Results for the year ended 31 March 2017

Monchhichi plc

("Monchhichi" or "the Company")

Audited Results for the year ended 31 March 2017

Re-alignment of Board Responsibilities and future organisational requirements

Advanced discussions on disposal of Legacy Investments

Monchhichi announces its audited results for the year ended 31 March 2017, together with re-alignment of Board responsibilities in preparation for recruitment of additional executive and non-executive members of the team after completion of the proposed initial investment previously announced.

The accounts for the year ended 31 March 2017 will be posted to shareholders shortly and will be available on the Company's website at http://www.monchhichi.life/ later today.

Market Abuse Regulation

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Enquiries:

Chairman's Statement

On 23 December 2016 the previous Directors stepped down from the Board and my fellow Directors and I were appointed. In the Strategic Report, we describe the bespoke Investment Policy that was adopted shortly following our appointment. The Directors are confident that based on their collective experience, knowledge, capabilities and determination a select number of complementary conviction investments can be made. We believe that over time this will lead to a complete transformation of both the Company's and our shareholders' fortunes.

The Past: Tragic Galore!

I would like to point out that prior to our appointment as Directors, we were actively assessing two interesting and significant investment opportunities that required for us to be fully "battle-ready" during the first calendar half of 2017. This meant that Monchhichi should have had (i) a clean quoted Company (ii) a cohesive Board (iii) the appropriate capital framework and structure (iv) experienced international / sector advisors plus (v) no unwarranted speculation, rumours and or other potential distractions.

Despite early encouraging signals, it turned out that, after multiple diversions, we had spent an amount of both time and money which rendered a complete clean-out as the only way forward to secure the correct position for our shareholders. Looking back, we took the right decision and in an expedited fashion, the situation has now been cleaned up. In stark contrast, to the costs and write-offs of the past, the new Directors and initial cornerstone investor have to date already invested more than £3 million in the Company.

The Start: Solid Foundation

By Q1 2017, being the Company's fourth financial quarter, we had cleaned up the position and ensured that through a range of pro-active sequential actions Monchhichi could at last start to present itself as a credible investee partner.

We have now announced our intention to move from our current AIM listing to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's main market for listed securities. This is a pre-emptive move to accommodate future conviction acquisitions as well as to enable major international institutional investors to participate in our development from an early stage.

As part of this process we are seeking shareholder approval for an extension of our Investment Policy to include the ability to acquire majority interests in investee companies and make investments in quoted companies.

Moreover, it is our expectation that during the coming year further complementary Board appointments shall be made, our reach into the main international institutional market will expand with the start of research coverage and we plan to introduce a pro-active and comprehensive investor communication program from our financial Q4 onwards.

Organisation Set-up and Requirements

There is a clear and concise plan to transform Monchhichi into a mainstream alternative player in the technology, media and internet space globally. With the impending closing of the first transaction and concurrent move to the Standard List of the Main Market the Board shall now pursue the recruitment of a full time executive team. Their drive, determination and all out commitment combined with relevant experience shall be essential to ensure that we can deliver the right results for all our stakeholders in the future. As a first step in this transition, Jean Pascal Tranie has now returned to his previous role as Non-Executive Director (NED) such that he can positively challenge the future investment and acquisition plans. I now return to the role of Executive Chairman and expect to retain that position until such time that a full time Chief Executive Officer becomes fully operational.

In the near-term Felipe Wallace Simonsen will continue to be Finance Director although it is the Board's collective view that with the rapidly growing importance of this role including acting as the interface with the investment community a full-time Finance Director should ideally be based out of Europe.

Finally, it is the intention that two further highly qualified and internationally experienced NEDs are appointed during the next twelve months. The Company has recently formed an Audit Committee as well as a Remuneration Committee and the Board shall on a regular basis review that its composition, remit and prevailing corporate governance and other procedures adhere to the highest standards.

Conviction Investments

As mentioned in previous statements, Monchhichi's plan is to make a series of cohesive and meaningful Conviction Investments ("CI") and acquisitions that display a clear existing industry validation and growth trajectory in the Technology, Media and Internet sectors.

We are at the final stage of completing the first of such Conviction Investments and look forward to informing our shareholders in the very near term about the details of this exciting investment.

The Future

Investments are about quality rather than quantity. Being totally decisive when your experience, curiosity, gut and deep dive assessment tells you it's right even when others might not agree, not get it or not be prepared to take the plunge. We shall always endeavour to ensure we obtain the right "cornerstone position" and thereafter with complete conviction and relentless focus pro-actively help the talent we invest in to be able to successfully execute their plans par excellence.

