21 July 2020
EUROCANN
INTERNATIONAL PLC
(the “Company” or “Eurocann”)
Final Results for
the Year Ended 30 November 2019
Eurocann International plc, the AQSE Growth Market Company is
pleased to announce its audited results for the year ended
30 November 2019.
Director Statement
The 2019 financial year proved to be a transformative period for
the Company, culminating at the General Meeting of 21 June where
shareholders voted to approve a restructuring and refinancing of
the business. Concurrently the name of the Company was changed to
Eurocann International plc, and two new directors, Burns Singh
Tennent-Bhohi and Jeremy Ross, both
joined the board, whilst £262,742 was raised before expenses.
At the General Meeting, shareholders also approved a change in
the Company’s strategy, from being a generic investment company to
having a more specific focus on the burgeoning medicinal cannabis
sector. Since the General Meeting we have conducted due diligence
on certain businesses that we have had the opportunity to either
acquire outright or to invest in. However, we have not felt that
any opportunity met our criteria to move forward with, and as such
we have refrained from making any new investments in the medicinal
cannabis sector to date.
One of the challenges faced by would-be investors in hot sectors
such as medicinal cannabis has been, is determining what might be
fair value for such investments. So frequently throughout history
hot new assets and industries have overshot fair value, a result of
a range of factors such as the greater fool theory, a
misunderstanding as to the likely demand and thereby growth of such
investments and industries, and the emotional state of greed. As
Mark Twain reputedly said, “history doesn’t repeat itself, but it
often rhymes”, and we have seen time and again, throughout history,
instances where irrational exuberance has occurred, such as
tulipomania, the South Sea bubble, the dot-com bubble, and, more
recently, the cryptocurrency bubble.
To a degree, the medicinal cannabis industry has experienced its
fair share of irrational exuberance, which has taken the prices of
assets and companies to trade at levels well in excess of their
fair value. This is supported when looking at the EQM Global
Cannabis Index, which had an index value of 113 at the start of
2018, and which bottomed most recently, in March 2020, at 17.25.
A further, but imperative, consideration when assessing
investments in the medicinal cannabis sector is that of dosage.
Revisiting the statement I made in the August 2019 interim results for the Company, I
wrote:
“It was only in the 1990’s when scientists recognised that the
human body has its own endocannabinoid system, which genetically
dates back over 600 million years. Currently there are understood
to be two primary types of endocannabinoid receptor, namely CB1 and
CB2, of which both are found throughout the body.
The human body produces two cannabinoids, anandamide and
2-arachidonoylglycero (2-AG), which share a similar structure to
the phytocannabinoids found in marijuana and hemp. These
cannabinoids produced by the body correspond and help regulate our
organs and nervous systems, and if our bodies produce insufficient
amounts of these cannabinoids then a number of health-related
issues can arise, such as inflammation and inflammatory conditions,
insomnia, stress and anxiety, bone health, ocular health, and
neurological conditions.
There are currently understood to be at least 113 different
phytocannabinoids isolated from cannabis, of which
tetrahydrocannabinol (THC) is the most widely recognised, due
primarily to its psychoactive properties. However, for medicinal
purposes, cannabidiol (CBD) has garnered wide attention and is
being increasingly used for pain relief and for its
anti-inflammatory benefits to human health.
However, CBD itself does not attach to either of the body’s two
endocannabinoid receptors, but it does support the CB1 receptor by
prohibiting the breakdown of the body’s anandamide, thereby
increasing the bioavailability to attach to the CB1 receptor. This
is one example of where looking at the full spectrum of
phytocannabinoids could be sensible so as to give greater benefits
to human health through also targeting the CB2 receptor, rather
than focussing on just one phytocannabinoid to aid the CB1 receptor
like CBD.”
Whilst we have a growing understanding of the body’s
endocannabinoid system, there are two issues that as investors we
must consider when looking at how this industry might evolve.
Firstly, is the consumption of phytocannabinoid infused consumables
and other nutraceuticals here to stay, or is it just the latest fad
amongst the health conscious, and secondly, what is the optimal
dosage of phytocannabinoids, such as CBD, that is required in order
to have a beneficial impact to the individual?
