TIDMRMS

RNS Number : 1815A

Remote Monitored Systems PLC

25 September 2020

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

25 September 2020

Remote Monitored Systems plc ("Remote Monitored Systems", the "Company" or the "Group")

Half Yearly Report to 30 June 2020

Remote Monitored Systems plc, the AIM quoted survey, inspection and monitoring company, is pleased to present its unaudited half yearly report for the six-month period ended 30 June 2020 .

OVERVIEW

-- During the period the Company raised GBP334,000 net of costs through the issue of new shares and warrants

-- The loss after tax from continuing operations for the period was GBP225,224 (30 June 2019: GBP361,906).

   --     The loss per share was 0.041 pence (30 June 2019: loss per share 0.190 pence) 
   --    Current cash reserves of GBP360,201 
   --     Post the period 

o Appointment of John Richardson as Chief Operating Officer and Paul Ryan as Non-Executive Chairman

   o      Completed a share placing to raise gross proceeds of GBP265,000. 

o Entered a binding share purchase agreement for the acquisition of the entire issued share capital of Pharm 2 Farm Limited. Completion is subject to regulatory and Company shareholder approval. The acquisition will be satisfied by the issue of 600,000,000 ordinary shares equating to approximately GBP2,370,000 based on the closing share price at 20 August 2020.

Trevor Brown, CEO of Remote Monitored Systems plc, commented "We have recently announced the conditional acquisition of Pharm 2 Farm in a transaction which if completed will be a major step for RMS. Since we announced the proposed acquisition, the market for Pharm 2 Farm products, in particular for face masks, has continued to grow exponentially. The successful development of a face mask with anti-viral properties will, we believe, generate substantial revenue for the enlarged group. Proof of Concept for the efficacy of the anti-viral mask is imminent and mask production is anticipated to commence in the first quarter of 2021".

A copy of these interim financial statements is available on the Company's website: www.remotemonitoredsystems.com

ENQUIRIES :

 
 Remote Monitored Systems plc 
 Trevor Brown (Executive Director)     +41 7941 55384 
 Paul Ryan (Non-Executive Chairman)    +32 475 754 148 
 
 
   SP Angel Corporate Finance LLP 
 Nominated Adviser and Joint Broker     + 44 20 3470 0470 
 Stuart Gledhill 
 Caroline Rowe 
 
 
   Peterhouse Corporate Finance 
 Joint Broker                          + 44 20 7469 0930 
 Lucy Williams 
 
 

CHAIRMAN'S STATEMENT

GyroMetric

GyroMetric Systems Limited ("GyroMetric"), in which the Company owns a 58% interest, continued to make initial sales in its established marine drives market, both taking and fulfilling orders during the lockdown.

Although sales into new markets have been hindered somewhat by the pandemic, in response to these conditions, GyroMetric has developed remote demonstration and sales tools which are now being rolled out to its many potential customers.

An installation window at Tarmac Limited, a major sustainable manufacturer of cement, has now become available and we anticipate installation of our technology in the near term whereupon a three month trial operation will commence shortly thereafter. Further updates to the market will be made as this proceeds.

GyroMetric recently announced that it has successfully demonstrated proof of concept for a new single sensor torsional vibration monitor ("TVM") and is seeking a commercial manufacturing partner capable of world-wide marketing and sales for this ground-breaking instrument. Gyrometric continues to develop products and is close to reaching a milestone on a product with significant market potential.

Cloudveil

Cloudveil provides Security and Risk Management consultancy, Intelligence Services and Bespoke Management Information Software. Cloudveil has developed a complete security framework including crisis management, which is managed and delivered through IRIS, Cloudveil's existing bespoke Management Information platform. Policy review, procedural growth, strategy development, improved learning methods, effective recruiting and of course technology solutions are all component parts of Cloudveil's highly innovative approach to security risk management.

Cloudveil has recently won a contract to deliver a governance framework for the security programme of a prominent London based law firm and is now bidding to provide a security testing programme to one of the largest public sector institutions in the UK financial services sector.

The Board continues to expect significant success at Cloudveil once it achieves some scale and establishes itself as a leading brand in the high-end and bespoke security services market.

