Final Results

RNS Number : 1946P

Starvest PLC

07 February 2023

 

07 February 2023

 

Starvest Plc ("Starvest" or "the Company")

Audited results for the year ended 30 September 2022

 

Chairman's Statement

I am pleased to present my annual statement to Shareholders for the year ended 30 September 2022 and the twenty-second since the Company was formed in 2000.

Results for the year

The continuing impact of the global pandemic and the ongoing war in Eastern Europe and its effect on energy supplies have dominated the financial news this year for Starvest and its portfolio companies. Starvest's strategy to steer its portfolio toward precious metal investments in recent years has enabled the Company to position itself attractively for the current environment. Although improved investor sentiment boosted certain precious metal stocks and those of certain other natural resource companies, gold prices declined 5.5% for the year ended 30 September 2022. The post-pandemic global economy and interest rate hikes, particularly in the US, have kept prices flat recently but we continue to believe that there is a solid foundation for precious metals going forward. 

Our investment portfolio decreased approximately 56% in the year to 30 September 2022 to £6 million. However, the discount to net asset value narrowed by 5 percentage points, from 34% to 29% as at 30 September 2022, which is a significant improvement for shareholders.

Greatland Gold plc (AIM:GGP) remains our primary investment, with its Havieron gold-copper discovery in Australia. Havieron's initial inferred resource increased from 4.2M oz gold equivalent* to 6.5M oz gold equivalent** during the year. The company secured funding through to production, expanded its board, and delivered operational and financial improvements. While the share price has decreased over the last year, this is not uncommon for a company in pre-production and we continue to see potential gains here.

Ariana Resources continues to expand its exploration and development footprint in Europe. As the Kiziltepe mine has continued to meet production expectations, Ariana has focused on other projects in Turkey, such as Tavsan, which is scheduled for first production in H2 2023. The alliance with Newmont, via its West Tethyan holding, allows considerable scope to explore southeastern Europe over the next five years, and the recently acquired Kosovo licence shows an interesting start to this US$2.5m agreement. Together with the Asgard Metals Fund, Ariana's exploration and development projects have expanded considerably since the company's founding twenty years ago.

Cora Gold continued to de-risk its Sanankoro project as it completed further drilling and increased its mineral resource estimate by 14% while completing a feasibility study. After year-end the company announced that it had received the Environmental Permit required for the project, a significant step forward.

We believe that the long-term outlook for gold prices remains favourable and we remain committed to our strategy.

* GGP RNS dated 10 December 2020  ** GGP RNS dated 3 March 2022

Investing policy

The Company's investing policy is set forth on below and made available on our website, www.starvest.co.uk .

Trading portfolio valuation

A brief review of the major portfolio companies follows below. Other investee companies are listed on the websites from which further information may be obtained.

Shareholder information

The Company's shares are traded on AIM.

Announcements made to the London Stock Exchange are available from the Company's website, www.starvest.co.uk , where historical reports and announcements are also available.

Callum N Baxter

Chairman

07 February 2023

 

Investing policy statement

About us

The previous Board commenced to manage the Company as an investment company in January 2002, largely investing in the natural resources sector. Following the appointment of Callum Baxter as Chairman in 2015, the Board continued to focus the Company's investment strategy on the natural resources sector.

Collectively, the current Board has significant experience investing in small-capitalisation new issues and pre-IPO opportunities in the natural resources and mineral exploration sectors.

Company objective

The Company was established as a source of early-stage finance to fledgling businesses to maximise the capital value of the Company and to generate benefits for Shareholders in the form of capital growth and modest dividends.

Investing strategy

Natural resources:   Whilst the Company's investment mandate is not exclusively limited to natural resources, the Board sees this sector as having considerable growth potential in the medium term. Historically, investments were generally made immediately prior to an initial public offering on AIM or AQSE as well as in the aftermarket.  As the nature of the public equity markets has changed since 2008, it is more likely that the future investment portfolio will include companies that have completed an IPO but remain in the early stages of identifying or, with the appropriate financial backing, developing a commercial resource.

Direct Projects: The Company's strategy is to invest predominantly through ownership of equity stakes in target companies. However, the Company believes there may be opportunities to take direct interests in mining projects and subsequently to acquire equity positions in target companies on favourable terms in exchange for these direct project interests. Those companies would therefore become Starvest investee companies. The projects will be operated by the investee company; Starvest does not intend to manage any projects. The addition of the Direct Project strategy to the Company's Investing Policy was approved by shareholders at the Company's annual general meeting held 1 December 2017.

Investment size:   Initial investments are usually not greater than £100,000. Target companies invariably have an ongoing need for additional funding to continue exploration and development. Therefore, after appropriate due diligence, the Company may provide further funding support and make later market purchases, so that the total investment may exceed £100,000.

High risk:   The business is inherently high risk and cyclical, dependent upon fluctuations in world economic activity which affects the demand for minerals. However, the Company affords investors the opportunity to participate in diverse early-stage ventures, which the Board believes will offer the potential for significant returns for the foreseeable future.

Lack of liquidity:   Shares of investee companies typically trade in small volumes, even if they are quoted on AIM, AQSE, ASX, or TSX-V. Therefore, during the early phase following an investment, it is rarely possible to liquidate a position at the quoted market price so investors must remain patient until the investee company develops and ultimately attracts greater market interest. If and when an exploration company finds a large exploitable resource, it typically presents greater liquidity to patient investors as an acquisition target by a third party or as a much larger and more actively traded independent entity.

Success rate:   Of the multiple investments held at any one time, it is expected that no more than five will prove to be 'winners'; from half of the remainder we may expect to see modest share price improvements. Overall, we expect that over time portfolio returns will be acceptable if not substantial. Accordingly, the Board is unable to give any estimate of the magnitude or timing of returns.

Profit distribution:   When profits have been realised, and adequate cash is available, the Board intends to distribute up to half the profits realised.

