Interim Results

DG Innovate PLC

28 September 2023

 

28 September 2023

DG Innovate plc 
("DG Innovate ", the "Company", or the "Group")

Interim results for the six months ended 30 June 2023

DG Innovate (LSE: DGI), the advanced research and development company pioneering sustainable and environmentally considerate improvements to electric mobility and energy storage, announces the Company's unaudited interim results for the six months ended 30 June 2023.

Chairman's Report

The first half of 2023 saw progress on all fronts, as we continued with the development of our electric mobility and energy storage technologies and progressed our commercial opportunities, both with existing and new partners. Our shareholders again demonstrated their support despite challenging market conditions via a £418,000 subscription in January, which allowed us to continue work on our various projects and efforts to commercialise our ground-breaking IP.

Post-period end, we completed a further £517,000 placing on 19 July, which has allowed the team to continue development of our technologies. Testing of our Pareta® high-performance electric vehicle drive is ongoing, and work continues on our Scale up Readiness Validation of Parallel Motor for Automotive Applications' ("SUPAR") project with the UK Government's Advanced Propulsion Centre. As outlined in the technology roadmap in the Company's Strategic Update announced on 11 October 2022 we plan to move into pilot manufacturing and volume supply in due course.

Most recently, the team exhibited our integrated Pareta® drives at CENEX-LCV 2023, the UK's premier exhibition and conference devoted to low-carbon vehicle and fuel cell technologies. This marked the unveiling of our innovative e-axle for buses and other heavy vehicles, borne out of our ongoing collaboration with BRIST Axle Systems S.r.l. We also demonstrated our Pareta® fleet monitoring and tracking system for the first time alongside our driving simulation software, and have been extremely enthused by the response of existing and potential new partners.

At the beginning of the period, and alongside our fundraising, Sir Stephen Dalton and Andrew Boughtwood stepped down as Non-Executive Directors to reduce the Company's ongoing costs and ensure that the Company's board is of an appropriate size and composition for its current stage of development. We remain extremely grateful for their contributions to the Company.

We look forward to updating shareholders further in due course.

Nick Tulloch

Non-Executive Chairman

28 September 2023

Financial Review

For the six months to 30 June 2023, the Group recorded a loss before tax of £1,908,253 (30 June 2022: £6,516,795; 31 December 2022: £7,868,376). There was revenue of £30,240 (30 June 2022: £Nil; 31 December 2022: £4,280) together with £399,641 (30 June 2022: £344,831; 31 December 2022: £433,989) of grant income in the period.

Cash flow

As at 30 June 2023 the Group held cash of £159,958 (30 June 2022: £1,650,352; 31 December 2022: £234,990) in the bank account. The Company raised £418,000 in January, also as stated above, after the period end the Company raised £517,000 through placing of new shares.

R&D repayment of £92,578 was received during the period for the tax credit claim for the year ended 31 March 2023, while an R&D tax credit of £92,697 for the period ended 31 December 2023 was in trade receivables at the period end and was received in August.

For further information please contact:

DG Innovate plc Peter Tierney, CEO Jack Allardyce, CFO	C/O IFC
IFC Advisory (Financial PR & IR) Tim Metcalfe Zach Cohen	020 3934 6630
Grant Thornton UK LLP (Financial Advisor) Samantha Harrison Jamie Barklem Ciara Donnelly	020 7383 5100
Peterhouse (Broker) Rose Greensmith Duncan Vasey Lucy Williams	020 7469 0930

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

About DG Innovate 

DG Innovate is an advanced research and development company pioneering sustainable and environmentally considerate improvements to electric mobility and storage, using abundant materials and the best engineering and scientific practices. DG Innovate is currently developing its products alongside a number of major manufacturers across the transportation and energy sectors, research institutions and the UK Government, and has filed 18 patents worldwide. DG Innovate's current research and development activities are broadly split into two areas, focusing on novel electric motor technologies and energy storage solutions. Its two main products are:

· Enhanced Drive Technology (EDT) - High efficiency, cost-effective electric motors + power electronics;

· Enhanced Battery Technology (EBT) - Sodium-ion batteries offering a sustainable energy storage solution at similar/greater energy density to incumbent technologies at a lower cost, increased safety with lower environmental footprint.