Pharm 2 Farm

On 21 August 2020 the Company announced that it has signed a binding share purchase agreement for the acquisition of the entire issued share capital of Pharm 2 Farm Limited. Completion is subject to regulatory and Company shareholder approval which is currently being progressed. The acquisition will be satisfied by the issue of 600,000,000 ordinary shares equating to approximately GBP2,370,000 based on the closing share price at 20 August 2020 . The Board is extremely excited by the prospects for Pharm 2 Farm.

Pharm 2 Farm uses a patented process for producing and functionalising nanoparticles for various applications including human, animal and crop health:

Crop nutrition: Pharm 2 Farm has already received orders from key distributors in the UK and South Korea for its unique crop nutrition products. Pharm 2 Farm is specifically targeting the growing global hydroponics market where its water-soluble nutrients with high bioavailability have a clear competitive advantage. A number of trials are underway to explore further applications of Pharm 2 Farm formulations.

Anti-viral Face Mask: Pharm 2 Farm is developing a nanotechnology enabled anti-viral face mask. Proof of concept and the design of a prototype is currently underway and expected to be completed imminently. Pharm 2 Farm has now purchased a mask manufacturing production line and delivery is expected during November. This production plant can produce monthly, four million nanoparticle coated face masks. The production facility will be UK based. Purchase enquiries have already commenced.

Geocurve

The disposal of the Geocurve business announced in the previous financial years was approved by Shareholders and completed on 9 January 2020.

Financial Overview

During the period, the Group recorded revenues from continuing operations of GBP57,685 compared with GBP17,679 for the six months to 30 June 2019. The operating loss from continuing operations for the six months to 30 June 2020 was GBP250,092 (30 June 2019: GBP380,076). The loss after tax from continuing operations for the period was GBP225,224 (30 June 2019: GBP361,906). The loss per share was 0.041 pence (30 June 2019: loss per share 0.190 pence).

-- Consolidated net assets at 30 June 2020 amounted to GBP131,689 (31 December 2019: deficit GBP19,250).

   --     Cash balances at the period end amounted to GBP254,523 (31 December 2019: GBP74,770). 

-- During the period the Company raised GBP334,000 net of costs through the issue of new shares and warrants.

Acknowledgments

On behalf of the Board, I would like to extend our thanks to our business partners, customers, employees and shareholders for their continued support throughout the period.

Paul Ryan

Non-Executive Chairman

 
 REMOTE MONITORED SYSTEMS PLC 
  CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
 For the six month period ended 30 June 
  2020 
                                                           Unaudited     Unaudited 
                                                            6 months      6 months 
                                                               ended         ended 
                                                             30 June       30 June 
                                                                2020          2019 
                                                                        (restated) 
                                                   Notes         GBP           GBP 
------------------------------------------------  ------  ----------  ------------ 
 Revenue                                                      57,685        17,679 
 Cost of sales                                              (24,750)             - 
------------------------------------------------  ------  ----------  ------------ 
 Gross (loss)/profit                                          32,935        17,679 
 Other operating income                                       10,000             - 
 Administration expenses                                   (267,944)    ( 334,063) 
 Loss on foreign exchange                                   (14,994)           (4) 
 Depreciation                                                (2,789)       (2,251) 
 Impairment and amortisation                                 (7,300)      (61,437) 
 Operating Loss                                            (250,092)    ( 380,076) 
------------------------------------------------  ------  ----------  ------------ 
 Finance income                                                   69             3 
 Finance costs                                               (3,177)         (949) 
 Loss before income tax                                    (253,200)    ( 381,022) 
 Income tax credit                                            27,976        19,116 
------------------------------------------------  ------  ----------  ------------ 
 Loss for the year from continuing operations              (225,224)     (361,906) 
 Loss for the year from discontinued operations             (11,837)     (362,048) 
------------------------------------------------  ------  ----------  ------------ 
 Loss for the year                                         (237,061)     (723,954) 
------------------------------------------------  ------  ----------  ------------ 
 
 Other Comprehensive Income 
 Items that may be subsequently be reclassified 
  to profit or loss: 
 Currency translation differences                                  -       (1,800) 
------------------------------------------------  ------  ----------  ------------ 
 Total comprehensive income for the period, 
  net of tax                                               (237,061)     (725,754) 
------------------------------------------------  ------  ----------  ------------ 
Loss attributable to: 
Equity holders of the parent                               (230,705)       (672,372) 
Non-controlling interests                                    (6,356)        (51,582) 
Total comprehensive income attributable 
 to: 
Equity holders of the parent                               (230,705)       (674,172) 
Non-controlling interests                                    (6,356)        (51,582) 
------------------------------------------------  ------  ----------  -------------- 
 Earnings per ordinary share attributable 
  to owners of the parent during the period 
  (expressed in pence per share)                     5 
 Basic and diluted - continuing operations                   (0.039)       (0.095) 
 Basic and diluted - discontinued operations                 (0.002)       (0.095) 
 Basic and diluted - total                                   (0.041)       (0.190) 
 