Other matters:   The Company currently has an investment in Equity Resources Limited, which itself is an investment company.

The Company takes no part in the active management of investee companies, although directors of the Company have served as directors on the boards of such companies.

 

Review of trading portfolio

Introduction

During the year to 30 September 2022, the portfolio comprised interests in the companies discussed below, as well as other active companies that are not discussed herein. 

The economic shock of the global pandemic continued throughout 2022 and investors' desire for traditional safe-haven assets boosted precious metals stocks at times. However, supply chain issues and European conflict led to rising energy prices, broader-based inflation and a shift in economic policies which caused market reactions and precious metal price fluctuations as well as an overall decline year on year in metal prices when forecasts for growth were downgraded. In this environment, we believe our strategy to focus on investments in gold producers will prove to be rewarding on a risk-adjusted basis for our shareholders. However, during the year to 30 September 2022, the value of our trading portfolio decreased ~56% due to lower market prices for major positions. Including our cash position, our net asset value ("NAV") and NAV per share decreased 53.4% and 53.7%, respectively, over the 12-month period to 30 September 2022. Given that Starvest's market capitalisation decreased approximately 49%, the discount to NAV narrowed to 29% compared to 34% a year ago.

Transactions

During the year the Company did not raise capital through placing or subscription. 

The Company disposed of its full holdings in Minera IRL during the year, along with a small portion of its positions in Greatland Gold (3.8m shares at an average price of 12.83p per share) and Ariana Resources (2.2m shares at an average price of 4.25p per share).

Trading portfolio valuation

Although gold prices declined slightly (~5%) year on year, this change masked greater volatility during the 12-month period. The Company's Net Asset Value decreased approximately 53% during the year to 30 September 2022 to £6.6m and the Company made a loss before tax of £7,540,842 compared with a loss before tax of £3,861,014 in 2021.

However, we are pleased that the Company traded at an improved discount to its NAV of 29% compared to 34% the previous year.

As part of routine operations, the Board regularly reviews its portfolio positions and may make adjustments to its holdings to take advantage of what it believes to be temporary weakness in prices for precious metals. Alternatively, the Board may consider strategic opportunities to better align the Company's stock price with what it regards as the intrinsic value of the Company's portfolio.

Given the availability of actual trading prices for many of our portfolio assets, we value our holdings using closing market quotes for the periods shown.

In addition, the Company believes it has a strong financial position as it has no outstanding debt and is well-positioned to benefit from further strength in the natural resources sector through its exposure to early-stage precious metal producers. We believe that worldwide economic growth and increasingly affluent consumers will fuel demand for motor cars, air conditioning, consumer goods, computers, together with materials required in switching to 'greener' technologies and other items that require the development and exploitation of natural resources in order both to produce and power.

Company statistics

The Company considers the following statistics to be its Key Performance Indicators (KPIs) and is satisfied with the results achieved in the year given the uncertain market conditions.

	30 September 2022 at Closing values	30 September 2021 at Closing values	Change %
· Trading portfolio value	£6.2 m	£14.0 m	-55.7%
· Company net asset value	£6.6 m	£14.1 m	-53.2%
· Net asset value per share	11.3 p	24.4 p	-53.7%
· Closing share price	8.0 p	16.0 p	-50%
· Share price discount to net asset value	29%	34%	5 percentage points
· Market capitalisation	£4.7 m	£9.3 m	-49.5%

Since the fiscal year end, values have improved. As at the close of business on 31 December 2022 the Company's Net Asset Value was £7.1m.

Review of the current market

Global markets and gold prices fluctuated throughout the year; with economies and governments trying to rebalance and adjust to continuing post-pandemic and energy related uncertainties.

The price of gold fluctuated throughout the year with a peak of US$1,998 per troy ounce in March 2022 and a low of US$1,629 in September 2022 but has remained at elevated prices relative to the last decade. Copper, nickel, lead and zinc are all down year on year based on inflation and forecasted recessions.

Overall, investors are demonstrating greater interest in the natural resources sector, as the market looks forward to economic growth, 'green' technology investments, and further government stimulus via major infrastructure projects; long-term natural resources are still vital commodities and demand is forecast to increase.

The current market conditions allow for measured, strategic investment in undervalued, early-stage natural resource projects.

 

Portfolio review

Our primary investments in companies include the following:

Greatland Gold plc ( www.greatlandgold.com )

Greatland Gold plc ("Greatland"), an AIM-listed exploration company, represents by far the largest part of the Company's portfolio and holds six exploration projects, four in Western Australia and two in Tasmania. Greatland also has farm-in and joint venture agreements in place with its major partner, Newcrest Mining Ltd.

The company, in conjunction with Newcrest, has continued to report excellent drilling results from the Havieron project and increased its Initial Inferred Mineral Resource estimate, independently of Newcrest, from 4.2Moz AuEq to 6.5Moz AuEq in March 2022. The increased estimate was ratified in August 2022 when Newcrest released its own resource upgrade. Neither resource takes into account drilling carried out after February 2022, which could yield a significant increase in resource if included. Drilling to date has not yet closed off the deposit, with Havieron remaining open at depth and in multiple directions, allowing for significant resource growth in the future.

In addition, Greatland took several corporate and financial actions this year. Newcrest boosted its stake in Havieron to 70% but declined to exercise an option to acquire an additional 5% of the project. Greatland subsequently raised US$35m in an over-subscribed placing and is well-funded to continue exploration and funding its part of the Havieron development. In September 2022, the company announced that two former Fortescue Metals Group executives would join the board in January 2023 and also added a former BHP executive, all of whom add a new dynamic to Greatland's leadership team and are able to take the company forward as a significant mid-tier developer in the near term. Around the same time, the company entered into a significant finance agreement, with a bank debt facility of A$200m committed through a syndicate of leading international banks and secured a strategic equity investment of up to A$120m from Wyloo Metals, which will fund Greatland fully through to production. 

