	-
Investment income	-	-	-	-
Total (losses)/gains on Financial Assets at fair value through profit or loss	-	-	-	-

5. Investments held at cost

	2014	2013
	£'000	£'000
Opening cost	-	-
Additions at cost - cash	50	-
Additions at cost - in specie	150	-
Closing cost	200	-

Details of the additions can be found in the Chairman's Statement and Strategic Report. In the opinion of the Directors the fair value of this investment cannot be reliably measured given the early stage of development of the entity.

6. Loss from operations

	2014	2013
The result from operations has been arrived at after charging:	£'000	£'000

Auditors' remuneration - audit of Company	10	15
Auditors' remuneration - other services	-	25

Staff costs	24	45

7. Staff costs

Staff employment costs were:	2014	2013
	£'000	£'000
Wages and salaries
Social security costs	24	42
Other pension costs	-	3
	-	-
	24	45

During the year there were no employees (2013: nil) employed by the Company excluding directors in administration roles. The staff costs during the year represent the accrual of director fees in the amount of £24,000 which were not paid during the reporting period.

8. Directors' remuneration

The emoluments (including pension contributions) paid to Directors during the year was as follows:

	Salary & fees	Compensation for loss of office	Pension contribution	2014 Total	2013 Total
	£'000	£'000	£'000	£'000	£'000
Executive Directors
Jeremy Edelman	-	-	-	-	12
Anthony Samaha	24	-	-	24	30
	24	-	-	24	42

No director fees in respect to the year ended 31 December 2014 were paid during the reporting period. An accrual of £24,000 for directors which were unpaid during the reporting period has been made.

As at 31 December 2014, no Director was accruing benefits under a money purchase scheme (2013: none). At the year-end no Director had any share options. Share options of directors who resigned in the prior years lapsed on their resignation.

9. Finance income

	2014	2013
	£'000	£'000

Interest income	2	-

10. Finance costs

	2014	2013
	£'000	£'000

Interest on loans and overdrafts	3	6

11. Tax on profit on ordinary activities

Analysis of charge in year

2014 2013

£'000 £'000

Current tax:

UK corporation tax on profits/ (loss) of the year - -

Adjustments in respect of previous periods - -

Total current tax - -

Deferred tax:

Release of deferred tax asset - -

Origination and reversal of temporary differences - -

Total deferred tax - -

Total tax for the year - -

Factors affecting tax charge for the year:

The tax assessed for the year is lower than the standard rate of corporation tax in the UK 23.25 % (2013: 23.25%).

2014 2013

£'000 £'000

(Loss)/profit on ordinary activities before tax (118) (196)

(Loss)/profit on ordinary activities multiplied by standard rate

Of corporation tax in the UK of 21.50% (2013: 23.25%) (25) (46)

Effects of:

Expenses not deductible for tax purposes - -

Unrelieved tax losses 25 46

Total tax for the year - -

No deferred tax assets have been recognised (2013: nil)

The corporation tax rate was reduced from 23% to 21% on 1 April 2014. Thus the corporation tax rate for the year ended 31 December 2014 is 21.5%.

The company has excess management charges of £1.6 million and capital losses of £2.5 million. The deferred tax asset for these losses, amounting to £815,000 (2013: £780,000) has not been recognised as the timing of profits is uncertain.

12. Loss per share

The calculations of the basic and diluted earnings per share are based on the following data:	2014		2013
	£'000		£'000
Loss for the year	(118)		(196)

Loss for the purpose of basic earnings per share	(118)		(196)


	Number		Number
Number of shares
Weighted average number of ordinary shares in issue during the year	207,177,116		106,160,633
Effect of dilutive options	-		-
Effect of dilutive long-term incentive plan	-		-
Effect of dilutive deferred consideration	-		-
Effect of shares held in treasury	-		-

Diluted weighted average number of ordinary shares in issue during the year	207,177,116		106,160,633

Loss per share
Basic and diluted loss per share (pence)		(0.1)		(0.2)

13. Trade and other receivables

	2014	2013
	£'000	£'000

Other taxation and social security	1	5

	1	5

Credit risk

The Company's credit risk is primarily attributable to its trade receivables and cash balances. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies.