Currently, best practice suggests starting with a microdose and
gradually increasing consumption until a dosage is found that
improves an individual’s symptoms, whilst not intensifying any
unwanted side-effects. However, if science emerges that supports
the notion that the consumption of phytocannabinoid infused
consumables and related nutraceuticals serve no discernible benefit
to healthy individuals with a perfectly functioning endocannabinoid
system under the age of 50, for example, how might this impact the
evolution of the sector?
In the passage of time, might medicinal cannabis be recognised
as only being necessary for those individuals whose endocannabinoid
systems would benefit from supplementation, such as older people
and those with a pre-existing morbidity? In time, healthy
individuals might shun the consumption of medicinal cannabis in
favour of products that might offer, for example, a potential
extension to their lifespan, of which such consumables are on the
horizon.
Such unknowns and the relative infancy and understanding of the
market naturally make us proceed with caution when assessing
opportunities. Ultimately our objective as a board is to maximise
shareholder returns as optimally as we can.
Therefore, to this end, I am pleased to report that we have not
sat idle on the funds secured from investors following the General
Meeting in June 2019, and we have
deployed an element of the capital in opportunities that we feel
offer meaningful near-term returns, which we look forward to
providing material details and updates on in the near future.
FINANCIALS
The financial results for the 12-month period to 30 November 2019 show a loss after taxation of
£448,183 (2018: £127,380). The basic loss per share was 0.02p
(2018: 0.02p).
The directors do not recommend the payment of a dividend for the
period.
MATERIAL UNCERTAINTY RELATING TO GOING CONCERN
The auditor drew attention to note 1 in the financial
statements, which indicates that the Company will need to raise
additional funds to continue to meet ongoing operational costs for
the next 12 months. Whilst the directors expect to meet funding
requirements based upon the current economic environment there
exists a material uncertainty which may cast significant doubt as
to whether the Company will be able to raise sufficient funds and
therefore continue as a going concern. Our opinion is not modified
in respect of this matter.
Given the uncertainties noted above the auditor considered going
concern to be a Key Audit Matter. The auditor have assessed the
managements forecasts and underlying assumptions. In doing so they
have considered factors such as historical operating expenditure
and the Company’s ability to raise funding in the near future.
OUTLOOK
In spite of not having concluded a transaction in the medicinal
cannabis sector to date, and adopting a prudent approach in what we
believe has become a cluttered market, reminiscent of various gold
rushes over the course of history, we believe that our approach is
in the best interests of our shareholders and the Company.
We are optimistic as to the future of the Company, and look
forward to outlining details of our plans for the business going
forward in the near future.
Conrad Windham
Executive Director, Eurocann International plc
21 July 2020
The Directors of the Company accept responsibility for the contents
of this announcement.
ENQUIRIES:
Company
Eurocann International plc
Burns Singh Tennent-Bhohi / Conrad
Windham
Telephone: 020 3778 1106
Corporate Adviser
Peterhouse Capital Limited
Guy Miller and Mark Anwyl
Telephone: 020 7220 9796
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2019 |
|
|
|
|
|
2019 |
|
2018 |
|
|
|
|
£ |
|
£ |
|
|
Administrative
expenses |
|
(237,279) |
|
(134,055) |
|
Interest receivable