 
 
 REMOTE MONITORED SYSTEMS PLC 
  CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
 As at 30 June 2020                            Unaudited        Audited       Unaudited 
                                                 30 June    31 December         30 June 
                                                    2020           2019            2019 
                                                                               Restated 
                                     Note            GBP            GBP             GBP 
----------------------------------  -----  -------------  -------------  -------------- 
 Non-current assets 
 Intangible assets                               371,045        378,345         641,039 
 Property, plant and equipment                     8,190         10,978         511,141 
----------------------------------  -----  -------------  -------------  -------------- 
 Total non-current assets                        379,235        389,323       1,152,180 
----------------------------------  -----  -------------  -------------  -------------- 
 Current Assets 
 Inventories                                      15,017         14,589          10,854 
 Trade and other receivables                      25,360         66,090         210,282 
 Assets classified as held for                         -        160,275               - 
  sale 
 Cash and cash equivalents                       254,523         74,770          17,707 
----------------------------------  -----  -------------  -------------  -------------- 
 Total current assets                            294,900        315,724         238,843 
----------------------------------  -----  -------------  -------------  -------------- 
 TOTAL ASSETS                                    674,135        705,047       1,391,023 
----------------------------------  -----  -------------  -------------  -------------- 
 Equity attributable to owners 
  of the parent 
 Share capital                        3        5,448,924      5,128,124       4,899,438 
 Share premium                                 6,876,182      6,822,694       6,562,937 
 Convertible loan stock                          106,000        103,000               - 
 Other reserves                                (464,441)      (475,153)      ( 298,453) 
 Translation reserve                              92,181         92,181          90,381 
 Retained loss                              (11,872,756)   (11,642,051)   ( 10,920,366) 
----------------------------------  -----  -------------  -------------  -------------- 
 EQUITY ATTRIBUTABLE TO OWNERS 
  OF THE PARENT                                  186,090         28,795         333,937 
----------------------------------  -----  -------------  -------------  -------------- 
 Non-controlling interests                      (54,401)       (48,045)        (29,354) 
----------------------------------  -----  -------------  -------------  -------------- 
 TOTAL EQUITY                                    131,689       (19,250)         304,583 
----------------------------------  -----  -------------  -------------  -------------- 
 Current liabilities 
 Trade and other payables                        477,821        576,597         793,354 
 Lease liabilities                                29,500         29,500          29,500 
 Obligations under finance leases                      -         60,825          72,279 
----------------------------------  -----  -------------  -------------  -------------- 
 Total current liabilities                       507,321        666,922         895,133 
----------------------------------  -----  -------------  -------------  -------------- 
 Non-current liabilities 
 Lease liabilities                                22,125         36,875          51,625 
 Other payables                                        -              -          31,311 
 Provisions                                       13,000         20,500               - 
 Deferred tax liabilities                              -              -         108,371 
----------------------------------  -----  -------------  -------------  -------------- 
 Total non-current liabilities                    35,125         57,375         191,307 
----------------------------------  -----  -------------  -------------  -------------- 
 TOTAL LIABILITIES                               542,446        724,297       1,086,440 
----------------------------------  -----  -------------  -------------  -------------- 
 TOTAL EQUITY AND LIABILITIES                    674,135        705,047       1,391,023 
----------------------------------  -----  -------------  -------------  -------------- 
 