Further information may be found at: https://www.dgiplc.com

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2023

	Notes	Six months ended 30 June	Six months ended 30 June	Year ended 31 December
		2023	2022	2022
		Unaudited	Unaudited	Audited
		£	£	£
Revenue
Turnover		30,240	-	4,280
Cost of sales		(24,662)	-	(2,000)
Gross Profit		5,578	-	2,280
Grant income		399,641	344,831	433,989
Other income		802	5,307	2,618
Administrative expenses	3	(1,734,306)	(1,457,151)	(2,715,557)
Share based payments		(564,292)	(265,934)	(338,864)
Total administrative expenses		(2,298,598)	(1,723,085)	(3,054,421)
Operating loss		(1,892,577)	(1,372,947)	(2,615,534)
Reverse acquisition expenses		-	(5,094,074)	(5,094,074)
Finance income		50	81	-
Finance cost		(15,726)	(49,855)	(67,873)
Other gains and losses		-	-	(90,895)
Loss on ordinary activities before taxation		(1,908,253)	(6,516,795)	(7,868,376)
Income tax		-	3,472	188,864
Loss for the period and total comprehensive loss attributable to the equity holders		(1,908,253)	(6,513,323)	(7,679,512)
Earnings per share (pence)
- Basic & diluted	4	(0.021)	(0.16)	(0.11)

All operating income and operating gains and losses relate to continuing activities.

There was no other comprehensive income for the period (30 June 2022: £Nil; 31 December 2022: £Nil).

The unaudited comparatives of June 2022 in the interim accounts have been updated following the audited adjustments as at 31 December 2022. The key adjustment is to reclassify £680,321 of intangibles assets from the previous financial year end of 31 March 2022 of Deregallera Holdings Ltd to the new year end 31 December 2021, following the reverse acquisition in April 2022.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2023

	Share Capital	Share Premium	Capital Redemption Reserve	Reverse Acquisition Reserve	Merger Reserve	Share Option Reserve	Retained Earnings	Total
	£	£	£	£	£	£	£	£
As at 1 January 2023	8,842,715	33,604,986	8,783,824	(66,211,737)	26,987,257	338,864	(6,954,819)	5,391,090
Comprehensive income Loss for the period	-	-	-	-	-	-	(1,908,253)	(1,908,253)
Share based payments	-	-	-	-	-	564,292	-	564,292
Total comprehensive loss	-	-	-	-	-	564,292	(1,908,253)	(1,343,961)
Transactions with owners
Issue of share capital	365,833	187,985	-	-	-	-	-	553,818
As at 30 June 2023	9,208,548	33,792,971	8,783,824	(66,211,737)	26,987,257	903,156	(8,863,072)	4,600,947

	Share Capital	Share Premium	Capital Redemption Reserve	Reverse Acquisition Reserve	Merger Reserve	Share Option Reserve	Retained Earnings	Total
	£	£	£	£	£	£	£	£
As at 1 January 2022	2,029,464	27,723,274	8,783,824	(36,439,255)	-	-	724,693	2,822,000
Comprehensive income Loss for the period	-	-	-	-	-	-	(7,679,512)	(7,679,512)
Share based payments	-	-	-	-	-	338,864	-	338,864
Total comprehensive loss	-	-	-	-	-	338,864	(7,679,512)	(7,340,648)
Reverse acquisition	-	-	-	(29,772,482)	-	-	-	(29,772,482)
Issue of share capital	6,813,251	5,881,712	-	-	26,987,257	-	-	39,682,220
As at 31 December 2022	8,842,715	33,604,986	8,783,824	(66,211,737)	26,987,257	338,864	(6,954,819)	5,391,090

