8 June 2017

 

 

Polemos plc

("Polemos" or the "Company")

 

Audited results for the year ended 31 December 2016

Notice of AGM

The Company is pleased to announce the publication of its annual report and audited financial statements for the year ended 31 December 2016 ("the Accounts"), extracts from which are set out below. The Company has also posted the Notice of Annual General Meeting ("AGM") to Shareholders and the AGM is due to be held at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 10.30 a.m. on 3 July 2017.  The Accounts and a copy of the Notice of AGM have been posted to Shareholders and are available on the website www.polemos.co.uk .

For further information, please contact:

 

Polemos plc Hamish Harris	+44 (0)20 7440 0640
Beaumont Cornish Limited (Nominated Adviser and Broker) James Biddle Michael Cornish	+44 (0)20 7628 3396
Peterhouse Corporate Finance (Joint Broker) Lucy Williams	+44 (0)20 7469 0930

Extracts from the Accounts are set out below:

STRATEGIC REPORT

 

The Directors are pleased to present the Strategic Report on the Company for the year ended 31 December 2016.

 

Activities, Business Review and Strategy

 

On 18 January 2016, Donald Strang stepped down as Executive Chairman and Hamish Harris replaced him as the Company's Executive Chairman. Mr Jason Berry also joined the board at that date as a non-executive director. Sadly in November 2016, Jason Berry died suddenly. He was only 47. He was heavily involved in the Company's fund raising and investment identification process. He will be missed. The most fitting tribute we can pay to him is to build further upon the momentum and success he helped to achieve. Our thoughts remain with his family.

 

The Company identified a transaction during Q3 2016 which we spent considerable time reviewing and were very keen to pursue but unfortunately for a number of reasons we were not able to conclude a transaction.  In February 2017 the Company raised £495,000 before expenses through the placing of 1,414,285,714 new Ordinary shares.

 

On June 1 2017, the company announced that it had signed a heads of terms to invest CAD 875,500 (approximately £500,000) into TSX-V listed Oyster Oil and Gas Limited ("Oyster"). The Investment is subject only to the completion of formal documentation which is expected to be finalised very shortly and is being funded from existing cash resources. Based on an enlarged issued share capital of Oyster of approximately 44.8 million shares, the Investment will result in Polemos acquiring a 3.9% equity interest in Oyster.

 

Each share we receive will come with a matching warrant at 55c and in addition, under the terms of the term sheet and conditional on compliance with the rules of the TSX, subject to a floor price of CAD 30c, the effective price at which the Investment is made can be varied to represent a discount of 20% to any further capital raised by Oyster within 12 months of the Investment.

 

Oyster is listed on the TSV Venture Exchange (TSX-V: OY) and is an international energy group focused on oil and gas exploration and production activities in underexplored hydrocarbon basins. Oyster currently operates 4 blocks in the Republic of Djibouti (100% interest); 3 blocks are located onshore and 1 block offshore, and it also operates a 100% working interest in a large onshore block in the Republic of Madagascar. 

 

The investment was made on the basis that Oyster intended to list on AIM as soon as practically possible.  The board's view was that given past experience of oil and gas companies migrating to AIM this would most likely see a dramatic increase in liquidity and likely a decent increase in market cap.

 

Financial Review

 

During the year, the Company made a loss before taxation from continuing operations of £269,000 (2015: £149,000).  There was a weighted loss per share from continuing operations of 0.02p (2015: loss per share of 0.02p).

 

Cash and cash equivalents at 31 December 2016 amounted to £175,000 (31 December 2015: £207,000).

 

Outlook

 

Your Board is continuing to review a number of other investment opportunities in accordance with its investing policy and further announcements will be made as appropriate.

 

The Directors are pleased to present the Strategic Report on the Company for the year ended 31 December 2016.