14. Borrowings

	2014	2013
	£'000	£'000

Bank overdraft	-	-

	-	-

During the reporting period, the Company entered into a stock margin service financing facility with Barclays Bank Plc to provide a facility with an initial drawdown of circa £400,000 to support the Company's listed investment programme. The initial term of the facility is 12 months, with interest payable quarterly at the TM (TomNext) rate applicable to low-volatility currency plus 1.35 per cent. The facility may be repaid in whole or part without penalty prior to the expiry of the term. The balance owing under the facility as at 31 December 2014 was nil.

15. Share capital

	2014	2014	2013	2013
Called up, allotted and fully paid	£'000	No of shares	£'000	No of shares

Ordinary shares
Opening 1^st January, ordinary shares of 0.10 pence each	171	170,915,896	67	66,915,896
Placement of new ordinary shares of 0.10 pence each	70	70,000,000	104	104,000,000
	____	__________	____	__________
Closing, 31^st December, ordinary shares of 0.10 pence each	241	240,915,896	171	170,915,896

"A" Deferred Share
Opening, 1^st January, "A" Deferred Share of 1.65 pence each	114	6,915,896	114	6,915,896
	____	__________	____	__________
Closing, 31^st December, "A" Deferred Share of 1.65 pence each	114	6,915,896	114	6,915,896

At 31^st December 2014 no share options were outstanding (2013: nil).

On 13 August 2013, following the approval of the Shareholders of a waiver of Rule 9 of the Takeover Code, the Company received a conversion notice from Saltwind in respect of the whole principal amount of the unsecured Loan Notes of £260,000. Subsequently the Company issued Saltwind 104,000,000 New Ordinary Shares of 0.1 pence per share, which were admitted to trading on AIM on 22 August 2013.

On 23 June 2014, the Company issued 65,000,000 new ordinary shares of 0.1p each at a price of 0.5p per share raising £325,000 in funds to make investments in accordance with the Company's investing policy and for working capital purposes.

On 23 June 2014, the Company issued 5,000,000 new ordinary shares of 0.1p each at a deemed price of 3p per share to Mogul Ventures Corp ("Mogul"), as part of the consideration for the acquisition of 1,480,000 shares in Mogul.

As at 31 December 2014, the Company's total issued ordinary share capital was 240,915,896 ordinary shares of 0.1p each and 6,915,896 "A" Deferred Shares of 1.65 pence per share.

16. Employee benefit trust

At the Extraordinary General Meeting held on 29 May 2008 shareholders authorised the Company to purchase its own shares and during the remainder of the 2008 financial year the Company entered into a number of transactions acquiring a total of 104,136 shares which it put into Treasury. The potential beneficiaries of the EBT included the executive directors and employees of the Group and their respective families.

17. Trade and other payables

	2014	2013
	£'000	£'000
Trade payables	29	7
Other taxation and social security	-	1
Accruals	34	42
Loans from related party	7	-

	70	50

The Directors consider that the carrying amount of trade and other payables approximates to their fair value. All liabilities are due within one year.

18. Related party transactions

The Subscription agreements announced on 23 June 2014 totalling £325,000 for 65,000,000 new Ordinary Shares of 0.1p each in the Company at a price of 0.5p per share, included a subscription by Saltwind, a company controlled by Jeremy Edelman, for 20,000,000 new Ordinary Shares.

During the reporting period, Saltwind provided funds for the payment of a creditor of the Company in the amount of £7,260, on an interest free basis. As at 31 December 2014 the amount of £7,260 was payable to Saltwind. For the year ended 31 December 2013, interest of £6,132 was payable to Saltwind, together with borrowings of nil.

The directors are the key management of the Company (refer to note 7).

