Interim results

File Forge Technology PLC

29 August 2024

 

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014, as retained as part of the law of England and Wales. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

Press Release  29 August 2024

File Forge Technology PLC

("File Forge" or "The Company")

Interim results

File Forge (AQSE: FILE.PL) announces its unaudited financial results for the six months ended 31 May 2024.

Executive Director's Statement Introduction

I am delighted to report the Company's interim set of results for the six months ended 31^st May 2024.

The general crypto market has improved dramatically over the last 12 months and the Directors firmly believe that the focused thesis on FileCoin will prove to be a fruitful one for shareholders.

The company's core thesis is that decentralized storage validators built on File Coin will thrive as AI continues to grow and organizations adopt decentralized, secure and scalable compute environments that are tied to Filecoin's unique Proof of Storage Solution. File Forge aims to build a market-leading position in decentralized and secure self-service Filecoin storage globally.

We look forward to capitalising on these promising long-term trends in this cutting-edge decentralized storage frontier by launching our first validator in the coming months into a strong general crypto market.

 I would also like to take this opportunity to thank all our shareholders for their continued support.

Jonathan Bixby, Executive Director

Principal risks and uncertainties

The directors have assessed the operational environment of the Company and concluded that the principal risks and uncertainties have not materially changed since the most recent annual reporting date.

Responsibility Statement

We confirm that to the best of our knowledge:

·	the Interim Report has been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, as adopted by the EU; and
·	gives a true and fair view of the assets, liabilities, financial position and profit/loss of the Company; and
·	the Interim Report includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the set of interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year.
·	the Interim Report includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the information required on related party transactions.

The Interim Report was approved by the Board of Directors and the above responsibility statement was signed on 28th August 2024.

For further information please contact:

File Forge
Jon Bixby Executive Chairman	via First Sentinel
First Sentinel
Corporate Adviser Brian Stockbridge	[phone]

About File Forge Technology PLC:

Listed on the Aquis Stock Exchange in London, File Forge Technology PLC is an investment vehicle focusing on investing in File tokens (FIL) and developing validator technology to support the FIL ecosystem.

The Company's Directors have an established track record, experience and networks in crypto and technology.

https://www.getfileforge.com/

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 6 MONTH PERIOD ENDING 31 MAY 2024

		Unaudited	Unaudited	Audited
	Period ending 31 May 2024		Period ending 31 May 2023	Year ending 30 November 2023
	Note	£'000	£'000	£'000
Continuing Operations
Administrative expenses		286¹	(313)	(735)
Capital loss on investments		(63)	-	-
Operating profit (loss)		223	(313)	(735)
Finance Income		-	-	-
Profit (Loss) before taxation		223	(313)	(735)
Taxation on loss of ordinary activities		-	-	-
Profit (Loss) for the year from continuing operations		223	(313)	(735)
Other comprehensive income		29	-	(75)
Total comprehensive profit (loss) for the year attributable to shareholders from continuing operations		252	(313)	(810)
Basic & dilutive earnings per share - pence	4	0.08	(0.11)	(0.25)

¹ This includes £360,096 share based payment adjustment following the lapse of warrants in the reported period. Please see note 8 for further details.

The notes on page 8-12 form an integral part of the condensed interim financial statements.

CONDENSED STATEMENT OF FINANCIAL POSITION AS AT 31 MAY 2024

		Unaudited	Unaudited	Audited
		As At 31 May 2024	As At 31 May 2023	As At 30 November 2023
	Note	£'000	£'000	£'000
NON-CURRENT ASSETS
Investments	5	822	921	706
TOTAL NON-CURRENT ASSETS		822	921	706
CURRENT ASSETS
Cash and cash equivalents		112	212	167
Trade and other receivables	6	4	47	10
TOTAL CURRENT ASSETS		116	259	177
TOTAL ASSETS		938	1,180	883
EQUITY
Share capital	9	297	297	297
Share Premium	9	2,810	2,810	2,810
Share Based Payment Reserve	8	215	575	575
Other Reserves		-	2	-
Retained Earnings		(2,833)	(2,588)	(3,085)
TOTAL EQUITY		489	1,096	597
CURRENT LIABILITIES
Trade and other payables	7	449	84	285
TOTAL CURRENT LIABILITIES		449	84	285
TOTAL LIABILITIES		449	84	285
TOTAL EQUITY AND LIABILITIES		938	1,180	883

The notes on page 8-12 form an integral part of the condensed interim financial statements.