 

 

 

 

Hamish Harris

Chairman

8 June 2017

 

 

POLEMOS PLC                                                                                                                                                                            

STATEMENT OF COMPREHENSIVE INCOME YEAR ENDED 31 DECEMBER 2016

 

		Year ended 31 December 2016	Year ended 31 December 2015
	Note	£'000	£'000
Revenue		-	-
Administrative expenses		(269)	(149)
Investment income	8	-	-
Operating Loss	9	(269)	(149)
Finance income	10	-	-
Loss before Taxation		(269)	(149)
Taxation	11	-	-
Loss for the Year attributable to equity holders of the Company		(269)	(149)
Other Comprehensive Income:
Other comprehensive income Items that may be subsequently reclassified to profit or loss:
Increase/(decrease) in value of available for sale assets		38	(66)
Total other comprehensive income		38	(66)
Total Comprehensive Income for the Year attributable to equity holders of the Company		(231)	(215)

 

 

Earnings per Share

Attributable to the Equity Holders of the Company during the Year

 

	Note	Pence	Pence
Earnings per share - Basic and diluted	12	(0.02)	(0.02)

 

 

The accounting policies and notes form an integral part of these Financial Statements.

 

POLEMOS PLC                                                                                                                      Company Number: 04606754

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016

 

		31 December 2016	31 December 2015
	Note	£'000	£'000
Assets
Non-Current Assets
Available-for-sale financial assets	13	94	51
		94	51
Current Assets
Trade and other receivables	14	41	13
Cash and cash equivalents	15	175	207
		216	220
Total Assets		310	271
Current Liabilities
Trade and other payables	16	(126)	(97)
Net Assets		184	174
Equity attributable to shareholders
Share capital	17	19,459	19,395
Share premium	17	18,618	18,441
Share based payment reserve		63	63
Available-for-sale asset reserve		(217)	(255)
Retained earnings		(37,739)	(37,470)
Total Equity		184	174

 

 

The Financial Statements were approved and authorised for issue by the board of Directors on 8 June 2017 and were signed on its behalf by:

 

 

 

 

Hamish Harris                                                                                Daniel Maling

Director                                                                                            Director

 

 

The accounting policies and notes form an integral part of these Financial Statements.

POLEMOS PLC                                                                                                                                                                            

STATEMENT OF CHANGES IN EQUITY YEAR ENDED 31 DECEMBER 2016

 

Attributable to equity shareholders

	Share  Capital	Share Premium	Share based Payment reserve	Available for sale asset reserve	Retained  Earnings	Total
	£'000	£'000	£'000	£'000	£'000	£'000
At 31 December 2014	19,395	18,441	63	(189)	(37,321)	389
Shares issued	-	-	-	-	-	-
Share issue costs	-	-	-	-	-	-
Total contributions by and distributions to owners of the Company	-	-	-	-	-	-
(Decrease) in value of available for sale assets	-	-	-	(66)	-	(66)
Loss for the year	-	-	-	-	(149)	(149)
Total Comprehensive Income for the Year	-	-	-	(66)	(149)	(215)
At 31 December 2015	19,395	18,441	63	(255)	(37,470)	174
Shares issued	64	191	-	-	-	255
Share issue costs	-	(14)	-	-	-	(14)
Total contributions by and distributions to owners of the Company	64	177	-	-	-	241
Increase in value of available for sale assets	-	-	-	38	-	38
Loss for the year	-	-	-	-	(269)	(269)
Total Comprehensive Income for the Year	-	-	-	38	(269)	(231)
At 31 December 2016	19,459	18,618	63	(217)	(37,739)	184

 

 

The accounting policies and notes form an integral part of these Financial Statements.

POLEMOS PLC                                                                                                                                                                            

STATEMENT OF CASH FLOWS YEAR ENDED 31 DECEMBER 2016

 

	Note	31 December 2016	31 December 2015
		£'000	£'000
Cash Flows from Operating Activities
Operating loss		(269)	(149)
Adjustments for non-cash items:
Bad debts written-off		1	-
(Gain)/loss on disposal of AFS assets		-	-
Operating cash flows before movements in working capital		(268)	(149)
(Increase) in trade and other receivables		(28)	(9)
Increase in trade and other payables		29	23
Net Cash Used in Operating Activities		(267)	(135)
Cash Flows from Investing Activities
Interest received		-	-
Purchases of available-for-sale financial assets		(4)	-
Proceeds from disposal of available-for-sale financial assets		-	-
Net Cash Used in Investing Activities		(4)	-
Cash Flows from Financing Activities
Proceeds from share issues		255	-
Share issue costs		(16)	-
Net cash generated from Financing Activities		239	-
Net (Decrease) in Cash and Cash Equivalents		(32)	(135)
Cash and cash equivalents at beginning of year	15	207	342
Cash and Cash Equivalents at End of Year	15	175	207

 

 

 

The accounting policies and notes form an integral part of these Financial Statements.