Significant activities since year end: Greatland announced that drilling permits have been granted on the Ernest Giles licence. Havieron drilling updates continue to confirm the potential to greatly expand the size of this deposit with high-grade extensions to mineralisation in the Eastern Breccia, South East Crescent Zone and Northern Breccia. The mine decline is at over 900m development length and now in more competent rock. The feasibility study is due during 2023 and will likely include more up to date drilling data once completed thus further de-risking the project.

Greatland entered into an option agreement to sell its two Tasmania exploration licences to Flynn Gold for an initial purchase price of A$200,000 with deferred consideration and a royalty equal to 1% net smelter returns from any future production.

Ariana Resources plc ( www.arianaresources.com )

Ariana Resources PLC ("Ariana") is a United Kingdom-based company engaged in the exploration, development and mining of epithermal gold-silver and porphyry copper-gold deposits in Turkey and exploration in Cyprus and south-east Europe along with investments in other projects through its metals development fund, Asgard Metals.

During the year Ariana reported revenue of US$177m at Zenit Madencilik, its investee company, from continued successful production at the Kilitepe mine. Through the first half of 2022, with production of 13,378 oz Au, it was on track to exceed the company's annual guidance of 25,000 oz for the fifth year running. The company reported that this will allow them to sustain its business, enable growth and maintain its dividend rate. For the six months to June 2022 (the latest published but unaudited accounts), Ariana earned £2.5m in profits before tax.

Elsewhere in Turkey Ariana received a positive Environmental Impact Assessment at its Tavsan project which they are working to develop as its second gold mine, with a targeted annual production rate of approximately 30,000 oz Au. Construction of the mine is underway and scheduled for completion in H2 2023.

The Salinbas project has an inferred resource of 1.5Moz Au and the company is drilling at the Artvin gold project to develop an understanding of that area.

In Cyprus, Ariana holds a 50% stake in Venus Minerals and the associated joint venture development of the permitted Apliki coper-gold mine. Venus Minerals are planning a London listing on AIM. Ariana has a 75% stake in West Tethyan Resources (WTR), who have a focus on southeastern Europe and are developing licences primarily in Kosovo. During the year a strategic agreement was signed with Newmont who will invest US$2.5m to develop an Exploration Alliance Agreement via WTR focusing on copper and gold in Bosnia and Herzegovina, Bulgaria, Greece, Kosovo, North Macedonia and Serbia running for an initial five-year term.

Ariana's Asgard Metals fund has made investments in Australia-focused Panther Metals, Kazakhstan-focused Pallas Resources and Indochina-focused Annamite Resources.

Significant activities since year end: Ariana Resources reported that gold production at the Kiziltepe mine was in line with guidance and drilling was completed which was testing extensions of the vein system near mine.

Geophysical programmes are also underway to further aid near mine exploration. Construction of a second mine at Tavsan is underway and the company has released an increase in JORC compliant resource for the Tavsan project of 6.6Mt at 1.44g/t Au and 5.6g/t Ag for 307,000oz Au and 1.1M oz Ag, a 22% increase on the previous resource.

Alba Mineral Resources plc ( www.albamineralresources.com )

Alba Mineral Resource is a diversified mineral exploration company focused on oil and gas, gold and base metals with holdings in UK (oil and gas, gold) and Ireland (base metals).

The company focused activities on its UK gold projects during the year, acquiring 100% of the Clogau property, continuing with drill programmes at the historical mine site and also testing material from a waste tip on site at Clogau in a pilot plant. The company's application to dewater the Llechfraith Shaft was rejected by Natural Resources Wales but Alba have submitted additional supporting data and analysis and have extended the programme of ecological and species surveys. Regional exploration, with a view to near-mine resource expansion, is also continuing, with an application for an unmanned aeromagnetic survey following up on geochemical surveys carried out in 2019.

The Company's UK oil and gas investments at Horse Hill, where they hold a 11.8% stake, remains ongoing with production licences moving through legal channels and a Production Permit granted by the Environment Agency in May 2022. 

The Company's Irish base metal licences have been extended through to May 2024, where they have three principal target areas for follow-up drilling.

Alba holds a 54% majority interest in AIM-listed GreenRoc Mining plc, which the company spun out in September 2021. GreenRoc hold licences for graphite, black sands iron and multi-elements in Greenland and announced a maiden JORC resource at its Amitsoq graphite deposit in March 2022 of 8.28Mt at 19.8% graphitic carbon. A revised resource at the Thule Black Sands now stands at 19Mt at 8.9% in-situ ilmenite.

With a reported £2 million in cash at its interim report at the end of May 2022 the company is well-funded to move forward this year.

Significant activities since year end: The company spun out GreenRoc to advance its Greenland graphite project. Metallurgical test work showed that the material could potentially be used in the electric vehicle battery market. In addition, the company appointed an adviser to assist in processing, sales and marketing going forward. On its own projects, primarily the Clogau gold project in Wales, the company has appointed a gold supply chain expert and completed a £0.5m placing in November.

Cora Gold Limited ( www.coragold.com )

The company's exploration and development activities have continued in Mali on its flagship Sanankoro project. The company completed a drill programme converting additional ounces from the inferred to indicated category, increasing the total Mineral Resource Estimate by 14% and the oxide Indicated Minerals Resource by 22% in July 2022. Sanankoro comprises 24.9Mt of material grading at 1.15g/t Au of which 16.1Mt are indicated and 8.7Mt are inferred for a total 920koz Au.

Drilling also identified two new mineralised areas in close proximity to the existing resource at Sanankoro and the company carried out field work on a number of its other permits in southern Mali. The ongoing feasibility study for Sanankoro is due to be completed by Q4 2022.

With $2m in cash reported at the end of June 2022 in its unaudited interim report and funding agreements in place, the company is a good position to move forward with mine development over the next year.