 
 REMOTE MONITORED SYSTEMS PLC 
  CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 
 For the six month period ended 30 June 2020 
                                                          Attributable to owners of the parent 
                                           Convertible                                             Minority 
                       Share       Share          loan       Other   Translation       Retained   Interests 
                     capital     premium         stock    reserves       reserve           Loss                   Total 
                         GBP         GBP           GBP         GBP           GBP            GBP         GBP         GBP 
----------------  ----------  ----------  ------------  ----------  ------------  -------------  ----------  ---------- 
 As at 1 January 
  2019             4,791,746   6,330,629             -   (298,453)        92,181   (10,247,994)      22,228     690,337 
----------------  ----------  ----------  ------------  ----------  ------------  -------------  ----------  ---------- 
 Loss for the 
  period                   -           -             -           -             -      (672,372)    (51,582)   (723,954) 
 Other 
 comprehensive 
 income for the 
 period 
 Currency 
  translation 
  difference               -           -             -           -       (1,800)              -           -     (1,800) 
----------------  ----------  ----------  ------------  ----------  ------------  -------------  ----------  ---------- 
 Total 
  comprehensive 
  income for the 
  period                   -           -             -           -       (1,800)      (672,372)    (51,582)   (725,754) 
----------------  ----------  ----------  ------------  ----------  ------------  -------------  ----------  ---------- 
 Proceeds from 
  shares issued 
  (net of costs)     107,692     232,308             -           -             -              -           -     340,000 
 Transactions 
  with 
  owners, 
  recognised 
  directly in 
  equity             107,692     232,308             -           -             -              -           -     340,000 
----------------  ----------  ----------  ------------  ----------  ------------  -------------  ----------  ---------- 
 As at 30 June 
  2019             4,899,438   6,562,937             -   (298,453)        90,381   (10,920,366)    (29,354)     304,583 
----------------  ----------  ----------  ------------  ----------  ------------  -------------  ----------  ---------- 
 
 As at 1 January 
  2020             5,128,124   6,822,694       103,000   (475,153)        92,181   (11,642,051)    (48,045)    (19,250) 
----------------  ----------  ----------  ------------  ----------  ------------  -------------  ----------  ---------- 
 Loss for the 
  period                   -           -             -           -             -      (230,705)     (6,356)   (237,061) 
 Other                     -           -             -           -             -              -           -           - 
 comprehensive 
 income for the 
 period 
 Total 
  comprehensive 
  income for the 
  period                   -           -             -           -             -      (230,705)     (6,356)   (237,061) 
----------------  ----------  ----------  ------------  ----------  ------------  -------------  ----------  ---------- 
 Proceeds from 
  shares and 
  warrants 
  issued (net of 
  costs)             320,800      53,488             -      10,712             -              -           -     385,000 
 Cumulative 
  interest 
  on loan stock            -           -         3,000           -             -              -           -       3,000 
----------------  ----------  ----------  ------------  ----------  ------------  -------------  ----------  ---------- 
 Transactions 
  with 
  owners, 
  recognised 
  directly in 
  equity             320,800      53,488         3,000      10,712             -              -           -     388,000 
----------------  ----------  ----------  ------------  ----------  ------------  -------------  ----------  ---------- 
 As at 30 June 
  2020             5,448,924   6,876,182       106,000   (464,441)        92,181   (11,872,756)    (54,401)     131,689 
----------------  ----------  ----------  ------------  ----------  ------------  -------------  ----------  ---------- 
 
 
 
 REMOTE MONITORED SYSTEMS PLC 
  CONSOLIDATED STATEMENT OF CASH FLOW 
 For the six month period ended 30 June 201 9 
                                                                    Unaudited 
                                                   Unaudited         6 months 
                                                    6 months            ended 
                                                       ended          30 June 
                                                     30 June            201 9 
                                                        2020       (restated) 
                                            Note         GBP           GBP 
-----------------------------------------  -----  ----------  ------------ 
 Cash Flows from Operating Activities 
 Loss for the period on continuing 
  activities                                       (253,200)     (381,022) 
 Loss for the period from discontinued 
  operations                                        (11,837)     (440,290) 
 Depreciation of property, plant 
  and equipment                                        2,789        67,773 
 Profit on business disposal                6            (1)             - 
 Impairments and amortisation                          7,300       196,478 
 Finance costs                                         3,177         4,031 
 Finance income                                         (69)           (3) 
 Taxation receipts                                    27,976             - 
 (Increase)/decrease in inventories                    (428)         7,236 
 Decrease in trade and other receivables              40,730        45,928 
 (Decrease) in provisions                            (7,500)             - 
 (Decrease)/increase in trade and 
  other payables                                    (47,776)       178,469 
-----------------------------------------  -----  ----------  ------------ 
 Cash used in operations                           (238,839)     (321,400) 
 Interest expense                                      (177)       (4,031) 
-----------------------------------------  -----  ----------  ------------ 
 Net cash used in operating activities             (239,016)     (325,431) 
-----------------------------------------  -----  ----------  ------------ 
 Cash Flows from Investing Activities 
 Purchases of property, plant and 
  equipment                                                -      (15,776) 
 Proceeds from disposal of property, 
  plant and equipment                                160,274        18,667 
 Proceeds from disposal of goodwill                        1             - 
 Interest income                                          69             3 
-----------------------------------------  -----  ----------  ------------ 
 Net cash generated from investing 
  activities                                         160,344         2,894 
-----------------------------------------  -----  ----------  ------------ 
 Cash Flows from Financing Activities 
 (Repayments of)/net proceeds from 
  borrowings                                        (60,825)      (94,387) 
 Repayments of lease liabilities                    (14,750)      (14,750) 
 Issue of shares and warrants, net 
  of issue costs                                     334,000       340,000 
-----------------------------------------  -----  ----------  ------------ 
 Net cash generated from financing 
  activities                                         258,425       230,863 
-----------------------------------------  -----  ----------  ------------ 
 Net increase/(decrease) in cash 
  and cash equivalents                               179,753      (91,674) 
 Cash and cash equivalents at beginning 
  of period                                           74,770       109,381 
-----------------------------------------  -----  ----------  ------------ 
 Cash and cash equivalents at end 
  of period                                          254,523        17,707 
-----------------------------------------  -----  ----------  ------------ 
 