Will we find at the right time and invest in the next generation Apple, Netflix, Facebook, Amazon or Tencent? You bet we shall give it our best shot. The world requires more inclusive entrepreneurship through authentic and new collaboration initiatives. The likely result will be outstanding social and human centric innovations that future generations simply shall not wish to live without.

We now have a solid foundation….created in an incredibly short period of time and we are confident that once CI One is completed it shall prove an outstanding long-term winner and that likewise complementary investment opportunities will become available to Monchhichi. When these can be secured we shall act decisively and with vigour. The move to trading on the Standard List of the Main Market should assist us over time in increasing our international institutional shareholder reach and base and thus materially improve liquidity in the shares. This will go hand-in-hand with the appointment of additional members of the team, in both executive and non-executive capacities. We are therefore excited and confident about what the future will bring for all our existing and future stakeholders.

S Fry

Executive Chairman

19 September 2017

The Directors' present their Strategic Report and consolidated financial statements for the year ended 31 March 2017.

Review of the Business

The Company is in advanced discussions to dispose of the entire equity interest of Viet Energy Ltd and MOWISAT Mexico SAPI for a total cash consideration of £600,000. As a result of these ongoing discussions (and no other parties being interested in the acquisition of these investments) the Directors have concluded that the carrying value should be impaired by £300,000. The Directors consider that it is not possible to specifically allocate the £300,000 impairment against either of the two investments.

Validation

Prior to making an investment, it is essential to have a clear understanding of the rapidly and ever evolving dynamics of the TMI sector. The collective experience, extensive global network and industry access of the Directors provide us with a broad ranging perspective and allows us to be selective when it comes to reviewing meaningful investment opportunities. We expect to focus on those investment options which in our view have already obtained demonstrable validation within their sector, with credible and proven management teams and clear medium term visibility of accomplishing inflection catalysts that could propel them into becoming a future category leader.

Conviction

The TMI sector is presently dominated by a handful of global titans and a select number of well-known vertical niche market leaders. Achieving success requires relentless focus, determination and a real proprietary

 edge. We expect that, when we decide to make an investment, we will wish to do so by taking "cornerstone" but non-controlling positions, typically in the range of 10%-30%, of the capital of the investee businesses. We therefore wish from the outset to create the right capital framework such that, over time, your Company will be properly funded and can use a combination of cash and equity as the means to make these cornerstone investments.

Proactive Assistance and Endurance

Talented entrepreneurial teams require support behind the scenes. We wish to engage with the management and their employees, positively challenge them, pro-actively assist them, and provide them with creative solutions and options that otherwise might not be available to them.

Longevity

We intend to let our investments develop, and not have any particular exit horizon. Our philosophy will be based on progressive capital growth delivered through a select number of complementary investments that, over time, can benefit all stakeholders. The proposed investing policy is set out below.

"To acquire a diverse portfolio of direct and indirect interests in the technology, media and internet sectors. Investments may be made in shares, or by the acquisition of assets (including the intellectual property) of a relevant business, or by entering into partnerships or joint venture arrangements, or in units in open ended investment companies, exchange traded funds, commodities and futures contracts. Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue). Investments may also be in any type of financial instrument that the Board deems to be beneficial to increasing shareholder value.

The Company may be an active or a passive investor depending on the nature of the individual investments. Although the Company intends to be a medium to long-term investor, there is no minimum or maximum limit on the length of time that any investment may be held and short term investments may be made. There will be no limit on the number of projects which the Company may invest in, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover. The Company will carry out an appropriate due diligence exercise on all potential investments and, where appropriate or required, with the assistance of professional advisers. While the directors intend to take into account funds available for investment when assessing the amount of any investment and the spread of investments, it is not proposed that there be any maximum investment limit. The Company will require additional funding as investments are made and new opportunities arise. The directors may offer new Ordinary Shares by way of consideration, as well as cash, thereby helping to preserve the Company's cash resources for working capital. The directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares of the Company. Investments will be long only. The Company may, in appropriate circumstances, issue debt securities or otherwise borrow money to complete an investment. The Board's principal focus will be on achieving capital growth for shareholders.

We wish to develop a portfolio of meaningful investment positions in exciting TMI companies. It is our intention that the proposed new investing policy will allow you as existing shareholders, together with any future shareholders, to become part of a positively challenging and hopefully rewarding journey.

