RNS Number : 1881N

VR Education Holdings PLC

23 September 2019

 For immediate release   23 September 2019 

VR Education Holdings plc

('VR Education' or the 'Group')

Interim Results

VR Education (AIM: VRE; ESM: 6VR), a leading virtual reality ('VR') technology company focused on the education space, today announces its interim results for the six months ended 30 June 2019 (the 'Period' or 'H1 2019').

Financial Highlights

   --    Revenue up 66% to EUR497k (H1 2018: EUR300k) 

-- Revenue accelerated during H1 2019 and the Group is currently on track to meet FY 2019 expectations with a new Showcase Experience 'Shuttle Commander' due for release in Q4 2019

-- In line with management expectations the EBITDA result was unchanged at a loss of EUR0.9m (H1 2018: loss of EUR0.9m)

-- In line with management expectations the loss before tax was EUR1.2m, a significant improvement on last year (H1 2018: loss of EUR4.1m, including EUR2.9m non-cash items)

   --    Net cash 30 June of EUR2.2m and Friday 20 September of EUR1.9m 
   --    Loss per share for the period of EUR0.01 (H1 2018: EUR0.02) 

Operational Highlights

   --    Commercial deals entered into with a number of parties on the ENGAGE platform 

-- Apollo 11 VR educational experience selected to be part of the launch collection for Oculus Quest, Oculus' new all-in-one VR headset

-- Commercial agreement entered into with U.S. Space and Rocket Center in Huntsville, Alabama, one of the top aviation and aerospace museums in the USA and Alabama's top paid-for tourist attraction, for use of the Group's Apollo 11 VR experience in a major new attraction to celebrate the 50th anniversary of the moon landing

David Whelan, CEO of VR Education, said: "With an acceleration in revenue growth from the Group's experiences and with the release of new consumer-focused XR (encompassing virtual reality, augmented reality and mixed reality) standalone devices such as the Oculus Quest and HTC Vive Focus this year, VRE is now starting to see increased traction of its ENGAGE platform in the US and Asia.

We have always had a global outlook for our products and the technology they run-on, and with Brexit uncertainty we have concluded that our success in US and Asian markets will receive greater focus than the UK market. We are already receiving an increasing number of requests from American and Asian corporate customers to work with them to produce content for VR training programmes. Indeed, we are both focused and geared-up to aim for this marketplace.

In May 2019, the Group signed a revenue share agreement with the U.S. Space and Rocket Center, one of the top aviation and aerospace museums in the USA and this has generated significant monthly revenue starting late Q2 2019. The Group's outlook is positive as it seeks to grow the ENGAGE platform revenues while reducing its reliance on showcase experiences in the future."

Investor and Analyst Meeting

A meeting for analysts will be held at 11.00 a.m. today at the offices of Buchanan, 107 Cheapside, London EC2V 6DN. A copy of the Interim Results presentation is available at the Company's website, http://www.vreducationholdings.com

An audio webcast of the analysts' meeting will be available later today:


This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

- Ends -

For further information, please contact:

 VR Education Holdings plc                              Tel: +353 87 665 6708 
  David Whelan, CEO                           contact@vreducationholdings.com 
  Sandra Whelan, COO 
   Cairn Financial Advisers LLP (Nominated               Tel: +44 (0) 20 7213 
   Adviser)                                                              0880 
   James Caithie / Liam Murray / Ludo 
   Shore Capital (Joint Broker)                          Tel: +44 (0) 20 7408 
   Andy Crossley / Richard Johnson                                       4090 
   Davy (Joint Broker & Euronext Growth                  Tel: +353 1 679 6363 
   Fergal Meegan / Ronan Veale / Barry 
   Buchanan (UK Financial PR)                        Tel: +44 (0)20 7466 5000 
   Henry Harrison-Topham / Chris Lane                     VRE@buchanan.uk.com 
   / Tilly Abraham 

Notes to Editors

VR Education, together with its wholly owned subsidiary, is an early stage VR software and technology group based in Waterford, Ireland, dedicated to transforming the delivery methods of education and corporate training by utilising VR technologies to deliver fully immersive virtual learning experiences. The Group's core focus is the development and commercialisation of its online virtual social learning and presentation platform called ENGAGE, which provides a platform for creating, sharing and delivering proprietary and third-party VR content for educational and corporate training purposes.