The condensed interim financial statements were approved and authorised by the Board of Directors on 28th August 2024 and were signed on its behalf by:

Nicholas Lyth

Director

CONDENSED STATEMENT OF CHANGES IN EQUITY

FOR THE 6 MONTH PERIOD ENDING 31 MAY 2024

	Share Capital £'000	Share Premium £'000	Share based payment reserve £'000	Other Reserves £'000	Retained Earnings £'000	Total Equity £'000
Profit (Loss) for period	-	-	-	-	(314)	(314)
Other comprehensive income	-	-	-	-	-	-
Total comprehensive income for year	-	-	-	-	(314)	(314)
Transactions with owners in own capacity
Ordinary shares issued	-	-	-	-	-	-
Exercised and lapsed warrants	-	-	-	-	-	-
Transactions with owners in own capacity	-	-	-	-	-	-
Balance at 31 May 2023	297	2,810	575	2	(2,589)	1,096
Profit (Loss) for period	-	-	-	-	(496)	(496)
Other comprehensive income	-	-	-	(2)	-	(2)
Total comprehensive income for year	-	-	-	(2)	(496)	(498)
Transactions with owners in own capacity
Ordinary shares issued	-	-	-	-	-	-
Exercised and lapsed warrants	-	-	-	-	-	-
Transactions with owners in own capacity	-	-	-	-	-	-
Balance at 30 November 2023	297	2,810	575	-	(3,085)	597
Profit (Loss) for period	-	-	-	-	252	252
Other comprehensive income	-	-	-	-	-	-
Total comprehensive income for year	-	-	-	-	252	252
Transactions with owners in own capacity
Ordinary shares issued	-	-	-	-	-	-
Advisor warrants issued	-	-	-	-	-	-
Exercised and lapsed warrants	-	-	(360)	-	-	(360)
Transactions with owners in own capacity	-	-	(360)	-	-	(360)
Balance at 31 May 2024	297	2,810	215	-	(2,833)	489

CONDENSED STATEMENT OF CASHFLOWS

FOR THE 6 MONTH PERIOD ENDING 31 MAY 2024

	Unaudited	Unaudited	Audited
6 month period ended 31 May 2024		6 month period ended 31 May 2023	12 month period ended 30 November 2023
Note	£'000	£'000	£'000
Cash flow from operating activities
Cash used by operations	(72)	(233)	(268)
Net cash outflow from operating activities	(72)	(233)	(268)
Cash flows from investing activities
Investments - Additions	(272)	-	-
Investments - Disposals	290	-	-
Net cash flow from investing activities	17	-	-
Cash flows from financing activities
Proceeds from Issue of Shares	-	-	-
Share Issue Costs	-	-	-
Net cash flow from financing activities	-	-	-
Net (decrease) in cash and cash equivalents	(55)	(233)	(268)
Cash and cash equivalents at beginning of the period	167	435	435
Foreign exchange impact on cash	-	-	-
Cash and cash equivalents at end of the period	112	212	167

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

FOR THE 6 MONTH PERIOD ENDING 31 MAY 2024

1              General information

File Forge Technology Plc was incorporated on 1 November 2019 in England and Wales and remains domiciled there with Registered Number 12294271 under the Companies Act 2006. The company was originally incorporated under the name Mena Esports Plc and subsequently changed its name to Clarify Pharma Plc on 4 February 2021 and then to File Forge Technology Plc on 20 May 2024.