Our collective focus is on the long term successful and progressive development of the Company. We wish to ensure that, from the outset, you as an existing shareholder in the Company understand that we will endeavour to enable you to proactively participate in the Company's future success. Your Board is excited and enthused by the opportunities facing the proposed new team and we are confident that our collective network will not only provide some excellent investment opportunities but will also provide a real differentiator in working closely with the management and employees of our future investee companies."

Proposed extension to core Investment Policy

As part of the proposed move to the main market of the London Stock Exchange we shall concurrently request for shareholders to approve for us to be able to obtain majority equity holdings and investments in quoted companies.

For the year ended 31 March 2017

As permitted by section 408 of the Companies Act 2006, the profit or loss element of the Parent Company Statement of Comprehensive Income is not presented as part of these financial statements. The Group loss for the financial period of £2,009,793 (2016 - £582,861) includes a loss of £2,017,631 (2016 - £582,220), which was dealt with in the financial statements of the Company.

* The share reclassification in the year ended 31 March 2016 was to correct the allocation between share capital and share premium for shares issued in prior years. This had no effect on the number of shares in issue.

1. BASIS OF PRESENTATION

Basis of presentation and statement of compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and as adopted by the European Union.

Basis of consolidation

The Group financial statements include the financial statements of the Company and its dormant subsidiary undertaking Mercom Oil Sands Canada Inc., a company incorporated in Canada. The results of subsidiary undertakings sold or acquired are included in the Consolidated Statement of Comprehensive Income up to, or from the date control passes. Intra group sales and profits are eliminated fully on consolidation.

Functional currency

The presentational and functional currency of the Group and Company is U.K Pounds Sterling.

Significant accounting estimates and judgments

The preparation of these financial statements requires management to make judgements and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these judgments and estimates. The financial statements include judgments and estimates which, by their nature, are uncertain. The impacts of such judgments and estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognised in the period in which the estimate is revised and the revision affects both current and future periods.

Significant assumptions about the future and other sources of judgments and estimates that management has made at the statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

· The accounting treatment of the available for sale financial assets;

· The valuation of available for sale financial assets; and

· The judgment that significant influence is not exercised by the Group over any of the investments as detailed in note 8.

Going concern

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to a going concern, which assume that the Group will be able to realise its assets and discharge its liabilities in the normal course of operations. The Group has no current source of operating revenues and its capacity to operate as a going concern in the near-term will likely depend on its ability to continue raising equity or debt financing. There can be no assurance that the Group will be able to continue to raise funds in which case the Group may be unable to meet its obligations. Should the Group be unable to realise on its assets and discharge its liabilities in the normal course of business, the net realisable value of its assets may be materially less than the amounts recorded in the Consolidated and Company Statements of Financial Position.

The Directors consider that given the level of expenses the Group expects to incur and the significant cash reserves held by the Group will be sufficient to continue in operation and meet its liabilities as they fall due for a period of no less than twelve months from the date of approval of these financial statements.

The financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Group be unable to continue in operation.

2. SIGNIFICANT ACCOUNTING POLICIES

Investments

Investments in subsidiaries, associates and joint ventures, and other investments are presented in the Parent Company financial statements at cost, less any necessary provision for impairment.

Associates

Associates are entities over which the Group exercises significant influence but does not exercise control. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost, which includes goodwill identified on acquisition, net of any accumulated impairment loss. The Group's share of its associate's profits or losses after acquisition of its interest is recognised in profit or loss and cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Where the Group's share of losses of an associate equals or exceeds the carrying amount of the investment, the Group only recognises further losses where it has incurred obligations or made payments on behalf of the associate.

Entities where the Group has a holding of 20% or more but does not exercise significant influence are accounted for as available for sale financial assets. Significant influence is not therefore considered to be exercised in respect of the available for sale financial assets detailed in note 8 as in all cases the Company has no right to appoint directors and has no ability to influence the strategic and operational decisions taken.

Financial assets

Available for sale financial assets consist of equity investments in other companies or limited partnerships where the Group does not exercise either control or significant influence.

Available for sale financial assets are shown at fair value at each reporting date with changes in fair value being shown in Other Comprehensive Income, or at cost less any necessary provision for impairment where a reliable estimate of fair value is not able to be determined.

All assets for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

· Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

· Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

· Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

The valuation technique applied to the available for sale financial assets in the current period is a Level 3 technique.