Significant activities since year end: Cora announced in mid-October 2022 that it had been granted the Environmental Permit for mining at its flagship Sanankoro project. The project's JORC Exploration Target was released in late November and contain between 26 and 35.2Mt Au with grades between 0.58 and 1.21g/t Au for potentially 490-1,370k oz Au. This is in addition to the indicated and inferred mineral resource of 24.9Mt at 1.15g/t Au for 920koz. The Exploration Target consists of 90% oxide and transitional material.

The company released a maiden reserve and definitive feasibility study in late November. Figures were based on a gold price of $1,650/oz Au providing 10.1Mt at 1.3g/t Au for 422koz Au, with 90% recovery rate.  Optimised DFS economics were based on $1,750/oz Au giving a 6.8 year mine life, 1.2 year payback period, 52.3% IRR, $997/oz AISC, 56,000oz pa average production. $234m free cash flow over life of mine.

Regional exploration has also continued with over 9km of gold structures identified from three separate zones. Grab samples of up to 6g/t Au have been reported and future reconnaissance drilling is planned.

Oracle Power plc ( www.oraclepower.co.uk )

Oracle Power was originally focused on developing and operating a coal mine and a power plant in Pakistan and while those are still progressing it has recently diversified into green energy technology and gold projects.

In January 2022, Oracle signed a MoU with Aui Southern Gas Company Ltd, a company listed on the Pakistan Stock Exchange, relating to the buyback and joint development of a synthetic natural gas project using Thar Block VI coal.

In October 2021 the company signed a non-exclusive cooperation agreement with PowerChina International Group to jointly develop a green hydrogen production facility in Pakistan, targeting a 400MW capacity plant. An update in December 2021 stated that a preliminary technical study was completed by PowerChina, establishing key technical and commercial aspects, targeting a 400MW capacity hydrogen plant with planned hydrogen production of 150,000kg per day. Technology suppliers were being sought and negotiations were underway with provincial governments regarding infrastructure. In March 2022 the company entered a joint venture agreement with His Highness Sheikh Ahmed Dalmook Al Maktoum (represented through Kaheel Energy) on the project and established (a joint venture company), Oracle Energy. Oracle raised £800,000 in April 2022 and a further £500,000 in August 2022 toward the project and an MoU was signed with Nuvera Fuel Cells LLC in June 2022 to jointly oversee a pilot hydrogen bus project. Oracle has also entered into an MoU with a hydrogen storage company in China to jointly explore storage and infrastructure development.

In addition to its Pakistan projects, Oracle continued to develop its Australia gold projects with drilling and metallurgical test work on samples from its Western Australia ground.

Significant activities since year end: Oracle has continued to focus on the green hydrogen project in Pakistan. It appointed Thyssenkruoo Uhde to lead a technical and commercial feasibility study for the project and signed a Memorandum of Understanding with Blue Carbon to collaborate on a decarbonisation roadmap.

In addition, it signed a Letter of Intent with TUV SUD to explore green hydrogen and green ammonia certification and leased a land package of 7,000 acres for 30 years in the Thatta district to locate its flagship green hydrogen project.

Kefi Gold and Copper plc ( www.kefi-minerals.com )

Kefi Minerals is an exploration and development company focused on gold and copper deposits in the Arabian-Nubian Shield. Its main projects are Tulu Kapi in Ethiopia and the Jibal Qutmanand Hawiah projects in Saudi Arabia.

Operation on the Tula Kapi Mine in Ethiopia continued throughout the year. The Ministry of Mines completed an audit and endorsed historical project costs incurred through 2020 of circa US$80m which will now be reported to the Ethiopian central bank and allow for development banks to provide funds once the Ethiopian government ratifies this report.

While awaiting regulatory permissions to re-activate exploration for near-mine expansion in Ethiopia, the company has switched its main exploration efforts to Saudi Arabia. The Hawiah VMS Copper-Gold project has a JORC resource of 24.9Mt at 0.9% Cu and 0.62g/t Au. A preliminary feasibility study is due for completion by the end of 2022. Jibal Qutman was enlarged this year with a +500,000oz production plan over ten years with an open pit/carbon-in-leach process. A mining licence and financing is being sought for the project. The company received additional exploration licences to bring its total to nine licences covering over 630km².

Significant activities since year end: The Jibal Qutman licence has been renewed for a five-year term. The company intends to construct a pioneers camp and carry out environmental baseline studies and geotechnical and metallurgical diamond drilling going forward. The feasibility study remains on target for completion in early Q1 2023 with environmental permits targeted for Q1 2023 also. In January 2023 the company announced an increase in resources at the Hawiah project by 16% to 29mt as well as an expanded open pit domain to the project.

Sunrise Resources plc ( www.sunriseresourcesplc.com )

Sunrise Resources hold ground in Nevada (USA) and Australia with commodities including precious and base metals as well as industrial minerals. Its main focus is developing pozzolan-perlite deposits while looking to enter into a JV or sell its other tenements.

Sunrise continued with development of its pozzolan-perlite project with discussions with companies in the cement and concrete industries. As natural pozzolan has a key role in cement decarbonisation strategies towards net-zero CO2 emissions, it may benefit from California state legislation and Implementation Priorities under the Biden administration's $1.2 trillion infrastructure bill.

The company also extended its pozzolan footprint to a new project site at Hazen with due diligence field visits carried out by interested parties and sample testing underway. A permit was obtained during the year to extract 500 tons of sample material for commercial trials.

A new Mining Lease application was submitted on the company's Bakers Gold project in Western Australia to cover high-grade gold mineralisation intersected in a 2021 drill programme, with a highlight of 2m at 14.36g/t Au from 64m downhole. The project is available for sale or JV according to the company's website.

Significant activities since year end: Sunrise announced it has entered into a collaborative arrangement with an existing pozzolan processor for mining and test grinding. It also announced funding of £480,000 through issue of equity with an investment from Towards Net Zero a US based institutional investor focused on the green economy.

The company's Pioche sepiolite project is advancing under its agreement with Tolsa USA Inc with new approvals for trenching on the licence received.