and similar income |
|
|
4,092 |
|
5,822 |
|
Amounts written off
investments |
|
|
(214,996) |
|
853 |
|
|
|
|
|
|
|
|
Loss before
taxation |
|
(448,183) |
|
(127,380) |
|
Taxation |
|
|
- |
|
- |
|
|
|
|
|
|
|
|
Loss for the
financial year |
|
|
(448,183) |
|
(127,380) |
|
|
|
|
|
|
|
The profit and loss account has been prepared on the basis
that all operations are continuing operations. |
|
|
Basic and diluted
earnings per share |
|
|
(0.02) |
|
(0.02) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE SHEET AS AT 30 NOVEMBER 2019
AS AT 30 NOVEMBER 2019 |
|
|
|
|
|
|
|
|
|
|
2019 |
|
2018 |
|
|
|
£ |
£ |
£ |
£ |
|
|
Fixed
assets |
|
Investments |
|
|
48,778 |
|
141,354 |
|
|
Current
assets |
|
Debtors |
|
13,930 |
|
164,050 |
|
Cash at bank and in
hand |
|
101,448 |
|
40 |
|
|
|
|
|
|
|
|
|
115,378 |
|
164,090 |
|
Creditors: amounts
falling due within one year |
|
|
(55,604) |
|
(73,702) |
|
|
|
|
|
|
|
|
Net
current assets |
59,774 |
|
90,388 |
|
|
|
|
|
|
|
|
Total
assets less current liabilities |
|
108,552 |
|
231,742 |
|
|
|
|
|
|
|
|
Capital and
reserves |
|
Called up share
capital |
|
|
1,210,810 |
|
1,208,059 |
|
Share premium
account |
|
|
1,150,383 |
|
1,067,510 |
|
Other reserves |
|
|
239,369 |
|
- |
|
Profit and loss
reserves |
|
|
(2,492,010) |
|
(2,043,827) |
|
|
|
|
|
|
|
Total
equity |
|
108,552 |
|
231,742 |
|
|
|
|
|
|
|
|
The
financial statements were approved by the board of directors and
authorised for issue on ......................... and are signed on
its behalf by: |
|
|
.............................. |
|
Mr
C Windham |
|
Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2019 |
|
|
|
|
|
|
|
Share capital |
Share premium account |
Other reserves |
Profit and loss reserves |
Total |
|
|
|
£ |
£ |
£ |
£ |
£ |
|
|
Balance at 1
December 2017 |
|
1,158,059 |
1,042,510 |
- |
|
(1,916,447) |
284,122 |
|
|
Year ended 30
November 2018: |
|
Loss and total
comprehensive income for the year |
|
- |
- |
- |
|
(127,380) |
(127,380) |
Issue of share
capital |
|
50,000 |
25,000 |
- |
- |
75,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30
November 2018 |
|
1,208,059 |
1,067,510 |
- |
|
(2,043,827) |
231,742 |
|
|
Year ended 30
November 2019: |
|
Loss and total
comprehensive income for the year |
|
- |
- |
- |
|
(448,183) |
(448,183) |
Issue of share
capital |
|
2,751 |
409,792 |
- |
- |
412,543 |
|
Expenses of share
issue |
|
- |
|
(326,919) |
- |
- |
|
(326,919) |
Issue of share options
/ warrants |
|
- |
- |
239,369 |
- |
239,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at 30 November 2019 |
1,210,810 |
1,150,383 |
239,369 |
|
(2,492,010) |
108,552 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
reserves arises on the issue of share options / warrants. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED
NOVEMBER
FOR THE YEAR ENDED 30 NOVEMBER 2019 |
|
|
|
|
NOVEMBER 2019 |
|
|
|
|
|
2019 |
|
2018 |
|
|
|
£ |
£ |
£ |
£ |
|
|
Cash
flows from operating activities |
|
|
Cash absorbed by
operations |
|
|
(130,836) |
|
(79,911) |
|
Investing
activities |
|
Purchase of fixed
asset investments |
|
(15,000) |
|
(1,822) |
|
Proceeds
on disposal of fixed asset investments |
37,659 |
|
- |
|
Interest
received |
93 |
|
4,000 |
|
Dividends
received |
- |
|
1,822 |
|
|
|
|
|
|
|
|
Net
cash generated from investing activities |
|
22,752 |
|
4,000 |
|
|
Financing activities |
|
Proceeds
from issue of shares and warrants |
209,492 |
|
75,000 |
|
|
|
|
|
|
|
|
Net cash generated
from financing activities |
|
209,492 |
|
75,000 |
|
|
|
|
|
|
|
|
Net
increase/(decrease) in cash and cash equivalents |
|
101,408 |
|
(911) |
|
Cash and
cash equivalents at beginning of year |
|
40 |
|
951 |
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of year |
|
101,448 |
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|