 

NOTES TO THE INTERIM RESULTS:

   1.   General information and accounting policies 

The principal activity of Remote Monitored Systems plc ("the Company") and its subsidiaries (together "the Group") is the provision in the GyroMetric division of next generation digital monitoring and safeguarding technology and services for rotating shafts and in the Cloudveil division of intelligence services and security risk management

The Company is a public limited company, incorporated and domiciled in the United Kingdom, with its shares traded on the London Stock Exchange's AIM. Its registered office is: 27-28 Eastcastle Street, London W1W 8DH.

This announcement is for the unaudited interim results for the period ended 30 June 2020.

The Directors approved these unaudited interim results on25th September 2020.

   2.   Basis of preparation 

The condensed consolidated interim financial information (the "Financial Information") has been prepared in accordance with the requirements of the AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this Financial Information. The Financial Information should be read in conjunction with the annual financial statements for the year ended 31 December 20 19, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. In the opinion of the Directors the Financial Information for the period represents fairly the financial position, results from operations and cash flows for the period in conformity with generally accepted accounting principles consistently applied.

The Financial Information set out above does not constitute statutory accounts within the meaning of the Companies Act 2006. The Financial Information has been prepared on a going concern basis in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the European Union. Statutory financial statements for the period ended 31 December 2019 were approved by the Board of Directors on 27 June 2020 and subsequently delivered to the Registrar of Companies and are also available on the Group's website: www.remotemonitoredsystems.com . The independent auditor's report on those financial statements disclosed a material uncertainty in relation to going concern.

The 2020 Financial Information of the Group has not been audited .

These interim results are presented in Sterling rounded to the nearest pound.

Going concern basis

The interim financial information has been prepared assuming that the Group will continue as a going concern. As at 21 September 2020, the group had cash and cash equivalents totalling GBP360,201.

The operational requirements of the Group comprise of maintaining Head Office operations in the UK alongside its UK divisions. The Directors have reviewed the Group's working capital forecasts and it is likely that its UK divisions will require additional funding to achieve sales growth in those divisions.

The Company's cash reserves of GBP360,201 compare favourably with c.GBP47,000 at the same time in the previous year. The ability of the Company to raise additional funds, if required, is dependent upon investor appetite and, if necessary, the Directors' ability to obtain alternative sources of funding.

The Directors have a reasonable expectation that the Company will be able to raise sufficient funding to allow it to cover its working capital for a period of twelve months from the date of approval of the interim financial information. It is for this reason they continue to adopt the going concern basis of accounting.

Risks and uncertainties

The Board continuously assesses and monitors the key risks facing the business. The key risks that could affect the Group's medium-term performance and the factors that mitigate those risks have not substantially changed from those set out in the Group's 2019 Annual Report and Financial Statements. The Group is exposed to market risks (including foreign exchange risk and price risk), credit risk and to a limited extent, interest rate risk and liquidity risk.

Critical accounting estimates and judgements

The preparation of Financial Information in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of the reporting period. It also requires management to exercise its judgement in the process of applying the Group's Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Information, are disclosed in Note 4 of the Group's 2019 Annual Report and Financial Statements.