	Share Capital	Share Premium	Capital Redemption Reserve	Reverse Acquisition Reserve	Merger Reserve	Share Option Reserve	Retained Earnings	Total
	£	£	£	£	£	£	£	£
As at 1 January 2022	2,029,464	27,723,274	8,783,824	(36,439,255)	-	-	724,693	2,822,000
Comprehensive income Loss for the period	-	-	-	-	-	-	(6,513,323)	(6,513,323)
Share based payments	-	-	-	-	-	265,934	-	265,934
Total comprehensive loss	-	-	-	-	-	265,934	(6,227,231)	(6,247,389)
Reverse acquisition	-	-	-	(29,772,482)	-	-	-	(29,772,482)
Issue of share capital	6,813,251	5,881,712	-	-	26,987,257	-	-	39,682,220
As at 30 June 2022	8,842,715	33,604,986	8,783,824	(66,211,737)	26,987,257	265,934	(5,788,630)	6,484,349

The Share Capital represents the nominal value of the equity shares. The Share Premium represents the amount subscribed for share capital, in excess of the nominal amount, less costs directly relating to the issue of shares.

The Share Option Reserve represents share-based payments which represents the cumulative fair value of options and warrants granted.

Reverse Acquisition Reserve and merger reserve were created due to the reverse acquisition of Deregallera Holdings Ltd.

The unaudited comparatives of June 2022 have been restated to match the opening balance of 1 January 2022 in the audited accounts for the financial year ended 31 December 2022.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE SIX MONTHS ENDED 30 JUNE 2023

	Notes	As at 30 June	As at 30 June	As at 31 December
		2023	2022	2022
		Unaudited	Unaudited	Audited
		£	£	£
ASSETS
Non-current assets
Property, plant and equipment	5	748,904	868,540	725,091
Intangible asset	6	4,462,676	4,171,835	4,573,592
Current assets
Trade and other receivables	7	418,332	969,736	1,023,552
Cash and cash equivalents		159,958	1,650,352	234,990
		578,290	2,620,088	1,258,542
LIABILITIES
Current liabilities
Trade and other payables	8	(667,872)	(620,032)	(640,229)
Net Current Assets/(Liabilities)		(89,582)	2,000,056	618,313
Non-current liabilities	9	(489,481)	(556,082)	(495,860)
Provision for liabilities		(31,570)	-	(30,046)
NET ASSETS		4,600,947	6,484,349	5,391,090
SHAREHOLDERS' EQUITY
Called up share capital	10	9,208,548	8,842,715	8,842,715
Capital redemption reserve		8,783,824	8,783,824	8,783,824
Share premium account		33,792,971	33,604,986	33,604,986
Share option reserve		903,156	265,934	338,864
Merger reserve		26,987,257	26,987,257	26,987,257
Reverse acquisition reserve		(66,211,737)	(66,211,737)	(66,211,737)
Retained earnings		(8,863,072)	(5,788,630)	(6,954,819)
TOTAL EQUITY		4,600,947	6,484,349	5,391,090

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2023

		Six months to 30 June	Six months to 30 June	Year ended 31 December
		2023	2022	2022
		Unaudited	Unaudited	Audited
		£	£	£
Loss for the period after tax		(1,908,253)	(6,513,323)	(7,679,512)
(Increase)/decrease in debtors		605,220	(805,654)	(992,206)
(Decrease)/increase in creditors within one year		50,912	(319,818)	61,024
Reverse takeover expenses		-	5,094,074	5,094,074
Provisions		(1,524)	-	(23,543)
Taxation		-	-	-
Share based payments		564,292	265,934	338,864
Finance income		(50)	-	-
Finance costs		15,726	-	67,873
Amortisation		170,392	207,328	414,656
Depreciation		63,435	95,170	149,942
Losses on disposal of fixed assets		-	-	90,895
Write-off of share capital		-	-	-
Tax refunded		92,578	-	85,270
Net cash (outflow) / inflow from operating activities		(347,272)	(1,976,289)	(2,392,663)
Cash flows from investing activities
Proceeds from disposal of property, plant and equipment		-	-	50,832
Purchase of property, plant and equipment		(87,248)	(104,059)	(76,563)
Purchase of intangible fixed assets		(59,476)	(239,358)	(848,443)
Finance income		50	81	-
Finance cost		(15,726)	-	(50,241)
Cash payment on acquisition		-	-	(86,062)
Net cash used in investing activities		(162,400)	(343,336)	(1,010,477)
Cash flows from financing activities
Issue of share capital		418,000	5,210,661	4,347,125
Repayment of borrowings		(40,620)	(1,298,139)	(735,876)
(Repayment)/increase of lease liabilities		57,260	-	(71,661)
Net cash generated from financing activities		434,640	3,912,522	3,539,588
Net increase/(decrease) in cash and cash equivalents		(75,032)	1,592,897	136,448
Cash and cash equivalents at beginning of period		234,990	57,455	57,455
Cash balance on acquisition		-	-	41,088
Cash and cash equivalents at end of period		159,958	1,650,352	234,990