In addition to the ongoing development of the ENGAGE platform, the Group has also built two downloadable showcase VR experiences, being the award-winning Apollo 11 VR experience and the Titanic VR experience.

On 12 March 2018, VR Education listed on the AIM market of the London Stock Exchange and on the Enterprise Securities Market, a market regulated by Euronext Dublin. For further information, please visit www.vreducationholdings.com.

Chief Executive's Review

I am pleased to report VR Education's interim results for the six-month period ended 30 June 2019 (the 'Period' or 'H1 2019').

H1 2019 has been a period of steady growth, progress and learning. H1 2019 revenues increased by 66% to EUR497k, largely driven by the ongoing success of the Group's previously released showcase experiences such as Apollo 11 VR and Titanic VR, which have sold well on a range of different platforms.

The increasing demand for the Group's showcase experiences is in line with the steady increase in adoption rates of VR, AR (augmented reality) and XR (cross reality) technologies as they become more mainstream. Apollo 11 VR was selected as a launch title on the Oculus Quest headset and demand for the title has been in line with expectations. HTC, the manufacturer of the Vive Focus standalone headset which is focused on the education and enterprise markets, continues to increase its presence in the EU and Asia.


ENGAGE continues to grow and develop and, in June 2019, the Group completed the development of the stand-alone version of the platform for the Oculus Quest, which is now available to download via the Group's website. The Group is now completing work on delivering ENGAGE on HTC's standalone headset, the Vive Focus, which is focused on the education and enterprise markets, and continues to work closely with HTC as it increases its presence in the EU and Asian markets, to work together to deliver competitive and compelling offerings.

The commercialisation of ENGAGE has started with the signing of its first commercial clients since its release during the Christmas period in 2018, including an agreement with D'Carrick Co. Ltd. in South Korea in May 2019. In the current climate, however, the UK market spending on new technology in the education and training sectors has significantly reduced and, accordingly, the Group has moved its UK business development and marketing presence to refocus its efforts on the US and Asian markets, where there is early traction with the adoption of the ENGAGE platform. The Group will maintain a reduced UK business development department to ensure that it remains well placed for when demand increases in the UK market. This refocusing has resulted in a small shortfall in early revenue for the platform, however the Group is confident that it can make up this shortfall with commercial deals during the second half of the year. Progress is accelerating at present with much of this new interest coming from the release of the Quest version and a closer working relationship with HTC.

Showcase experiences

In May 2019 the Group announced the signing of a commercial agreement with the US Rocket and Space Center in Huntsville, Alabama, to display its Apollo 11 VR showcase as an add-on experience to visitors at the centre. Since its installation this showcase has been well received with solid ticket sales of which the Group receives a significant proportion of the revenue generated. The Group believes that this type of commercial agreement can be replicated elsewhere, and it continues to have ongoing discussions with a number of other large museums and institutions about its software library.

VRE anticipates that in Q4 2019 it will release this year's large VR showcase experience called 'Shuttle Commander', which will be made available initially on PlayStation's VR headset, a platform with a user base of more than 4.2 million users. PlayStation's VR headset has by far the largest addressable market for such VR experiences and its store has been where a significant proportion of the Group's revenues to date have been generated. The Group's existing VR showcase experiences, Apollo 11 VR and Titanic VR, performed well on this platform generating significant revenues in the first quarter of their initial releases on PlayStation and the Board expects 'Shuttle Commander' to appeal to the same demographic.