Other investments

The remaining non-core investments are available for sale when the conditions are deemed to be right.  These include Block Energy plc ( www.blockenergy.co.uk ) and Kendrick Resources plc ( www.kendrickresources.com ).  In addition, there are a number of failed or almost failed ventures to which we attribute no value, although we always hope and seek to crystallise value where possible.

 

Strategic report extract

Principal activities and business review

Since the company's inception in 2002, its principal trading activity has been to identify and, where appropriate, support small company new issues, pre-IPO and ongoing fundraising opportunities with a view to realising profit from disposals as the businesses mature in the medium term. The current directors have maintained this strategy of seeking out investment opportunities in small-cap and pre-IPO mining and metals companies.

The Company's investing policy is stated above.

The Company's key performance indicators and developments during the year are given in the Chairman's statement and in the trading portfolio review, all of which form part of the Directors' & Strategic reports.

Finance Review

Over the 12 months to 30 September 2022 the Company recorded a loss before tax of £7,540,842, equating to a loss of 12.96 pence per share with net cash inflow for the year of £327,830. This compares to a loss before tax of £3,861,014 in the previous year that equated to a loss of 6.69 pence per share. The Company's cash deposits stood at £406,106 at the period end.

Key risks and uncertainties

This business carries a high level of risk and uncertainty with commensurately high potential returns. The risk arises from the very nature of early-stage mineral exploration where there can be no certainty of outcome. In addition, often there is a lack of liquidity in the Company's trading portfolio, even for securities quoted on AIM or AQSE, such that the Company may have difficulty in realising the full value in an immediate or forced sale. Accordingly, a commitment is only made after thorough research into both the management and the business of the target, both of which are closely monitored thereafter. Furthermore, the Company limits the total size of any single commitment, both as to the absolute amount and percentage ownership of the target company.

Statement of directors' responsibilities

Directors' responsibilities for the financial statements

The Directors are responsible for preparing the Directors' report, the strategic report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the company for that period. In preparing those financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgments and estimates that are reasonable and prudent;

· state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Company is compliant with AIM Rule 26 regarding the Company's website.

Corporate governance statement

The board of Starvest plc are committed to the principles of good corporate governance and believe in the importance and value of robust corporate governance and in our accountability to our shareholders and stakeholders.

The AIM Rules for companies require AIM companies to apply a recognised corporate governance code. Starvest has chosen to adhere to the Quoted Company Alliance's Corporate Governance Code for Small and Mid-Size Quoted Companies (the "QCA Code").

The Chairman's Statement on Corporate Governance, which is included in the Annual Report and which is also available on the website, provides more details on how the board itself operates as well as the steps taken to ensure that its staff adhere to principles such as compliance with the UK anti-bribery legislation.

 

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2022

	Note	Year ended 30 September 2022	Year ended 30 September 2021
		£	£
Administrative expenses		(305,944)	(290,993)
(Loss)/gain on disposal of financial assets		(53,398)	19,339
Movement in fair value of financial assets through profit or loss	10	(7,234,928)	(3,645,360)
Investment income		53,428	56,000
Operating loss	5	(7,540,842)	(3,861,014)
Loss on ordinary activities before tax		(7,540,842)	(3,861,014)
Tax on ordinary activities	7	1,671,086	332,532
Loss for the financial year attributable to Equity holders of the Company		(5,869,756)	(3,528,482)
Earnings per share
Basic	8	(10.09 pence)	(6.11 pence)
Diluted	8	(10.09 pence)	(6.11 pence)

There are no other recognised gains and losses in either year other than the result for the year.

All operations are continuing.

The accompanying accounting policies and notes form an integral part of these financial statements.

STATEMENT OF FINANCIAL POSITION

30 SEPTEMBER 2022

	Note	Year ended 30 September 2022	Year ended 30 September 2021
		£	£
Non-current assets
Financial assets at fair value through profit or loss	10	6,156,173	14,038,887
Total non-current assets		6,156,173	14,038,887
Current assets
Trade and other receivables	9	77,424	63,539
Cash and cash equivalents		406,106	78,276
Total current assets		483,530	141,815
Current liabilities
Trade and other payables	11	(41,776)	(85,627)
Total current liabilities		(41,776)	(85,627)
Non-current liabilities
Provision for deferred tax	7	-	(1,671,086)
Total non-current liabilities		-	(1,671,086)
Net assets		6,597,927	12,423,989
Capital and reserves
Called up share capital	12	582,824	579,820
Share premium account		1,888,863	1,848,173
Retained earnings		4,126,240	9,995,996
Total equity shareholders' funds		6,597,927	12,423,989

These financial statements were approved and authorised for issue by the Board of Directors on 7 February 2023.

Signed on behalf of the Board of Directors

Mark Badros  Gemma M Cryan

Chief Executive Officer  Executive Director

Company No. 03981468

The accompanying accounting policies and notes form an integral part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2022

	Share capital	Share premium	Retained earnings	Total Equity attributable to shareholders
	£	£	£	£
At 1 October 2020	575,740	1,779,414	13,524,478	15,879,632
Loss for the period	-	-	(3,528,482)	(3,528,482)
Total comprehensive income	-	-	(3,528,482)	(3,528,482)
Shares issued	4,080	68,759	-	72,839
Total contributions by and distributions to owners	4,080	68,759	-	72,839
At 30 September 2021	579,820	1,848,173	9,995,996	12,423,989
Loss for the period	-	-	(5,869,756)	(5,869,756)
Total comprehensive income	-	-	(5,869,756)	(5,869,756)
Shares issued	3,004	40,690	-	43,694
Total contributions by and distributions to owners	3,004	40,690	-	43,694
At 30 September 2022	582,824	1,888,863	4,126,240	6,597,927