Corporation tax

Corporation tax on the profit or loss for the period presented comprises current and deferred tax. Corporation tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the period end.

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Deferred tax is recorded using the asset and liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not-deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the period end date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. To the extent that the Group does not consider it probable that a future tax asset will be recovered, the tax asset is not recognised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Cash and cash equivalents

Cash and cash equivalents consist of cash on deposit with banks and short-term interest-bearing investments with maturities of 90 days or less from the original date of acquisition. Cash and cash equivalents are recorded at fair value and changes in fair value would be reflected in profit or loss in the Consolidated Statement of Comprehensive Income. Cash and cash equivalents at the year end include £1,199,679 (2016:£nil) which are held by the Company's legal and PR communications advisors.

Warrants

Warrants issued are accounted for using the fair value method and result in share issue costs and a credit to the warrants reserve when the warrants are issued. When warrants are exercised, the corresponding warrant fair value and the proceeds received by the Group are credited to share capital. When warrants expire, the corresponding fair value is credited to the accumulated deficit.

Loss per share

Basic loss per share is calculated using the weighted average number of shares outstanding. Diluted loss per share assumes that any proceeds from the exercise of dilutive stock options and warrants would be used to repurchase Ordinary shares at the average market price during the period, with the incremental number of shares being included in the denominator of the diluted earnings per share calculation.

During the year ended 31 March 2017, all issued and outstanding warrants and options were anti-dilutive and were excluded from the diluted loss per share calculations.

Foreign currency translation

The functional and presentational currency of the Group is U.K Pounds Sterling. Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on dates of transactions. At each period end date monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to U.K Pounds Sterling at the exchange rate at that date. Foreign exchange differences arising on translation are recognised in profit or loss in the Consolidated Statement of Comprehensive Income. Non-monetary assets and liabilities that are measured at historical cost are translated using the exchange rate at the date of the transaction.

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of assets

At each period end date, assets are reviewed for impairment if there is any indication that the carrying amount may not be recoverable. If any such indication is present, the recoverable amount of the asset is estimated in order to determine whether impairment exists. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit (CGU) to which the asset belongs. Any intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

An asset's recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amount. Impairment is recognised immediately as additional depreciation. Where an impairment subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount but only to the extent that this does not exceed the carrying value that would have been determined if no impairment had previously been recognised. A reversal is recognised as a reduction in the depreciation charge for the period.

Share issue costs

Costs incurred for the issue of Ordinary shares are deducted from the share premium arising on that issue.

Revenue recognition

The Group did not generate revenue in the current or previous year.

Financial Instruments

Financial assets

The Group classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Group's accounting policy for each category is as follows:

Fair value through profit or loss - This category comprises derivatives, or assets acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the Consolidated and Company Statements of Financial Position at fair value with changes in fair value recognised in the Consolidated Statement of Comprehensive Income.

Loans and receivables - These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default.

Held-to-maturity investments - These assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group's management has the positive intention and ability to hold to maturity. These assets are measured at amortised cost using the effective interest method. If there is objective evidence that the investment is impaired, determined by reference to external credit ratings and other relevant indicators, the financial asset is measured at the present value of estimated future cash flows. Any changes to the carrying amount of the investment, including impairment losses, are recognised in profit or loss.

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Available-for-sale - Non-derivative financial assets not included in the above categories are classified as available-for-sale. They are carried at fair value with changes in fair value recognised in Other Comprehensive Income. Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment, the amount of the loss is removed from Other Comprehensive Income and recognised in profit or loss.

All financial assets except for those at fair value through profit or loss are subject to review for impairment at least at each reporting date. Financial assets are impaired when there is any objective evidence that a financial asset or a group of financial assets is impaired. Different criteria to determine impairment are applied for each category of financial assets, which are described above.

Financial liabilities

The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the asset was acquired. The Group's accounting policy for each category is as follows:

Fair value through profit or loss - This category comprises derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the Consolidated and Company Statements of Financial Position at fair value with changes in fair value recognised in profit or loss.

Other financial liabilities - This category includes promissory notes, amounts due to related parties and accounts payables and accrued liabilities, all of which are recognised at amortised cost.

The Group's financial instruments consist of the following:

Cash and cash equivalents Loans and receivables

Other receivables Loans and receivables

Accounts payable and accrued liabilities Other financial liabilities

During the year ended 31 March 2017 the Group adopted a number of new IFRS standards, interpretations, amendments and improvements to existing standards. These new standards and changes did not have any material impact on the Company's financial statements.