'Shuttle Commander' will allow users to take part in the Hubble Space Telescope missions first hand with accurate recreations of the space missions, shuttle cockpit and Hubble Space Telescope. Users will get to join the crew on the space shuttle missions and assist in the deployment and servicing of the Hubble Space Telescope. They will also get to experience how this remarkable apparatus changed our understanding of the universe around us through science visualisation segments, based on actual data discovered by the Hubble Space Telescope over the past three decades. Additionally, users will get to fly the space shuttle in an accurate physics-based landing simulation and take control of the Canada Arm in space as they witness the Earth pass below during a full day/night cycle.

Current trading and outlook

It is pleasing to see that the Group's showcase experiences continue to generate revenues which are significantly increased on H1 2018. In addition, the Group's commercialisation of its ENGAGE platform is also gaining momentum, mainly in the US and Asian markets. While the Group has had a challenging time in the UK, it has taken decisive steps to resolve this matter and push forward its goal of widespread adoption of VR technologies for education and training. It is early days for this new medium, however VRE is well-placed with a compelling software offering for those who wish to push the boundaries of learning and personal development.

We believe 2020 is poised for substantial growth in the VR market with new hardware manufacturers coming into this space. We are receiving an increasing number of requests from potential corporate customers to work with them to produce content for VR training programmes. The Group continues to work tirelessly to address these new opportunities and aims to lead the way during 2020 and beyond.

David Whelan

Chief Executive Officer

23 September 2019

Financial Review

Revenue for the half year is up 66% on the prior half year to EUR497k (H1 2018: EUR300k), driven by the continued success of the Apollo 11 VR and Titanic VR experiences, revenue from commercial agreements entered into on the ENGAGE platform and early stage revenue from the commercial agreement entered into with the US Space and Rocket Center.

EBITDA loss was EUR0.9m comparable to the prior year period (H1 2018: loss of EUR0.9m). The primary cost driver for the EBITDA loss is salary and associated costs, currently approximately EUR0.2m per month.

Loss before tax was EUR1.2m, in line with management expectations, compared to a loss in the prior year of EUR4.1m which was driven by the inclusion of a non-cash fair value loss arising on derivative financial liabilities of EUR2.6m and extinguishment costs of EUR0.3m.

Operating cashflows after EUR0.5m of capex were a net outflow of EUR1.2m for the period. The current cash burn rate, net of revenue received, is approximately EUR0.2m per month.

At 30 June 2019, the Group had a strong cash position with net cash of EUR2.2m. The Group's cash position as at 20 September 2019 stood at EUR1.9m.

Séamus Larrissey

Chief Financial Officer

23 September 2019

Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2019

                                       Note        Unaudited       Unaudited 
                                                  Six months      Six months 
                                                       ended           ended 
                                                30 June 2019    30 June 2018 
                                                         EUR             EUR 
 Continuing Operations 
 Revenue                                             497,362         300,110 
 Cost of Sales                                     (217,699)        (95,749) 
                                              --------------  -------------- 
 Gross Profit                                        279,663         204,361 
 Administrative Expenses                         (1,448,633)     (1,400,165) 
                                              --------------  -------------- 
 Operating Loss                                  (1,168,970)     (1,195,804) 
 Fair value (loss) / gain arising 
  on derivatives 
 financial liabilities                                     -     (2,638,063) 
 Extinguishment Costs                                      -       (267,971) 
 Finance Costs                                       (3,597)        (29,086) 
                                              --------------  -------------- 
 Loss before Income Tax                          (1,172,567)     (4,130,924) 
 Income Tax Credit                                         -               - 
                                              --------------  -------------- 
 Loss for the Year from continuing 
  operations                                     (1,172,567)     (4,130,924) 
                                              ==============  ============== 
 Loss per share 
 Basic from continuing operations    4   (0.01)   (0.02) 