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

	Note	30 September 2022	30 September 2021
		£	£
Cash flows from operating activities
Loss before tax		(7,540,842)	(3,861,014)
Shares issued in settlement of salary and fees		43,694	72,839
Movement in fair value of financial assets through profit or loss		7,234,928	3,645,360
Loss/(profit) on sale of financial assets through profit or loss		53,398	(19,339)
Increase in debtors		(13,885)	(32,493)
Decrease in creditors		(43,851)	(7,587)
Net cash used in operating activities		(266,558)	(202,234)
Cash flows from investing activities
Proceeds from sale of financial assets through profit of loss		594,388	160,145
Net cash generated from investing activities		594,388	160,145
Net increase/(decrease) in cash and cash equivalents		327,830	(42,089)
Cash and cash equivalents at beginning of period		78,276	120,365
Cash and cash equivalents at end of year	14	406,106	78,276

The accompanying notes and accounting policies form an integral part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

1.  Company Information

Starvest plc is a Public Limited Company incorporated in England & Wales. The registered office is Salisbury House, London Wall, London, EC2M 5PS. The Company's shares are listed on the AIM market of the London Stock Exchange. These Financial Statements (the "Financial Statements") have been prepared and approved by the Directors on 07 February 2023 and signed on their behalf by Mark Badros and Gemma Cryan.

2.  Basis of Preparation

These financial statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' ('FRS102'), and with the Companies Act 2006. The financial statements have been prepared on the historical cost basis. There are no fair value adjustments other than to the carrying value of the Company's trade investments. The financial statements are presented in pounds sterling, which is also the functional currency of the company.

Going concern

The Company's day to day financing is from its available cash resources and, on occasion, by the part disposal of investments and use of short-term loans.

The Directors are confident that adequate funding can be raised as required to meet the Company's current and future liabilities, which has been confirmed within the cash flow forecast prepared by the Board for the 12 months ending 29 February 2024. In the unlikely event that such finance could not be raised, the Directors could raise sufficient funds by disposal of certain of its current asset trade investments.

As at the date of this report, the Company has no borrowings.

For the reasons outlined above, the Directors are satisfied that the Company will be able to meet its current and future liabilities, and continue trading, for the foreseeable future and, in any event, for a period of not less than twelve months from the date of approving the financial statements. The preparation of the financial statements on a going concern basis is therefore considered to remain appropriate.

3.  Principal Accounting Policies

Administrative expenses

All administrative expenses are stated inclusive of VAT, where applicable, as the company is not eligible to reclaim VAT incurred on its costs.

Taxation

Corporation tax payable is provided on taxable profits at the current rates enacted or substantially enacted at the balance sheet date.

Under FRS102, investments are valued on a mark-to-market basis using publicly quoted trading prices at year end irrespective of whether they are classified as fixed or current assets.  However, pursuant to Part 3, Chapter 3, Corporation Tax Act 2009, any increase in the value of a current asset is recognised as a trading profit and immediately subject to Corporation Tax when a company is classified as a trading company under HMRC rules and regulations, whereas an increase in the value of a fixed asset is not subject to taxation until the asset is disposed of when a company is classified as an investment company. Reported profit under UK GAAP is unaffected.  

Historically, the Company's previous board had filed as a trading company and described its investment portfolio as a current asset. Following a comprehensive review of various factors related to the Company's investment portfolio and strategy, including, among others, the frequency, timing, liquidity, trading activities, development stage and investment horizon of such investments individually and the portfolio as a whole, the Company's current board have determined the Company is appropriately classified as an investment company, and the investment portfolio is properly accounted for among the Company's fixed assets. The Board do not consider this to be a change in accounting policy; rather, it is a correction in presentation to reflect more accurately the factual position.   

 

Deferred tax

Deferred tax is provided on an undiscounted full provision basis on all timing differences which have arisen but not reversed at the balance sheet date using rates of tax enacted or substantively enacted at the balance sheet date.

Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits and are recognised within debtors. The deferred tax assets and liabilities all relate to the same legal entity and being due to or from the same tax authority are offset on the balance sheet.

FRS 102 requires that investments are valued each year on the mark-to-market basis and the revaluation differences are reflected in the profit and loss account. However, the tax on any unrealised profit is calculated and shown in the accounts as if the profit had been realised, but there is then an adjustment in the deferred tax to move the tax that relates to the unrealised profit to the balance sheet.

Foreign Currencies

Transactions in foreign currencies are recorded at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in a foreign currency are translated into the functional currency at the exchange rate ruling at the reporting date, unless specifically covered by foreign exchange contracts whereupon the contract rate is used.

Investments

Current investments are stated at mid-market publicly quoted prices.

Investments in unlisted company shares are remeasured to available market values, or Directors' valuations at each balance sheet date.  Gains and losses on remeasurement are recognised in the statement of comprehensive income for the period. As at 30 September 2022 unlisted shares were valued at £nil (2021: £nil).

Investments in listed company shares are remeasured to market value at each balance sheet date under level 1 of the fair value hierachy. Gains and losses on remeasurement are recognised in the statement of comprehensive income for the period.

Dividend income is recognised in the income statement when the right to receive payment is established from investee companies.

Financial instruments:

Trade and other receivables

Trade and other receivables are not interest bearing and are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment.

Cash and cash equivalents

Cash and cash equivalents include cash on hand and deposits held at call with banks.

Trade and other payables

Trade and other payables are not interest bearing and are recognised initially at fair value and subsequently measured at amortised cost.

Financial liabilities

All financial liabilities are recognised initially at fair value and are subsequently measured at amortised cost. There are no financial liabilities classified as being at fair value through the statement of comprehensive income.

Share capital

The Company's ordinary shares are classified as equity.

Share premium

Represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

Retained Earnings

Retained earnings is the cumulative profit or loss that is held or retained and saved for future use as recognised in the statement of comprehensive income.

4.  Segmental Analysis

Segmental information

An operating segment is a distinguishable component of the Company that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Company's chief operating decision maker to make decisions about the allocation of resources and assessment of performance and about which discrete financial information is available.