NOTES TO THE FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2023

1. GENERAL INFORMATION

DG Innovate Plc is a public limited company incorporated in the United Kingdom, registered under company number 04006413. The address of the registered office is 15 Victoria Mews, Millfield Road, Cottingley Business Park, Bingley, West Yorkshire, BD16 1PY. On 8 April 2022, Path Investments Plc changed its name to DG Innovate Plc following the acquisition of Deregallera Holdings Ltd (formerly DG Innovate Limited) ("DHL"), becoming an advanced research and development company pioneering sustainable and environmentally considerate improvements to electric mobility and storage.

The consolidated financial information represents the results of DG Innovate Plc and its subsidiaries (together referred to as Group).

2. ACCOUNTING POLICIES

2.1 Basis of preparation

The condensed consolidated interim financial statements are presented in UK Sterling and all values are rounded to the nearest pound except where indicated otherwise.

The condensed consolidated interim financial statements have been prepared under the historical cost convention or fair value where appropriate. 

The results for the six months to 30 June 2023 have been prepared on the basis of the accounting policies set out in the Company's 2022 annual report and accounts along with standards which have become effective after 31 December 2022. The interim accounts do not constitute statutory accounts as defined by section 434 of the Companies Act 2006. The auditor has reported on the 2022 accounts of DG Innovate Plc and the report was unqualified and did not contain a statement under section 498(2) of (3) of the Companies Act 2006 and the 2022 report and accounts have been filed with the registrar of companies. Under reverse acquisition accounting the comparatives comprise details of the group prior to the reverse takeover and as a result these figures are not audited.

During the period, there have been no changes in the nature of the related party transactions from those described in the Company's 2022 accounts.

2.2 Responsibility statement

The directors confirm that these condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting", as adopted by the United Kingdom and as issued by the IASB and that the interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely;

a) An indication of the important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

b) Material related party transactions in the first six months and any material changes in related party transactions described in the last annual report.

2.3 Segmental reporting

The Group has two distinct areas of focus (Enhanced Drive Technology and Enhanced Battery Technology), and management have identified the Group's series of Pareta® electric drives and hard carbon anode materials as its two cash generating units (CGUs). However, as the Group is currently in the development phase and effectively operates as one operating unit under IFRS 8, segmental information is not available or presented within these accounts.

The aggregate value in use calculated for the two identified CGUs as at 30 June 2023 was in excess of the carrying value of the intangible assets, and the Directors therefore believe the value of these assets is not impaired at 30 June 2023. This accounting treatment resulted in an impairment loss of £Nil (30 June 2022: £Nil; 31 December 2022: £Nil). The carrying value of the intangible assets of the two identified CGUs as at 30 June 2023 are Enhanced Drive Technology £2,252,887 (30 June 2022: £2,053,313; 31 December 2022: £2,292,986) and Enhanced Battery Technology £2,209,789 (30 June 2022: £2,118,522; 31 December 2022: £2,280,606).

