Final Results

30 July 2018

LIMITLESS EARTH PLC
("Limitless" or the "Company")

Final Results for the year to 31 January 2018

The Company announces its final results for the year to 31 January 2018.

For further information, please contact:

Limitless Earth plc                                                 +44 (0) 7780 700 091
Guido Contesso                                                          www.limitlessearthplc.com    

Cairn Financial Advisers LLP                                +44 (0) 20 7213 0880
Nominated Adviser                                                     www.cairnfin.com
Jo Turner/Tony Rawlinson                                       

Peterhouse Corporate Finance Limited                 +44 (0) 20 7469 0930 
Broker                                                                        www.pcorpfin.com
Peter Greensmith/Charles Goodfellow                                              


Chairman’s Statement

Our focus is on identifying opportunities built on a strategy of demographic trend investing, where the changing patterns of consumer behaviour and population are key drivers of growth and to target investments which show the potential to generate returns through capital appreciation.

Within the broader field of demographic trend investing, the board is initially concentrating on cleantech, life sciences and technology as core sectors. The board is acutely aware of the importance of making the right investment in the right sector at the right time. Accordingly, the board rejects most of the investment opportunities presented to it and considers it a strength of the board to be able to source a broad range of attractive opportunities and chose only the best of these.  To date we have made five investments into four companies in these sectors and the nature of our investment has varied from equity through to convertible loans.  The company is well funded with cash and cash equivalents at the reporting date of £648,333 which supports it being selective.

During the period under review, we are very pleased to have made a further investment in Saxa Gres S.p.A and to have converted our investment in V-Nova. Saxa Gres is a specialist waste recycling industrial business that produces high quality tiles having been acquiring in a distressed turnaround.  In respect of V-Nova, we converted our investment following V-Nova’s public announcements which include, inter alia, Eutelstat, the biggest European Satellite operator, becoming a minority shareholder in the company, Thaicom selecting the company’s technology for their UHD services and the rate of growth of its business in India.

Both these companies are gathering momentum in their fields and we look forward to watching how these investments develop.

Guido Contesso
Chief Executive Officer



Income Statement and Statement of Comprehensive Income

for the year ended 31 January 2018

Year to
31 January
Year to
31 January
2018 2017
Continuing operations £ £
Administrative expenses (218,741) (185,244)
Operating loss (218,741) (185,244)
Finance Income 54,103 43,136
Loss before taxation (164,638) (142,108)
Taxation - -
Loss for the year (164,638) (142,108)
Total Comprehensive loss for the year (164,638) (142,108)
Loss per share:
Basic and diluted loss per share  (0.25p)  (0.22p)

There are no items of other comprehensive income.


Statement of Financial Position

As at 31 January 2018

2018 2017
£ £
Current assets
Investments  1,603,268  1,296,443
Trade and other receivables 39,128 45,102
Cash and cash equivalents 648,333 1,141,584
Current and Total Assets 2,290,729 2,483,129
Current Liabilities
Trade and other payables (53,720) (81,482)
Net Assets 2,237,009 2,401,647
Equity
Issued Share Capital 654,000 654,000
Share Premium 2,350,630 2,350,630
Share warrant reserve 14,095 14,095
Retained Earnings (781,716) (617,078)
Total Equity 2,237,009 2,401,647

The financial statements were approved and authorised for issue by the Board 30 July 2018.

Nilesh Jagatia
Director                                                                                         

Limitless Earth plc Registered No.  08810879


Statement of Changes in Equity

for the year ended 31 January 2018

Share capital Share premium Share warrant reserve Retained earnings Total
£ £ £ £ £
At 31 January 2016 654,000 2,350,630 14,095 (474,970) 2,543,755
Changes in Equity for the period ended 31 January 2017
Comprehensive income
Total comprehensive loss for the year - - - (142,108) (142,108)
At 31 January 2017 654,000 2,350,630 14,095 (617,078) 2,401,647
Changes in Equity for the period ended 31 January 2018
Comprehensive income
Total comprehensive loss for the year - - - (164,638) (164,638)
At 31 January 2018 654,000 2,350,630 14,095 (781,716) 2,237,009


Statement of Cash Flows

for the year ended 31 January 2018

Year to
31 January
Year to
31 January
2018 2017
£ £
Cash flows from operating activities
(Loss) for the year before tax (164,638) (185,244)
Finance income (54,103) (1,392)
Decrease/(increase) in receivables 5,974 (43,710)
(Decrease/increase in payable (27,762) 6,492
Net cash outflow from operating activities (240,529) (223,854)
Cash flows from investing activities
Finance income received net 54,103 43,136
Purchase of investments (306,825) (208,102)
Net cash outflow from investing activities (252,722) (164,966)
Net decrease in cash and cash equivalents during the year (493,251) (388,820)
Cash at the beginning of year 1,141,584 1,530,404
Cash and cash equivalents at the end of the year 648,333 1,141,584


Notes

1.    General information

Limitless Earth Plc is a company incorporated and domiciled in the United Kingdom. The Company is a public limited company, which is listed on the AIM market of the London Stock Exchange. The address of the registered office is 30 Percy Street, London, W1T 2DB.