Consolidated Statement of Financial Position

As at 30 June 2019

                                 Note       Unaudited       Unaudited        Audited 
                                                as at           as at          as at 
                                         30 June 2019    30 June 2018    31 Dec 2018 
                                                  EUR             EUR            EUR 
 Non-Current Assets 
 Property, Plant & 
  Equipment                                   152,174          68,116         59,541 
 Intangible Assets                2         1,205,227         612,421        956,550 
                                            1,357,401         680,537      1,016,091 
 Current Assets 
 Trade and other receivables                  289,932         128,108        394,114 
 Cash and short term 
  deposit                                   2,220,797       4,932,981      3,485,186 
                                       --------------  --------------  ------------- 
                                            2,510,729       5,061,089      3,879,300 
                                       ==============  ==============  ============= 
 Total Assets                               3,868,130       5,741,626      4,895,391 
                                       --------------  --------------  ------------- 
 Equity and Liabilities 
 Equity Attributable to Shareholders 
 Issued share capital                         193,136         193,136        193,136 
 Share premium                             21,587,539      21,587,539     21,587,539 
 Other reserves                          (11,300,902)    (10,733,760)   (11,314,729) 
 Retained earnings                        (6,938,317)     (5,548,980)    (5,765,750) 
                                       --------------  --------------  ------------- 
 Total Equity                               3,541,456       5,497,935      4,700,196 
                                       --------------  --------------  ------------- 
 Non-Current Liabilities 
 Operating lease liabilities                   44,522               -              - 
                                       --------------  --------------  ------------- 
 Current Liabilities 
 Trade and other payables                     246,434         243,691        195,195 
 Operating lease liabilities                   35,718               -              - 
                                       --------------  --------------  ------------- 
                                              282,152         243,691        195,195 
                                       ==============  ==============  ============= 
 Total Liabilities                            326,674         243,691        195,195 
                                       --------------  --------------  ------------- 
 Total Equity and 
  Liabilities                               3,868,130       5,741,626      4,700,196 
                                       ==============  ==============  ============= 

Consolidated Statement of Changes in Equity

At 30 June 2019

                                                             Attributable to Equity Shareholders 
                                  Share        Share          Other      Retained          Total 
                                Capital      Premium       Reserves      Earnings            EUR 
                                    EUR          EUR            EUR           EUR 
                             ----------  -----------  -------------  ------------  ------------- 
 Balance at 1 January 2018            -            -              -             -              - 
 Loss for the period                  -            -              -   (4,130,924)    (4,130,924) 
 Issue of ordinary shares       193,136   21,587,539              -             -     21,780,675 
 Issue costs                          -            -              -     (596,212)      (596,212) 
 Acquisition of subsidiary            -            -   (11,106,184)     (821,844)   (11,908,028) 
 Share option expense                 -            -        352,424             -        352,424 
                             ----------  -----------  -------------  ------------  ------------- 
 Balance at 30 June 2018        193,136   21,587,539   (10,733,760)   (5,548,980)      5,497,935 
                             ==========  ===========  =============  ============  ============= 
                                                            Attributable to Equity Shareholders 
                                  Share        Share          Other      Retained         Total 
                                Capital      Premium       Reserves      Earnings           EUR 
                                    EUR          EUR            EUR           EUR 
                             ----------  -----------  -------------  ------------  ------------ 
 Balance at 1 January 2019      193,136   21,587,539   (11,314,729)   (5,765,750)     4,700,196 
 Loss for the period                  -            -              -   (1,172,567)   (1,172,567) 
 Share option expense                 -            -         13,827             -        13,827 
                             ----------  -----------  -------------  ------------  ------------ 
 Balance at 30 June 2019        193,136   21,587,539   (11,300,902)   (6,938,317)     3,541,456 
                             ==========  ===========  =============  ============  ============ 