 

1.         General Information

 

Polemos Plc is a public limited company which is quoted on AIM and incorporated and domiciled in the UK. The business of Polemos Plc remains that of an Investment Company, pursuant to Rule 8 of the AIM Rules.

 

The Company's Investing Policy is to invest in any sector which the Directors consider may potentially create value for its Shareholders. The Directors intend initially to seek to acquire a direct or an indirect interest in projects and assets in the natural resources sector, however, they will consider other sectors as, and when, opportunities arise.

 

This investment may be in either quoted or unquoted companies; be made by direct acquisition or through farm-ins; may be in companies, partnerships, joint ventures; or direct interests in particular assets or projects. The Company's equity interest in a proposed investment may range from a minority position to 100 percent ownership and may comprise one investment or multiple investments.

 

Investments in early stage and exploration assets are expected to be mainly in the form of equity, with debt being raised later to fund the development of such assets. Investments in later stage assets are more likely to include an element of debt to equity gearing.

 

The Company intends to deliver Shareholder returns principally through capital growth rather than income distribution via dividends, although it may become appropriate to distribute funds to Shareholders once the investment portfolio matures.

 

The Company may be both an active and a passive investor depending on the nature of the individual investments in its portfolio. Although the Company intends to be a long-term investor, the Directors will place no minimum or maximum limit on the length of time that any investment may be held.

 

There is no limit on the number of projects into which the Company may invest or the proportion of the Company's gross assets that any investment may represent at any time and the Company will consider possible opportunities anywhere in the world.

 

The Directors may offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen contingencies including by way of example, and without limit, delays in collecting accounts receivable, unexpected changes in the economic environment and unforeseen operational problems. The Company may, in appropriate circumstances, issue debt securities or otherwise borrow money to complete an investment. There are no borrowing limits in the Company's Articles of Association. The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the Existing Ordinary Shares.

 

There are no restrictions in the type of investment that the Company might make nor on the type of opportunity that may be considered.

 

Authorisation of financial statements

The financial statements of Polemos Plc for the year ended 31 December 2016 were authorised for issue by the Board on 8 June 2017 and the balance sheets signed on the Board's behalf by Hamish Harris and Daniel Maling.

 

2.             Summary of Significant Accounting Policies

 

The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

 

Basis of Preparation

 

The Financial Statements of Polemos Plc have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRSIC) as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS.

 

The Financial Statements have been prepared under the historical cost convention with modification for the available-for-sale financial assets.

 

The preparation of Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates.  It also requires management to exercise its judgement in the process of applying the Company's accounting policies.  The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant in the Financial Statements are disclosed in Note 4.

 

Going Concern

 

The Directors noted the losses that the Company has made for the Year Ended 31 December 2016.  The Directors have prepared cash flow forecasts for the period ending 31 March 2018 which take account of the current cost and operational structure of the Company.

 

The cost structure of the Company comprises a high proportion of discretionary spend and therefore in the event that cash flows become constrained, costs can be quickly reduced to enable the Company to operate within its available funding.

 

These forecasts demonstrate that the Company has sufficient cash funds available to allow it to continue in business for a period of at least twelve months from the date of approval of these financial statements.  Accordingly, the financial statements have been prepared on a going concern basis.

 

It is the prime responsibility of the Board to ensure the Company remains a going concern. As at 31 December 2016 the Company had cash and cash equivalents of £175,000 and no borrowings. The Company has minimal contractual expenditure commitments and the Board considers the present funds sufficient to maintain the working capital of the Company for a period of at least 12 months from the date of signing the Annual Report and Financial Statements. For these reasons the Directors adopt the going concern basis in the preparation of the Financial Statements.

 

Accounting Policies

 

New standards, amendments and interpretations adopted by the Company

 

New and/or revised Standards and Interpretations that have been required to be adopted, and/or are applicable in the current year by/to the Company, as standards, amendments and interpretations which are effective for the financial year beginning on 1 January 2016 do not have a material effect on the Company financial statements.

 

New standards, amendments and interpretations not yet adopted

 

At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements, were in issue but not yet effective for the year presented:

 

- IFRS 9 in respect of Financial Instruments which will be effective for the accounting periods beginning on or after 1 January 2018.