19. Financial risk management

The Company's operations expose it to a limited level of credit, foreign currency and liquidity risk. There is little financial risk arising from the effects of changes in market prices of commodities based on its current activities. Interest rate risk exists on bank and third party borrowings.

The Company does not use derivative financial instruments to manage interest rate costs, and no hedge accounting is thus applied. Given the size of the Company, the Directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the Board.

Price risk

Price risk arises from uncertainty about the future prices of financial instruments held within the Company's portfolio. It represents the potential loss that the Company might suffer through holding market positions in the face of market movements. The investments in equity and fixed interest stocks of unquoted companies are not traded and as such the prices are more uncertain than those of more widely traded securities. The Board's strategy in managing the market price risk inherent in the Company's portfolio of equity investments is determined by the requirement to meet the Company's investment objective. The directors manage these risks by regular reviews of the portfolio within the context of current market conditions. Unquoted investments are valued as per accounting policy in these financial statements. Regular reviews of the financial results, combined with close contact with the management of these investments, provide sufficient information to support these valuations.

Liquidity risk

The Company actively maintains a treasury system that maintains a net credit position and is designed to ensure the Company have sufficient available funds for operations and planned expansions.

Interest rate risk

The Company's exposure to changes in interest rate risk relates primarily to interest-earning financial assets and interest-bearing financial liabilities. Interest rate risk is managed by the Company on an ongoing basis with the primary objective of limiting the extent to which net interest expense could be affected by an adverse movement in interest rates. Variable interest rates are based on LIBOR plus a margin. The Company has assessed the impact of changes in interest rate risks as being immaterial, as all borrowings have a fixed rate of interest.

Foreign currency risk

The Company incurs foreign currency risk on investments that are denominated in currencies other than Sterling. At present, the Company does not have any formal policy for hedging against exchange exposure. The Company may, when necessary, enter into foreign currency forward contracts to hedge against exposure from foreign currencies fluctuations. As at 31 December 2013, the Company had no exposure to foreign currency risk. At 31^st December 2014 the Company has investments denominated in Canadian Dollar. Any movement in the Canadian Dollar against Sterling will create a fair value gain or loss. The Company has assessed the impact of changes in exchange rates as not being significant to the Company.

Capital risk management

The Company manages its capital to ensure the Company will be able to continue on a going concern on a long term basis while ensuring the optimal return to shareholders and other stakeholders through an effective debt and equity balance.

The capital structure of the Company consists of equity attributable to equity holders of the Company, less cash and bank balances. The Management reviews the capital structure and makes adjustment to it in the light of changes in economic conditions.

The Company's capital employed is funded by equity attributable to equity shareholders of the Company and net debt as follows:

	2014	2013
	£'000	£'000
Bank borrowings	-	-
Less: cash and bank balances	(196)	(16)

Net debt	(196)	(16)
Total equity	328	(29)

Capital Employed	131	(45)

Other financial assets and liabilities

The notional amounts of financial assets and liabilities with a maturity of less than one year (including trade and other receivables, cash and cash equivalents and trade and other payables) are assumed to approximate their fair value.

	Loans and receivables/other financial liabilities	Loans and receivables/other financial liabilities
	2014	2013
	£'000	£'000
Financial assets:
Cash and cash equivalents	196	16
Loans and other receivables	2	5

Total financial assets	198	21

Financial liabilities:
Other financial liabilities	70	50

20. Post balance sheet events

Mogul Ventures Corp. is the subject of a reverse takeover after year-end. The transaction is subject to approval of the relevant stock exchange and the shareholders of both companies. As at the date of signing there has been no change in these conditions.

21. Ultimate controlling party

Jeremy Edelman is the ultimate controlling party.

The financial information set out in this announcement does not constitute the Company's statutory accounts for the years ended 31 December 2014 or 2013. The financial information for the year ended 31 December 2013 is derived from the statutory accounts for that year. The audit of statutory accounts for the year ended 31 December 2014 is complete. The auditors reported on those accounts, their report was unqualified and did not include references to any matters to which the auditors drew attention to by way of emphasis without qualifying their report.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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