Accounting Policies

There have been no changes to the Group's accounting policies, presentation and methods of computation in this Financial Information compared to those which were applied in the preparation of the Group's Annual Financial Statements for the year ended 31 December 2019.

The comparative information for the six months ended 30 June 2020 has been restated to reflect the Geocurve operation that was discontinued in 2019 and the implementation of IFRS16 - Leases, details of both of which can be found in the Group's Annual Financial Statements for the year ended 31 December 2019.

   3.   Share capital 

On 9 April 2020 the Company issued 140,000,000 ordinary shares and 140,000,000 warrants to subscribe for shares at a price of 0.25 pence per share and warrant raising GBP350,000 in order to support the continuing growth of the GyroMetric and Cloudveil divisions and to provide additional working capital.

On 15 April 2020 the Company issued 20,400,000 ordinary shares and 20,400,000 warrants to subscribe for shares at a price of 0.25 pence per share and warrant in settlement of an advisor fees.

4. Directors' transactions

Trevor Brown and Paul Ryan each subscribed GBP25,000 for 10,000,000 shares and 10,000,000 warrants in the placing announced on 9 April 2020.

5. Earnings per share

Basic earnings per share have been calculated by dividing the loss attributable to equity holders of the Company after taxation by the weighted average number of shares in issue during the period. There is no difference between the basic and diluted earnings per share as the effect on the exercise of options and warrants would be to decrease the earnings per share.

 
                                                  6 months ended            6 months 
                                                                       ended 30 June 
                                                         30 June               201 9 
                                                            2020          (restated) 
 Basic and Diluted                                           GBP                 GBP 
-----------------------------------------------  ---------------  ------------------ 
 Loss after taxation on continuing operations          (225,240)           (361,906) 
 Loss after taxation on discontinued operation          (11,821)           (362,048) 
-----------------------------------------------  ---------------  ------------------ 
 Total loss after taxation                             (237,061)          ( 723,954) 
-----------------------------------------------  ---------------  ------------------ 
 Weighted average number of shares                   573,133,713         383,338,924 
 Earnings per share ( pence) 
 On continuing operations                                (0.039)             (0.095) 
 On discontinued operations                              (0.002)             (0.095) 
 On total operations                                     (0.041)             (0. 19) 
-----------------------------------------------  ---------------  ------------------ 
 

6. Disposal of business

On 9 January 2020 following approval by the shareholders at a general meeting, the sale of the Geocurve business was completed. Full details of the disposal are included within the Group's 2019 Annual Report and Financial Statements.

7. Dividends

No dividend has been declared or paid by the Company during the six months ended 30 June 2020 (20 19: nil).

8. Events after the reporting period

On 10 July 2020 Nigel Burton retired from the board to pursue other activities and Paul Ryan an existing non-executive director, became Non-Executive Chairman. In addition, John Richardson was appointed as Chief Operating Officer.

On 13 July 2020 the Company raised GBP265,000 in a placing of 106,000,000 shares at a price of 0.25 pence per share. In addition 6,950,000 further shares were issued at a price of 0.25 pence per share in settlement of professional fees. As part of the Placing, Braveheart Investment Group plc ("Braveheart") subscribed GBP200,000 for 80,000,000 shares. Following the issue of the Placing Shares, Braveheart have a beneficial interest in 199,637,590 Shares representing approximately 25.79% of the enlarged issued share capital and total voting rights of the Company. Braveheart, as a substantial shareholder of the Company, is considered to be a "related party" as defined under the AIM Rules and accordingly, its participation in the Placing constituted a related party transaction for the purposes of Rule 13 of the AIM Rules.

On 27 July 2020 each existing ordinary share of 0.2 pence each was subdivided into 1 new share of 0.01 pence each and 1 deferred share of 0.19 pence each. The deferred shares have limited rights and will effectively carry no value.

On 21 August 2020 the Company signed a binding share purchase agreement for the acquisition of the entire issued share capital of Pharm 2 Farm Limited. Completion is subject to regulatory and Company shareholder approval. The acquisition will be satisfied by the issue of 600,000,000 ordinary shares equating to approximately GBP2,370,000 based on the closing share price at 20 August 2020.

9. Approval of the interim financial information

The condensed Financial Information was approved by the Board of Directors on 25th September 2020.

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