2.4 Reverse acquisition

On 8 April 2022, the Company acquired DHL via a reverse takeover which resulted in the Company becoming the ultimate holding company of the Group. The transaction was accounted for in accordance with the principles of reverse acquisition accounting, since it did not meet the definition of a business combination under IFRS 3. In accordance with IFRS 2, a share-based payment expense equal to the deemed cost of the acquisition less the fair value of the net assets of the Company at acquisition was recognised. The comparatives within the consolidated statement of financial position, the consolidated statement of comprehensive income, consolidated statement of changes in equity and the consolidated cashflow statement represent that of the legal subsidiary and accounting acquirer, DHL. In the consolidated statement of financial position, the share capital and premium as at 31 December 2021 is that of the Company (DG Innovate Plc) with the reverse acquisition reserve representing the difference between the deemed cost of the acquisition and the net assets of the Company as at 7 April 2022. The consolidated statement of comprehensive income for the period represents the results of both DG Innovate Plc and DHL.

3. ADMINISTRATIVE EXPENSES

	Six months to 30 June 2023	Six months to 30 June 2022	Year ended 31 December 2022
	Unaudited	Unaudited	Audited
	£	£	£
Directors remuneration	393,292	486,241	845,381
Other administrative expenses	1,341,014	970,910	1,870,176
	1,734,306	1,457,151	2,715,557

4. LOSS PER SHARE

The calculation of the basic and diluted loss per share is based on the loss on ordinary activities after taxation of and on the weighted average number of ordinary shares in issue.

There was no dilutive effect from the share options or convertible loan notes outstanding during the period.

In order to calculate the diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares according to IAS33. Dilutive potential ordinary shares include convertible loan notes and share options granted to Directors and consultants where the exercise price (adjusted according to IAS33) is less than the average market price of the Company's ordinary shares during the period.

The weighted average number of shares is calculated using the number of DG Innovate Plc shares owned by the accounting acquirer DHL pre and post the reverse takeover on 8 April 2022.

	Six months to 30 June 2023	Six months to 30 June 2022	Year ended 31 December 2022
	Unaudited	Unaudited	Audited
	£	£	£
Net loss for the period	(1,908,253)	(6,513,323)	(7,679,512)
The weighted average number of shares in the period were:
Basic and dilutive ordinary shares	9,147,913,081	4,105,884,193	7,032,070,240
Basic and dilutive earnings/(loss) per share (pence)	(0.021)	(0.16)	(0.11)

5. PROPERTY, PLANT AND EQUIPMENT

	Improvements to leasehold property	Plant & equipment	Right of use asset	Total
	£	£	£	£
Cost
At 1 January 2023	314,294	1,368,095	373,453	2,055,842
Additions	-	8,723	78,525	87,248
At 30 June 2023	314,294	1,376,818	451,978	2,143,090
Depreciation
Depreciation at 1 January 2023	314,294	974,848	41,609	1,330,751
Charge in the period	-	42,419	21,016	63,435
Depreciation at 30 June 2023	314,294	1,017,267	62,625	1,394,186
Carrying value
At 30 June 2023	-	359,551	389,353	748,904
At 31 December 2022	-	393,247	331,844	725,091
At 30 June 2022	-	519,952	348,588	868,540

6. INTANGIBLE ASSETS

	IPR & Patents	Total
	£	£
Cost
At 1 January 2023	7,068,754	7,068,754
Additions	59,476	59,476
At 30 June 2023	7,128,230	7,128,230
Amortisation
Amortisation at 1 January 2023	2,495,162	2,495,162
Charge in the period	170,392	170,392
Amortisation at 30 June 2023	2,665,554	2,665,554
Carrying value
At 30 June 2023	4,462,676	4,462,676
At 31 December 2022	4,573,592	4,573,592
At 30 June 2022	4,171,835	4,171,835

7. TRADE AND OTHER RECEIVABLES

	As at 30 June 2023	As at 30 June 2022	As at 31 December 2022
	Unaudited	Unaudited	Audited
	£	£	£
Prepayments	69,811	30,518	129,159
Other taxes and social security	260,889	429,096	706,222
Other debtors	87,632	510,122	188,171
	418,332	969,736	1,023,552

Also included in other debtors are amounts repayable of £87,369 (30 June 2022: £355,610; 31 December 2022 £188,036) by certain Directors in respect of incorrectly awarded bonuses.