The following IFRS and IFRIC Interpretations have been issued but have not been applied by the Group in preparing these financial statements as they are not as yet effective and in some cases had not yet been adopted by the EU. The Company intends to adopt these Standards and Interpretations when they become effective, rather than adopt them early.

· IFRS 9, 'Financial Instruments'

· IFRS 15, 'Revenue from Contracts with Customers'

· IFRS 16 'Leases'

· IFRS 10 and IAS 28 (amendments), 'Sale or Contribution of Assets between an Investor and its Associate or Joint Venture'

· Amendments to IFRS 2, 'Classification and Measurement of Share-based Payment Transactions'

· Amendments to IAS 7, 'Disclosure Initiative'

· Amendments to IAS 12, 'Recognition of Deferred Tax Assets for Unrealised Losses'

The directors do not expect that the adoption of the Standards listed above will have a material impact on the Group in future periods except that IFRS 9 will impact both the measurement and disclosure of financial instruments and IFRS 15 may have an impact on revenue recognition and related disclosures when the Group becomes revenue generative. Beyond this, it is not practicable

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

to provide a reasonable estimate of the effect of IFRS 9 and IFRS 15 until a detailed review has been completed. 

IFRS 16 is a significant change to leasee accounting and all leases will require balance sheet recognition of a liability and a right-of-use asset except short term leases and leases of low value assets. The effect on the Group in the future cannot be accurately quantified at this stage.

A number of IFRS and IFRIC interpretations are also currently in issue which are not relevant for the Group's activities and which have not therefore been adopted in preparing these financial statements.

3. CAPITAL AND FINANCIAL RISK MANAGEMENT

The capital of the Group consists of shareholders' equity. The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to pursue the development of its financial assets and to maintain optimal returns to shareholders and benefits for other stakeholders.

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Group may attempt to issue new shares or debt, dispose of assets, or adjust the amount of cash and cash equivalents.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Group, is reasonable. There were no changes in the Group's approach to capital management during the year ended 31 March 2017. The Group is not subject to externally imposed capital requirements.

Credit risk

All the Group's cash and cash equivalents are held with well-known and established financial institutions except as detailed in note 2. As such, management considers credit risk related to these financial assets to be minimal. The Group's maximum credit risk exposure is limited to the carrying value of its cash and subscriptions receivable. At 31 March 2017 the Group had no material amounts deemed to be uncollectible.

Commodity price risk

The Group is currently in its development stage and as such the exposure to fluctuations in commodity prices is not actively managed.

Interest rate risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Group does not have a material exposure to this risk as there are no outstanding debt facilities.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The Group ensures, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, without incurring unacceptable losses or harm to the Group's reputation.

The Group utilises authorisation for expenditures to further manage capital expenditures and attempts to match its payment cycle with available cash resources.

3. CAPITAL AND FINANCIAL RISK MANAGEMENT

Foreign currency risk

The Group is exposed to foreign currency fluctuations on its cash and cash equivalents which is denominated in U.K. Pounds Sterling and Canadian dollars.

4. LOSS FOR THE YEAR BEFORE TAXATION

5. EXCEPTIONAL ITEMS

The year ended 31 March 2017 has been one of transformational change resulting in a complete change of management, advisers and future direction for the Company. This has involved significant one-off costs which are itemised in this note. On 21 October 2016 the Company announced that it was in discussions with Calvet, an activist shareholder, regarding a proposal to replace the Board. On 23 December 2016 the then Directors resigned and the current Board was appointed.

The professional costs associated with the initial approach from Calvet, the subsequent submission to the Panel on Takeovers and Mergers and the fees of both the exiting and incoming nominated advisors, legal advisors and other professional advisors amounted to £1,140,243, of which £530,000 was settled by the issue of shares at 40p per share, as detailed in note 4.

Additionally, the termination costs in January 2017 of the Company's previous Nominated Advisor and its previous two joint brokers amounted to £59,587 and the termination costs of the previous Board amounted to £138,000 less the contributions payable under their Settlement Agreements of £142,111 as detailed in note 6.

5. EXCEPTIONAL ITEMS (continued)

On 28 May 2014, the Company made a £300,000 investment in Viet Energy Ltd and on 17 October 2016 the Company made a £600,000 investment in a Mexican fintech company MOWISAT Mexico SAPI. The Company is in advanced discussions to dispose of the investments in Viet Energy Ltd and MOWISAT Mexico SAPI for a total cash consideration of £600,000. As a result of these ongoing discussions (and no other parties being interested in the acquisition of these investments) the Directors have concluded that the carrying value should be impaired by £300,000. The Directors consider that it is not possible to specifically allocate the £300,000 impairment against either of the two investments.