Consolidated Statement of Cash Flows

For six month period ended 30 June 2019

                                                 Unaudited     Unaudited 
                                                Six months    Six months 
                                                     ended         ended 
                                                   30 June       30 June 
                                                      2019          2018 
                                                       EUR           EUR 
 Cash Flows from Operating Activities 
 Loss before income tax                        (1,172,567)   (4,130,924) 
 Adjustments to reconcile loss before 
  tax to net cash flows: 
 Depreciation                                       39,015        36,621 
 Amortisation                                      231,807             - 
 Fair value loss arising on derivative 
  financial liabilities                                  -     2,638,063 
 Finance Costs                                       3,597        29,086 
 Non-cash element of advisor warrants                    -       112,381 
 Non-cash element of investor warrants                   -       174,651 
 Share Option Expense                               13,827        14,902 
 Movement in redeemable shares                           -        25,000 
 Movement in Trade & Other Receivables             104,182       110,207 
 Movement in Trade & Other Payables                 51,239     (114,328) 
                                              ------------  ------------ 
                                                 (728,900)   (1,104,341) 
 Bank interest & other charges paid                (3,597)      (29,086) 
                                              ------------  ------------ 
 Net cash used in operating activities           (732,497)   (1,133,427) 
                                              ------------  ------------ 
 Cash Flows from Investing Activities 
 Purchases of property, plant & equipment         (34,137)      (30,059) 
 Payments to develop Intangible Assets           (480,482)     (176,630) 
 Cash acquired on acquisition of subsidiary              -        86,801 
                                              ------------  ------------ 
 Net cash used in investing activities           (514,619)     (119,888) 
 Cash Flows from Financing Activities 
 Proceeds from issuance of ordinary 
  shares                                                 -     6,180,046 
 Payment of operating lease liabilities           (17,273)             - 
                                              ------------  ------------ 
 Net cash (used) / generated from financing 
  activities                                      (17,273)     6,180,046 
                                              ------------  ------------ 
 Net (decrease) / increase in cash 
  and cash equivalents                         (1,264,389)     4,926,731 
 Cash and cash equivalents at beginning 
  of period                                      3,485,186         6,250 
 Cash and cash equivalents at the end 
  of period                                      2,220,797     4,932,981 
                                              ============  ============ 

Notes to the Interim Report

1. Basis of Preparation

The consolidated interim financial statements have been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards as endorsed by the European Union ("IFRS") and expected to be effective at the year-end of 31 December 2019.

The accounting policies are unchanged from the financial statements for the year ended 31 December 2018. The interim financial statements are unaudited and do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2018, prepared in accordance with IFRS, have been filed with the Companies Registration Office. The Auditors' Report on these accounts was unqualified, did not include any matters to which the Auditors drew attention by way of emphasis without qualifying their report and did not contain any statements under section 498 of the Companies Act 2006.

The consolidated interim financial statements are for the 6 months to 30 June 2019.

The interim consolidated financial information does not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statements for the year ended 31 December 2018, which were prepared in accordance with IFRS's as adopted by the European Union.

2. Summary of Significant Accounting Policies

New standards, interpretations and amendments adopted by the Company

The following standards and amendments have been adopted for the first time in these financial statements:


Effective from 1 January 2019, the Group adopted IFRS 16 - Leases ('IFRS 16'), which replaces IAS 17 - Leases and related interpretations.

The Group elected to apply the modified retrospective approach which does not require restatement of comparative periods. As a result, lease liabilities were recognised in the opening consolidated balance sheet as at 1 January 2019 at an amount equal to the Group's remaining lease payments discounted using the Group's incremental borrowing rate.

On 1 January 2019, the Group recognised lease liabilities of EUR77,425.

Under IFRS 16, the Group accretes interest on its lease liabilities. As at 30 June 2019, the carrying value of these lease liabilities amounted to EUR80,240, with EUR35,718 of this balance shown as short-term lease liabilities and the remaining portion of EUR44,522 reflected under non-current liabilities.