Other taxes and social security comprise the R&D tax credit, tax suffered on the bonuses noted above and VAT repayable.

8. TRADE AND OTHER PAYABLES

	As at 30 June 2023	As at 30 June 2022	As at 31 December 2022
	Unaudited	Unaudited	Audited
	£	£	£
Trade payables	190,961	412,954	204,356
Accruals and deferred income	188,241	46,134	231,290
Loans and other borrowings	87,679	79,233	83,349
Lease liabilities	74,548	49,600	59,839
Other creditors	126,443	32,111	61,395
	667,872	620,032	640,229

9. NON-CURRENT LIABILITIES

	As at 30 June 2023	As at 30 June 2022	As at 31 December 2022
	Unaudited	Unaudited	Audited
	£	£	£
Loans and other borrowings	140,442	228,121	185,393
Lease liabilities	328,994	247,235	286,443
Other creditors	20,045	80,726	24,024
	489,481	556,082	495,860

10. SHARE CAPITAL

		Unaudited	Unaudited
Allotted, called up and fully paid		No	£
		Ordinary Shares of 0.1p each	Ordinary Shares of 0.1p each
At 1 January 2022 (Audited)		2,029,463,802	2,029,464
Issued in period		6,813,251,305	6,813,251
At 31 December 2022 (Audited)		8,842,715,107	8,842,715
At 1 January 2023		8,842,715,107	8,842,715
Issued in period		365,833,333	365,833
At 30 June 2023 (unaudited)		9,208,548,440	9,208,548

11. SHARE OPTIONS AND WARRENTS

Movement in the number of options and warrants outstanding and their related weighted average exercise price, since 31 December 2022 are as follows:

	At 30 June 2023		At 30 June 2022				At 31 December 2022
	Number of Options & Warrants	Weighted average exercise price per share		Number of Options & Warrants	Weighted average exercise price per share	Number of Options & Warrants		Weighted average exercise price per share
At 1 January	3,937,526,910	0.33p		2,983,297,500	2.50p	2,983,297,500		0.25p
Granted	368,333,333	0.18p		1,109,783,754	0.10p	1,900,233,137		0.26p
Exercised	-	-		(830,800,000)	0.10p	(830,800,000)		0.25p
Expired or waived	(3,975,633)	0.10p		(40,000,000)	0.10p	(115,203,727)		0.10p
At period end	4,301,884,610	0.16p		3,222,281,254	0.10p	3,937,526,910		0.33p

The following share options have been granted by the Company and are outstanding as at the period end of 30 June 2023:

Date of grant	Number of ordinary shares under option at 1 January 2023	Granted during period	Exercised during period	Lapsed/ waived during period	Number of ordinary shares under option at 30 June 2023	Weighted average exercise price	Expiry date
30/03/2017	4,000,000	-	-	-	4,000,000	0.1p	29/03/2027
30/03/2017	5,875,000	-	-	-	5,875,000	1p	29/03/2027
30/03/2017	2,937,500	-	-	-	2,937,500	2p	29/03/2027
08/10/2020	60,375,000	-	-	-	60,375,000	0.1p	07/10/2030
18/03/2021	1,289,310,000	-	-	-	1,249,310,000	0.1p	18/03/2031
08/04/2022	488,598,296	-	-	(3,975,633)	484,622,663	0.1p	13/04/2032
12/10/2022	690,790,814	-	-	-	690,790,814	0.1p	12/10/2032
Total	2,501,886,610	-	-	(3,975,633)	2,497,910,977	0.1p

The following warrants have been granted by the Company:

Date of grant	Number of warrants at 1 January 2023	Granted during period	Exercised during period	Lapsed during  period	Number of warrants at 30 June 2023	Weighted average exercise price	Expiry date
18/03/2021	790,000,000	-	-	-	790,000,000	0.25p	07/04/2024
08/04/2022	645,640,300	-	-	-	645,640,300	0.25p	07/04/2024
30/01/2023	-	368,333,333	-	-	368,333,333	0.18p	29/01/2025
Total	1,435,640,300	368,333,333	-	-	1,803,973,633	0.24p

In January 2023 the Company raised (before expenses) £418,000 through a subscription and broker option for 348,333,333 new ordinary shares at a price of 0.12 pence each. Participants in the fundraise were also issued one warrant with an exercise of 0.18 pence for every subscription share, with an expiry date of two years from admission. The Company also agreed to issue 17,500,000 ordinary shares and 20,000,000 warrants with the same terms to an adviser for services provided in connection with the fundraise.

The fair value of equity settled share options and warrants granted is estimated at the date of grant using a Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted.  The following table lists the inputs to the model:

		Warrants	Warrants	Options	Options		Options		Options
Date of grant/variation Expected volatility Expected life Risk-free interest rate Expected dividend yield Possibility of ceasing employment before vesting Fair value per option/warrant		23 Jan 2023 87% 19 months 3.40% - - 0.03p	23 Jan 2023 87% 10 months 3.40% - - 0.01p	12 Oct 2022 62% 8 years 4.40% - - 0.12p	8 Apr 2022 62% 8 years 1.76%    -    - 0.22p		18 Mar 2021 31% 10 years 2.00% - - 0.15p		18 Oct 2020 50% 10 years 2.50% - - 0.6p

The expense recognised by the Group for share based payments during the period ended 30 June 2023 was £564,292 (30 June 2022: £265,934; 31 December 2022: £338,864).

The average volatility is used in determining the share based payment expense to be recognised in the period. This was calculated by reference to the standard deviation of the share price over the preceding 6-month period.

12. RELATED PARTY TRANSACTIONS

Share Options

The following share options were held by the directors during the period:

Director	Date of grant	Held at 1 January 2023	Surrendered during the period	Granted during the period	Held at 30 June 2023	Exercise price
J Allardyce	18/03/2021	62,500,000	-	-	62,500,000	£0.001
	08/04/2022	156,105,002	-	-	156,105,002	£0.001
M Boughtwood	08/04/2022	156,105,002	-	-	156,105,002	£0.001
P Tierney	12/10/2022	690,790,814	-	-	690,790,814	£0.001
Total		1,065,500,818	-	-	1,065,500,818

Transaction with related party

During the period Gareth Boughtwood (son of Martin Boughtwood, a director in the Group) was paid £Nil (30 June 2022: £5,000; 31 December 2022: £Nil) in respect of IT services.

Other debtors

Included in other debtors are balances due from the following Directors, and former Directors, in respect of bonuses incorrectly awarded in 2022 and deemed to be held in trust. Chris Theis £87,369 (30 June 2022: £137,369; 31 December 2022: £137,369), Brent Fitzpatrick £Nil (30 June 2022: £83,005; 31 December 2022 £50,667), Jack Allardyce £Nil (30 June 2022: £96,268; 31 December 2022 £Nil), Nicholas Tulloch £Nil (30 June 2022: £38,968; 31 December 2022 £Nil).  

13. POST PERIOD EVENT

In June 2023 the Company raised (before expenses) £517,000 through a placing of 1,034,000,000 new ordinary shares at a price of 0.05 pence each. Given the placing price was below the nominal value of 0.1 pence per ordinary share, the placing was conditional on the passing of capital reorganisation resolutions, including the subdivision of the each existing ordinary share into one new ordinary share of 0.01p and one deferred share of 0.09p. These resolutions were duly passed at the Company's AGM on 19 July 2023, with the shares subsequently issued and admitted to trading. The Company also agreed to issue 51,700,000 warrants to Peterhouse Capital Limited and other advisers to the Company for services provided in connection with the Placing. The warrants have an exercise price of 0.05 pence, and expire one year from admission.

 

END