The Investing Policy is to invest principally, but not exclusively, in sectors where changing demographic factors are important drivers of growth. The Company intends to focus initially on projects located in Europe but will also consider investments in other geographical regions. The Company may become an active investor, acquire controlling stakes or minority positions, in each case, as the Board considers appropriate and commercial.

The financial statements are presented in British Pounds Sterling, the currency of the primary economic environment in which the Company’s operates from.

The summary above is an extract of the report and accounts to 31 January 2018, which should be read in full.  References to page numbers and notes are in relation to the full report.

2.    Investments held for trading

2018
£
2017
£
At 1 February 1,296,443 1,088,341

   

Cost of investment purchases 306,825 208,102

   

Fair value adjustment - -
31 January – Investments at fair value 1,603,268 1,296,443
Categorised as:
Level 3 – Unquoted investments 1,603,268 1,296,443
1,603,268 1,296,443

Chronix Biomedical Inc (“ Chronix”)

On 8 October 2015 the Company made an investment in Chronix of US$500,000 (approximately £329,511) in the series I round of convertible preference stock (“Series I Stock”) at a price of US$0.40 per share. On a fully diluted basis, considering all classes of common and preference stock in issue, at the date of investment, Limitless’ investment represented 0.72% of Chronix’s issued share capital and values Chronix at approximately US$69 million.

V-Nova International Ltd (“V-Nova”)

On 18 December 2015, the Company made a cash investment of £500,000 in V-Nova , a company that specialises in Advanced Signal & Data Compression Solutions. The investment was through the acquisition of £500,000 worth of Convertible loan notes. These notes were converted on 4 April 2017 at a 20% discount to the preferential valuation of V-Nova at the time, of £100 million.

On 5 April 2017, the Company announced that it was granted the right to exercise an early conversion of the £500,000 loan note with V Nova Ltd into 7,284,382 Series B1 Participating shares at a 20% discount to a preferential valuation for V-Nova at £100 million.

Saxa Gres S.A (‘”Saxa”)

On 23 December 2015, the Company invested €350,000 (approximately £258,830) in Saxa.  As a first round subscriber, Limitless has also been granted an option to acquire 1.1655 per cent. of the equity in Saxa at nominal value with the intention that, once the bonds have been repaid, Limitless will be able to maintain an interest in Saxa of approximate value to the bond investment.

On 21 March 2017, Limitless announced that it has increased its investment in Saxa Gres by acquiring a further 267 Notes for a value of €267,000. These Notes were also accompanied by options to acquire shares in Saxa Gres, in this case to acquire another 1.333% of its equity share capital with each option having an exercise price of €1. In total, Limitless had options to acquire approximately 2.5% of the equity share capital of Saxa Gres at an exercise price of €1 per share.

On 16 November 2017, the company announced that it has made a further investment in Saxa Gres S.p.A. of approximately EUR €75,000.  Saxa Gres was raising funds, via an increase in its share capital, in order to invest in a new production line it required to meet a significant increase in orders. Limitless participated alongside two sizable credit funds in order to maintain its interest in Saxa Gres.

Exogenesis

On 6 May 2016, the Company made an investment in Exogenesis, a nanotechnology company which has developed nanoscale surface modification technology to, inter alia, improve the safety and efficacy of implantable medical devices and is being used to develop next generation microscopy tools for DNA analysis.

The Company invested US$300,000 (approximately £200,000) in the Exogenesis senior convertible notes which accrued an 8 % annual interest (“Notes”).  The Notes, together with accrued interest, were convertible into Exogenesis series B preferred stock at a price of US$0.382 per share or, at the option of Limitless, into Exogenesis series C preferred stock at a 20 % discount to the issue price at the time of the next financing.

3.Loss Per Share

(a)   Basic

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

2018 2017
£ £
Loss from continuing operations attributable to equity holders of the company  (164,638)  (142,108)
Weighted average number of ordinary shares in issue  65,400,000  65,400,000
 Pence  Pence
Basic (loss) per share from continuing operations  (0.25)  (0.22)

(b)   Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. No share warrants outstanding at 31 January 2018 were dilutive and all such potential ordinary shares are therefore excluded from the weighted average number of Ordinary shares for the purposes of calculating diluted earnings per share. Details of warrants outstanding are given in note 17.

4.Posting of Accounts

The Company will shortly post a copy of the Report and Accounts for the year ended 31 January 2018 to all shareholders.

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