Intangible Assets

Research costs are expensed as they are incurred. Development costs that are directly attributable to the design and testing of identifiable and unique commercial software controlled by the Company are recognised as intangible assets when the following criteria are met:

- it is technically feasible to complete the software product so that it will be available for use and sale;

   -              management intends to complete the software product and use or sell it; 
   -              there is an ability to use or sell the software product; 

- it can be demonstrated how the software product will generate future economic benefits;

- adequate technical, financial and other resources to complete the development and use or

   -              sell the software product are available; and 

- the expenditure attributable to the software product during its development can be reliably

   -              measured. 

Directly attributable costs that are capitalised as part of the software product include the software development employee costs and subcontracted development costs.

Other development expenditure that does not meet these criteria is recognised as an expense as incurred.

Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

Computer software development costs recognised as assets are amortised over their estimated useful lives, which do not exceed 3 years and commences after the development is complete and the asset is available for use. Intangible assets are amortised over their estimated useful lives based on the pattern of consumption of the underlying economic benefits. Amortisation is included in 'Administrative Expenses'.

2. Intangible Assets

                                Software       Total 
                          in development         EUR 
 Cost or Valuation 
 At 1 January 2019             1,131,850   1,131,850 
 Additions                       480,484     480,484 
                        ----------------  ---------- 
 At 30 June 2019               1,612,334   1,612,334 
                        ----------------  ---------- 
 At 1 January 2019               175,300     175,300 
 Charge                          231,807     231,807 
                        ----------------  ---------- 
 At 30 June 2019                 407,107     407,107 
                        ----------------  ---------- 
 At 30 June 2019               1,205,227   1,205,227 
  At 31 December 2018            956,550     956,550 
                        ----------------  ---------- 

The software being developed relates to the creation of three virtual reality experiences and an online virtual learning and corporate training platform.

ENGAGE is an online virtual learning and corporate training platform currently in development by the Company. A desktop version was released in December 2018 and a mobile version is expected to be released in Q3 2019. Amortisation will commence once the mobile version is launched.

The three virtual reality experiences are at various stages in their development cycles. Once the experience is launched on the major VR capable platforms amortisation commences.

Amortisation expense of EUR231,807 (H1 2018: EURNil) has been charged in 'Administrative Expenses'. An impairment review was carried out at the balance sheet date. No impairment arose.

3. Share Based Payments

Share-based payment schemes with employees

During the year ended 31 December 2018, VR Education Holdings plc introduced a share-based payment scheme for employee remuneration ("the 2018 Scheme") to replace the scheme previously in operation within Immersive VR Education Limited ("the 2016 Scheme"). The 2018 Scheme and the 2016 schemes are classified equity settled share based payment plans. Recipients under the scheme are awarded options over ordinary shares of the Company.

On the 12 March 2018, the options under the 2016 Scheme were cancelled and replaced with options under the 2018 Scheme under the equivalent terms and conditions as the 2016 scheme, and a stock split which gave rise to the issue of 740 shares for every 1 share held. The options granted under the 2016 Scheme had vesting periods of up to 36 months. The replacement of the options did not give rise to any additional income statement expense in 2018.

There were 133,089 (2018: 311,108) employee options granted during 2019 at an exercise price of EUR0.10 (2018: EUR0.135) per share and these vest subject to continued service by the employee over a period of 3 years. Options expire at the end of a period of 7 years from the Grant Date or on the date on which the option holder ceases to be an employee.

Share-based payment expense with Director

On 12 March 2018, VR Education Holdings plc granted options to purchase 1m ordinary shares to Richard Cooper, the Chairman of the Company. The options vest if the market capitalisation of the Company equals 2.5 times the market capitalisation on admission to listing for a consecutive period of 30 days. Except in the event of a change in control (see below) the options, which are exercisable at a price of GBP0.0001, cannot be exercised for a period of two years and expire on 12 March 2023. The market capitalisation requirement is a "market condition" under IFRS 2 and the valuation of the option, which amounted to EUR0.668, takes this market condition into account.