The address of its registered office is 9th Floor 16, Great Queen Street, London, England, WC2B5DG.

The principal activity of the company during the period under review was that of investment in File Tokens (FIL) and development of FIL delegation technology.

2              Accounting policies

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

2.1           Basis of preparation

The condensed interim financial statements ("interim financial statements") have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" (IAS 34) as adopted by the European Union (EU). The interim financial statements have been prepared on the historical cost basis, except for assets and liabilities measured at fair value through profit and loss, and are presented in pounds sterling (£). All amounts have been rounded to the nearest pound, unless otherwise stated.

The interim financial statements have not been audited. The interim financial statements do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The figures have been prepared using applicable accounting policies and practices consistent with those adopted in the audited annual financial statements ("annual financial statements") for the year ended 30 November 2023.

The interim financial statements are for the six months to 31 May 2024, being six months from the financial year end for the Company being 30 November 2023. The interim financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company's annual financial statements for the period ended 30 November 2023. The Company has disclosed comparative data for the period from 1 December 2023 to 31 May 2024 as required for disclosure by accounting standards as well audited figures from the annual financial statements.

The functional currency for the Company is determined as the currency of the primary economic environment in which it operates. Both the function and presentational currency of the Company Pounds Sterling (£).

The business is not considered to be seasonal in nature.

New standards, amendments and interpretations adopted by the Company

During the current period the Company adopted all the new and revised standards, amendments and interpretations that are relevant to its operations and are effective for accounting periods beginning on 1 December 2023. This adoption did not have a material effect on the accounting policies of the Company.

New standards, amendments and interpretations not yet adopted by the Company

The standards and interpretations that are relevant to the Company, issued, but not yet effective, up to the date of these interim financial statements have been evaluated by the directors and they do not consider that there will be a material impact of transition on the financial statements.

2.2          Going concern

The directors have assessed the Company's ability to adopt the going concern basis of accounting and consider the adoption to be appropriate in the preparation of the interim financial statements. As the Company exists currently it has limited operations. As a result of these limited operations the Company's monthly cash burn in the 6 month period to May 2024 was around £10,000/month. At period end the Company had cash and FIL tokens which can readily be converted into cash of £384,000 which at current cash burn rate is more than sufficient to last for at least 12 months and supports the adoption of the going concern.

2.3           Risks and uncertainties

The principal risks and uncertainties relevant to the Company can be referenced in the strategic report contained within the annual financial statements. In addition to these risks, the Company now has exposure to volatile crypto price movements and this may cause the Company's Net Asset Value to fall significantly.

3             Critical accounting estimates and judgements

In the application of the Company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. 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 areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed below:

Share Based Payments

The Company measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. There have been no dilutive instruments issued in the period and the value remains equal to that in the annual financial statements as at the last reporting period.

Investments

Investments are classified as listed or unlisted. The valuation of listed investments is determined with reference to published share prices. The valuation of unlisted investments is assessed by the directors at each reporting date using any available financial information or reports available to them at that time. The directors' assessment of these valuations is subjective and may therefore impact profit and loss and equity in future period. The directors do not assess that the underlying value of the investments have fluctuated relative to the last reporting date however they have been re-valued to reflect the most recent foreign exchange rate fluctuations.

4              Earnings per share

 

The basic earnings per share is calculated by dividing the profit/(loss) attributable to equity shareholders by the weighted average number of shares in issue.

	Unaudited At 31 May 2024	Unaudited At 31 May 2023	Audited At 30 Nov 2023
Loss for the year from continuing operations (£'000)	252	(313)	(810)
Weighted average number of ordinary shares in issue	297,195,000	297,195,000	297,195,000
Basic and diluted earnings per share for continuing operations (pence)	0.8	(0.11)	(0.25)

 

The Company had in issue 21,187,950 warrants and options at 31 May 2024 (80,897,950 at 31 May 2023). The loss attributable to equity holders and weighted average number of ordinary shares for the purposes of calculating diluted earnings per ordinary share are identical to those used for basic earnings per ordinary share. This is because the exercise of warrants and options would have the effect of reducing the loss per ordinary share and is therefore anti-dilutive.