The Company is to continue to operate as a single UK based segment with a single primary activity to invest in businesses so as to generate a return for the shareholders. No segmental analysis has been disclosed as the Company has no other operating segments. The Directors will review the segmental analysis on a regular basis and update accordingly.

The Company has not generated any revenues from external customers during the period.

5.  Operating Profit/(Loss)

		Year ended 30 September 2022	Year ended 30 September 2021
		£	£
This is stated after charging:
Auditor's remuneration:
- audit services		19,200	18,600
Director's emoluments - note 6		141,321	141,317

There are no employees, other than the Directors of the company (2021: Nil)

6.  Directors' Emoluments

There were no employees during the period apart from the directors. No directors had benefits accruing under money purchase pension schemes.

Year ended 30 September 2022	Salary and Fees £	Pension £	Shares issued in settlement of fees - see note £	Total £
C Baxter	42,250	-	15,000	57,250
G Cryan	46,153	1,321	6,847	57,321
M Badros	29,750	-	-	29,750
	118,153	1,321	21,847	141,321
Year ended 30 September 2021	Salary and Fees £	Pension £	Shares issued in settlement of fees - see note £	Total £
C Baxter	15,000	-	45,000	60,000
G Cryan	25,161	1,317	27,839	54,317
M Badros	27,000	-	-	27,000
	67,161	1,317	72,839	141,317

Amounts paid to third parties and shares issued in settlement of fees

Included in the above are the following amounts paid to third parties:

· In respect Callum Baxter's total remuneration, £15,000 (2021: £45,000) was settled in shares in the Company and at 30 September 2022 £nil (2021: £15,000) of his net salary remained outstanding.

· In respect of Gemma Cryan's total remuneration £6,847 (2021: £27,839) was settled in shares in the Company and at 30 September 2022 £nil (2021: £6,847) of her net salary remained outstanding.  

· In respect of Mark Badros's total remuneration, at 30 September 2022 £nil (2021: £6,750) of his net salary remained outstanding.

7.  Corporation Tax

a) Analysis of credit in the period

	Year ended 30 September	Year ended 30 September
	2022	2021
	£	£
United Kingdom corporation tax at 19% (2021: 19%)	-	-
Deferred taxation at 25% (2021: 25%)	(1,671,086)	(332,532)
	(1,671,086)	(332,532)

b) Factors affecting tax charge for the period

The tax assessed on the profit/(loss) on ordinary activities for the year differs from the standard rate of corporation tax in the UK of 19% (2020: 19%). The differences are explained below:

	Year ended 30 September	Year ended 30 September
	2022	2021
	£	£
Loss on ordinary activities before tax	(7,540,842)	(3,861,014)
Loss multiplied by standard rate of tax at 19% (2021: 19%)	(1,432,760)	(733,593)
Effects of:
Utilised against carried forward losses	-	-
Losses carried forward not recognised as deferred tax assets	1,432,760	733,593
Deferred tax credit	(1,671,086)	(332,532)
	(1,671,086)	(332,532)

c) Deferred tax

Deferred tax liability b/fwd at 30 September 2021 and 2020	1,671,086		2,003,618
Credit for the year	(1,671,086)		(332,532)
Deferred tax liability c/fwd at 30 September 2022 and 2021	-		1,671,086
Capital losses b/fwd at 30 September 2021 and 2020		(3,515,024)		(3,548,493)
Current year capital losses		191,959		33,469
Capital losses c/fwd at 30 September 2022 and 2021		(3,323,065)		(3,515,024)
Excess management expenses b/fwd at 30 September		(2,249,467)		(1,655,253)
Current year excess management expenses		(305,944)		(290,993)
Adjustments in respect of prior periods		-		(303,221)
Excess management expenses c/fwd at 30 September		(2,555,411)		(2,249,467)
Total losses		(5,878,476)		(5,764,491)
Profits b/fwd		6,684,345		10,545,359
Current year pre-tax loss		(7,540,842)		(3,861,014)
Profit attributable to deferred tax		-		6,684,345
Deferred tax at 25% (2021:25%)		-		1,671,086

A deferred tax liability provision of £1,671,086 has been released during the year (2021: £332,532) on the future tax payable on profits, on disposal of investments.

The Company has not recognised a deferred tax asset due to the inherent uncertainty that future investment gains will offset such a tax asset.

In May 2021, the UK Government enacted a budget that increased the corporation tax rate to 25% from the current rate of 19%. The deferred tax liabilities in these accounts have been adjusted to reflect these enacted tax rates.

8.  Earnings Per Share

The basic earnings per share is derived by dividing the profit for the year attributable to ordinary shareholders by the weighted average number of shares in issue.

	Year ended 30 September 2022 £	Year ended 30 September 2021 £
(Loss) for the year	(5,869,756)	(3,528,482)
Weighted average number of Ordinary shares of £0.01 in issue	58,181,646	57,755,713
(Loss) per share - basic and diluted	(10.09 pence)	(6.11 pence)

There are no potential dilutive shares in issue.

9.  Trade and Other Receivables

	Year ended 30 September 2022 £	Year ended 30 September 2021 £
Prepayments	49,904	61,548
Funds held on account	3,720	1,991
Dividends receivable	23,800	-
	77,424	63,539

Short term loans to related parties

· At 30 September 2022 loans to Equity Resources Ltd ("EQR"), an associate of the company, totalling £20,000 (2021: £20,000) remain unpaid. The purpose of the loans was to assist EQR meet its necessary operational costs during a period when it seemed inappropriate that EQR should realise cash from its investments. The advances were made prior to appointment of the current board and approved by former directors at 0% interest with no formal agreement as to repayment date. The Company holds 28.41% of the equity in EQR. The Company has made a full provision for these loans, totalling £20,000.