In the event of a change in control, in the two years after admission to listing, the options are exercisable at prices ranging from GBP0.0001 to GBP0.10. The change in control scenarios gave rise to option values of EUR0.018 - EUR0.112.

The movement in employee share options and weighted average exercise prices are as follows for the reporting periods presented:

                                         2018 Scheme                   2016 Scheme 
                                 Half-Year            Half-Year   Half-Year   Half-Year 
                                      2019                 2018        2019        2018 
 At 1 January                    4,425,028                    -           -       4,208 
 Capital restructure 
  and Listing process                    -            3,113,920           -     (4,208) 
 Granted during period             133,089            1,311,108           -           - 
 Forfeited during period          (92,591)                    - 
 At 30 June                      4,465,526            4,425,028           -           - 
 Options outstanding 
  at 30 June 
 Number of shares                4,465,526            4,425,028           -           - 
 Weighted average remaining 
  contractual life              3.30 years           4.25 years 
 Weighted average exercise 
  price per share                 EUR0.028             EUR0.028 
 Range of exercise price         EUR0.0001   EUR0.0001-EUR0.135 
                                - EUR0.135 
 Exercisable at 30 June 
 Number of shares                2,438,152            1,101,120 
 Weighted average exercise 
  price per share                 EUR0.026             EUR0.026 

No options were exercised during the period. The weighted average exercise price of options granted during the period was EUR0.01 (2018: EUR0.032). The expense recognised in respect of employee share based payment expense and credited to the share based payment reserve in equity was EUR13,827 (2018: EUR9,334)

Advisor warrants

During 2018, as part of the listing process and as set out in the admission document, the Company issued warrants over 5,018,328 shares at an exercise price of GBP0.15, subject to expiry on various dates up to 12 March 2023. The warrants were valued under the Black Scholes model. The expense recognised during the period was EURNil (2018: EUR162,871).

Investor warrants

During 2018, as part of the arrangements for the listing process and as set out in the admission document, the Company issued warrants over 5,794,092 shares at an exercise price of GBP0.15, subject to expiry on 12 March 2023. The warrants were valued under the Black Scholes model. An expense of EURNil (2018: EUR174,651) was recognised in the income statement during the period.

The Company has measured the fair value of the services received as consideration for equity instruments of the Company, indirectly by reference to the fair value of the equity instruments. The table below sets out the options and warrants that were issued during the period and the principal assumptions used in the valuation.

                                 Employee            Director             Advisor    Investor 
 Number of options / warrants     311,108           1,000,000           5,018,328   5,794,092 
 Grant date                        26 Apr              12 Mar              12 Mar      12 Mar 
                                       18                  18                  18          18 
 Vesting period                   3 years             2 years                   -           - 
 Share price at date of           GBP0.11             GBP0.10             GBP0.10     GBP0.10 
 Exercise price                  EUR0.135    GBP0.001-GBP0.10             GBP0.15     GBP0.15 
 Volatility                           57%          54.4-59.2%          54.4-57.3%       57.3% 
 Option life                      7 years             5 years           22 months     3 years 
                                                                        - 5 years 
 Dividend yield                        0%                  0%                  0%          0% 
 Risk free investment 
  rate                              0.14%           0.5-1.16%           0.8-1.16%       0.87% 
 Fair value per option 
  at grant date                  EUR0.058   EUR0.018-EUR0.112   EUR0.018-EUR0.030    EUR0.030 
 Weighted average remaining 
  contractual life in years           5.8                 3.7                 2.2         1.7 

4. Loss per share

  Loss attributable to equity holders       Unaudited      Unaudited 
   of the Group:                           Six months     Six months 
                                                ended          ended 
                                              30 June        30 June 
                                                 2019           2018 
                                                  EUR            EUR 
 Continuing Operations                    (1,172,567)    (4,130,924) 
  Weighted average number of shares 
   for Basic EPS                          193,136,406    193,136,406 
 Basic loss per share from continuing 
  operations                                   (0.01)         (0.02) 

- ENDS -

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