 

5              Investments

 

	Unlisted Investments £'000	Listed Investments £'000	Cryptocurrency Assets £'000	Total £'000
Opening Balance - 31 May 23	565	356	-	921
Additions	-	-	-	-
Foreign Exchange movement	(11)	(40)	-	(51)
Fair Value Adjustments	-	(164)	-	(164)
Opening Balance - 30 Nov 23	554	152	-	706
Additions	-	-	280	280
Foreign Exchange movement	(4)	-	(8)	(12)
Fair Value Adjustments	-	138	-	138
Capital Loss on Disposal	-	-	-	-
Disposals	-	(290)	-	(290)
Closing Balance - 31 May 24	550	-	272	822

 

 

6              Trade and other receivables

	Unaudited period ended 30 May 2024	Unaudited period ended 30 May 2023	Audited period ended 30 Nov 2023
	£'000	£'000	£'000
Prepayments	6	47	10
Total trade & other receivables	6	47	10

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value

7              Trade and other payables

 

	Unaudited period ended 31 May 2024	Unaudited period ended 31 May 2023	Audited period ended 30 Nov 2023
	£'000	£'000	£'000
Trade creditors	295	69	182
Accruals	154	15	103
Total trade and other payables	449	84	285

The directors consider that the carrying value of trade and other payables is approximately equal to their fair value.

 

8              Share-based payments

The following warrants over ordinary shares have been granted by the Company and are outstanding at 31 May 2024:

Grant date	Number of Warrants	Exercise Price	Expiry date
11 June 2021	6,187,950	£0.025	10 Jun 2026
11 June 2021	10,000,000	£0.01	10 Jun 2024
11 June 2021	5,000,000	£0.025	10 Jun 2024
At 31 May 2024	21,187,950

There were no dilutive instruments issued in the 6 month period ending 31 May 2024.

	Share based payment reserve £'000
Opening Balance - 31 May 23	575
Warrants issued	-
Warrants lapsed	-
Opening Balance - 30 Nov 23	575
Warrants issued	-
Warrants lapsed	(360)¹
Closing Balance - 31 May 24	215

¹20,500,000 warrants, with a fair value of £360,096 at date of grant, lapsed on the 18^th March 2024.

The fair value was subsequently released from the share based payment reserve, resulting in a credit to Administrative Expenses on the Statement of Comprehensive Income. 

The fair value of the share warrant rights granted are valued using the Black-Scholes option pricing model. The option pricing model assumptions can be referenced in the annual financial statements.

9              Share capital and share premium

 

	Ordinary Shares	Share Capital	Share Premium	Total
	#	£'000	£'000	£'000
At 30 November 2023	297,196,000	297	2,810	3,107
At 31 May 2024	297,196,000	297	2,810	3,107

There were no shares issued in the 6 months ending 31 May 2024.

10           Financial commitments & contingent liabilities

There were no capital commitments or contingent liabilities pertaining to the Company at 31 May 2024.

11            Related party transactions

The company made payments to the following companies in relation to directors' fees:

	Period 1 Dec to 31 May 2024 £	Period 1 Dec to 31 May 2023 £	Year ended 30 Nov 2023 £
Toro Consulting Ltd - J Bixby	48,000	48,000	96,000
Dark Peak Services Ltd - NJ Lyth¹	18,000	12,000	36,000
Marallo Holdings Inc - MS Edwards	30,000	30,000	60,000
Patrick McBride	30,000	30,000	60,166
Total related party transactions	126,000	120,000	252,166

¹ At period ending 31 May 2024, there was a total amount of £42,000 of un-invoiced but accrued fees owing to Dark Peak Services Ltd. These accrued fees will not be invoiced and paid unless and until the company's financial position allows.

12            Events subsequent to period end

There were no material events subsequent to period end that require disclosure.

 

END