10.  Financial assets at fair value through profit or loss

Listed equity securities	30 September 2022 £	30 September 2021 £
Fair value of investments at 1 October	14,038,887	17,825,053
Additions	-	-
Disposals	(647,786)	(140,806)
Fair value (loss) on financial assets through profit or loss	(7,234,928)	(3,645,360)
Fair value at 30 September	6,156,173	14,038,887
The fair value carrying values of the investments above were as follows:
Quoted on AIM	6,156,173	14,029,001
Quoted on foreign stock exchanges	-	9,886
	6,156,173	14,038,887

The Company has holdings in the companies described in the review of portfolio above.  Of these, the Company has holdings amounting to 20% or more of the issued share capital of the following companies:

Name	Country of incorporation	Class of shares held	Percentage of issued capital	(Loss) for the last financial year	Capital and reserves at last balance sheet date	Accounting year end
Equity Resources Limited - see note [1]	England & Wales	Ordinary	28.41%	(£2,181)	(£39,918)	31 May 2022

Note [1]: Equity Resources Limited is considered to be an associated undertaking. Equity accounting has not been used as Equity Resources Limited has a written down value of £nil.

The Company's share of the net liabilities of its Associates at 30 September 2022 is £11,341. The share of gross assets has been derived from the latest available financial information in respect of the Associates. The company's share of the items making up the profit and loss account and cash flow statements of its Associates has not been disclosed as the numbers are not considered material.

11.  Trade and Other Payables: Amounts falling due within one year

	30 September 2022	30 September 2021
Trade creditors	19,792	33,143
Accruals	21,470	21,633
Employment and social security costs	514	30,841
Other payables	-	10
	41,776	85,627

12.  Share Capital

The called up share capital of the Company was as follows:

Called up, allotted, issued and fully paid
	Number of Shares	£
As at 30 September 2020	57,573,986	575,740
Issued 2 June 2021 in lieu of fees at 18.5p	275,635	50,992
Issued 27 July 2021 in lieu of fees at 16.5p	132,410	21,847
As at 30 September 2021	57,982,031	648,579
Issued 16 November 2021 in lieu of fees at 16.5p	132,407	21,847
Issued 7 April 2022 in lieu of fees at 13p	168,055	21,847
As at 30 September 2022	58,282,493	692,273

Share Warrants

The Company currently has no unexercised warrants in issue.

13.    Share options

During the year ended 30 September 2022 no new options were granted and the Company currently has no unexercised options in issue.

14.  Cash and Cash Equivalents

	Year ended 30 September 2021 £	Cash flow £	Year ended 30 September 2022 £
Cash at bank	78,276	327,830	406,106
Net cash and cash equivalents	78,276	327,830	406,106

15.  Capital Commitments  
As at 30 September 2022 and 30 September 2021, the Company had no commitments other than for expenses incurred in the normal course of business.

16.  Contingent Liabilities  
There were no contingent liabilities at 30 September 2022 (2021: £nil).

17.  Related Party Transactions

During the year Greatland Gold plc, a company which Callum Baxter was formerly a director of, provided shared office space to the Company. At the year end there was £950 payable to Greatland Gold plc for October 2022 rent (2021: £1,908). This amount was settled in full on 27 October 2022.

There were no other related party transactions during the year other than those disclosed in notes 6 and 9.

The key management of the Company are considered to be the Directors, the compensation for whom was £141,321 (2021: £141,317). Refer to note 6 for more information.

18.  Financial Instruments

The Company's financial instruments comprise investments, cash at bank and various items such as other debtors, loans and creditors. The Company has not entered into derivative transactions nor does it trade financial instruments as a matter of policy.

Credit Risk

The Company's credit risk arises primarily from short term loans to related parties and the risk the counterparty fails to discharge its obligations. At 30 September 2022 there were no loans outstanding (2021: £nil).

Liquidity Risk

Liquidity risk arises from the management of cash funds and working capital. The risk is that the Company will fail to meet its financial obligations as they fall due. The Company operates within the constraints of available funds and cash flow projections are produced and regularly reviewed by management.

Interest rate risk profile of financial assets

The only financial assets (other than short term debtors) are cash at bank and in hand, which comprises money at call. The interest earned in the year was negligible. The Directors believe the fair value of the financial instruments is not materially different to the book value.

Foreign currency risk

The Company has no material exposure to foreign currency fluctuations.

Market risk

The Company is exposed to market risk in that the value of its investments would be expected to vary depending on trading activity of its shares.

Categories of financial instruments

	Year ended 30 September 2022	Year ended 30 September 2021
	£	£
Financial assets
Trade investments at fair value through profit and loss	6,156,173	14,038,887
Dividends receivable at amortised cost	23,800
Cash and cash equivalents at amortised cost	406,106	78,276
Investment funds held on account at amortised cost	3,720	1,991
	6,589,799	14,119,154
Financial liabilities at amortised cost
Accruals and payables	41,776	83,640
	41,776	83,640

19.  Capital Management

The Company's objective when managing capital is to safeguard the entity's ability to continue as a going concern and develop its investment activities to provide returns for shareholders. The Company's funding comprises equity and debt. The directors consider the Company's capital and reserves to be adequate. When considering the future capital requirements of the Company and the potential to fund specific investment activities, the directors consider the risk characteristics of all of the underlying assets in assessing the optimal capital structure.

20.  Events After the End of the Reporting Period

There are no events after the end of the reporting period to disclose.

21.  Ultimate controlling party

There is no ultimate controlling party.

Copies of the annual report and financial statements are being posted to Shareholders shortly and will be available for a period of one month thereafter from the Company's registered office:  Salisbury House, London Wall, London EC2M 5PS or by email at  [e-mail]

Alternatively, from 8 February 2023 the report may be downloaded from the Company's website at www.starvest.co.uk

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Enquiries to:

Starvest PLC

Mark Badros or Gemma Cryan  02077 696 876  [e-mail]

Grant Thornton UK LLP (Nomad)

Colin Aaronson, Harrison Clarke or Ciara Donnelly  02073 835 100

SI Capital Ltd (Broker)

Nick Emerson or Sam Lomanto  01483 413 500 

 

END

 

 

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