The exceptional item in the prior year relates to an impairment of the Group's investments in Lion Natural Resources Limited of £200,000 and Maverick Petroleum Ltd of £68,632.

The impairment of the investment in Lion Natural Resources Limited was a result of (i) Askia Gold Limited being dissolved and (ii) the uncertainty of the ability of Advance Gold Corp. to continue in business, both being underlying investments of Lion Natural Resources Limited. The impairment of Maverick Petroleum Ltd was due to the return of the option to acquire the Sadiq Oil Concession by the company, its only asset. There has been no change in the status of these companies in the year ended 31 March 2017.

6. EMPLOYEES

7. TAXATION

8. INVESTMENTS

Group and Company

a) Available for sale financial assets

The cost represents investments in the following companies:

The impairment in the year is in respect of MOWISAT Mexico SAPI and Viet Energy Ltd and in the prior year in respect of Lion Natural Resources Limited and Maverick Petroleum Ltd, as detailed in note 5.

The accounting treatment of the investments in Lion Natural Resources Limited and Viet Energy Ltd as available for sale financial assets and not as associates is detailed in note 2. These investments are measured at cost less impairment as also detailed in note 2 as it is not possible to reliably measure a fair value.

The Company is in advanced discussions to dispose of the investments in Viet Energy Ltd and MOWISAT Mexico SAPI for a total cash consideration of £600,000. As a result of these ongoing discussions (and no other parties being interested in the acquisition of these investments) the Directors have concluded that the carrying value should be impaired by £300,000. The Directors consider that it is not possible to specifically allocate the £300,000 impairment against either of the two investments.

8. INVESTMENTS (continued)

This company is in the process of being dissolved and has been fully impaired at 31 March 2017 and 2016.

9. TRADE AND OTHER RECEIVABLES

10. TRADE AND OTHER PAYABLES

11. RELATED PARTY TRANSACTIONS AND BALANCES

During the year Captor Capital Corp, formerly NWT Uranium Corp., company in which J Zorbas, a director of the Company in the year, has an interest, charged the Group £28,860 for office space and staff expenses.

12. SHARE CAPITAL

(*) 1,450,000 of these shares were issued after the year end and are therefore not included in the total issued number of shares at the year end.

c) Share options

On 31 December 2016 the Board adopted the Directors and Senior Management Option Scheme. The initial exercise price under the Scheme was set at 35p per share, representing a premium of 19.7% to the closing mid market price of 29.25p per share on 30 December 2016. There was a subsequent grant made on 29 March 2017 with an exercise price under the Scheme at 80p per share, representing a premium of 139% to the closing mid market price of 33.5p per share on 28 March 2017.

12. SHARE CAPITAL (continued)

The options granted on 31 December 2016 and 29 March 2017 are exercisable at 35p per share and 80p per share respectively. All options vest over a three year period with 40% at the end of the first year, a further 30% at the end of the second year and the final 30% at the end of the third year. The blended average price per outstanding option is 55.3p per share.

The maximum number of options that can be granted under this scheme is set at 10 million.

It is the stated objective of the new Board that their interests will be strongly aligned with shareholders, being well rewarded only in the event of significant shareholder value creation in the medium to long term.

13. LOSS PER ORDINARY SHARE 

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 year.

Diluted loss per share is calculated by adjusting the weighted average number of Ordinary shares in issue to assume the conversion of all dilutive potential ordinary shares at the start of the period. The Company's dilutive potential Ordinary shares arise from warrants. In respect of the warrants a calculation is performed to determine the number of shares that could have been acquired at fair value, based upon the monetary value of the subscription rights attached to the outstanding warrants. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the warrants.

Headline loss per ordinary share is also shown. This excludes exceptional items of £1,495,719 (2016: £268,632) and shows the loss per ordinary share on an underlying basis at (1.7p) (2016: (1.9p)).

14. ULTIMATE CONTROLLING PARTY

In the opinion of the Directors there is no ultimate controlling party.

15. SUBSEQUENT EVENTS

Post year end the Company announced that it is in an advance stage to complete its first major conviction investment. It furthermore announced its intentions to seek Admission of the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's main market for listed securities.