 

New standards, amendments and interpretations not yet adopted (continued)

 

- IFRS 15 in respect of Revenue from Contracts with Customers which will be effective for accounting periods beginning on or after 1 January 2018.

- IFRS 16 in respect of Leases which will be effective for accounting periods beginning on or after 1 January 2019.

 

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.

 

Financial Instruments

 

The Company determines the classification of its financial assets at initial recognition. The subsequent measurement of financial assets depends on their classification as described below.

 

Available-for-sale financial assets

Available-for-sale financial assets are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months of the end of the reporting period.

 

Available-for-sale financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the income statement.

 

The Company assesses at the end of each reporting period whether there is objective evidence that a financial asset is impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss - is recognised in equity.

 

Trade and Other Receivables

Trade and other receivables are initially measured at fair value, based on their invoice value and subsequently measured at amortised cost using the effective interest method. Appropriate allowances for estimated irrecoverable amounts are recognised in the Statement of Comprehensive Income when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset's carrying amount and the estimated recoverable amount.

 

Trade and Other Payables

Trade and other payables are initially measured at fair value and are subsequently measured at amortised cost using the effective interest method.

 

Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand and demand deposits.

 

Foreign Currency Translation

 

(a)        Functional and Presentation Currency

Items included in the Financial Statements of the Company are measured using the currency of the primary economic environment in which the entity operates ("functional currency"). The Financial Statements are presented in Pounds Sterling (£), which is the Company's functional and presentation currency.

 

(b)        Transactions and Balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement. Foreign exchange gains and losses are presented in the Other Comprehensive Income.

 

Share Capital

 

Ordinary Shares are classified as equity. Share premium is shown as an additional incremental cost directly attributable to the issue of new shares are shown as a deduction, net of tax, in equity from the proceeds.

 

Taxation

 

The tax expense represents the sum of the tax payable for the current period and deferred tax.

 

Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

 

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company and its subsidiaries operate and generate taxable income.

 

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated ?nancial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable pro?t or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

 

Deferred income tax assets are recognised only to the extent that it is probable that future taxable pro?t will be available against which the temporary differences can be utilised.

 

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

 

Share Based Payments

 

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non market-based vesting conditions. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 6.

 

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company's estimate of equity instruments that will eventually vest. At each Statement of Financial Position date, the Company revises its estimate of the number of equity instruments expected to vest as a result of the effect of non market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in the Income Statement such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.

 

Fair value is measured by use of the Black Scholes Model. The expected life used in the model is adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

 

 

3.         Financial Risk Management

 

Financial Risk Factors

 

The Company's activities expose it to a variety of financial risks: market risk (including exchange rate risk and interest rate risk), credit risk and liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets, and seeks to minimise potential adverse effects on the Company's financial performance. 

 

Risk management is carried out by the Directors under policies approved by the Board of Directors which include continuous assessments of interest rate, credit risk and liquidity risk.

 

  (a)       Market Risk

(i)         Foreign Exchange Risk

 

The Company operates mainly in the UK, and has limited exposure to foreign exchange risk. Following the new strategies post re-structure, the Company may have greater currency risk should it develop an international investment portfolio.

 

(ii)       Interest Rate Risk

 

The Company does not have any borrowing at the year end and hence has limited exposure to interest rate risk. Should borrowing become necessary, the Directors will assess the instruments required to meet the Company's financing needs.

 

(b)        Credit Risk

 

Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions.  The Company considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.  The Company will only bank with financial institutes that have a credit rate of A- or better.

 

(c)        Liquidity Risk

 

The Company seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Cash is invested in commercial call accounts which provide a modest return on the cash resources whilst ensuring there is limited risk of loss.

 

There is no difference between the carrying values and fair values of the financial instruments in the current year or prior year.

 

(d)        Market/Price Risk

 

The Company is exposed to equity securities market/price risk because of investments held by the Company and classified on the Statement of Financial Position as available-for-sale assets. To manage this risk, the Company diversified its portfolio.

 

Capital Risk Management

 

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital.

 

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

 

 

4.         Critical Accounting Judgements and Key Sources of Estimation Uncertainty

 

The preparation of the financial information in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

(i)         Critical Accounting Estimates and Assumptions

 

Share Based Payments

 

The Company made no awards of options over its unissued share capital to the directors during the year to 31 December 2016. (2015: nil share options issued)

 

The fair value of share based payments is calculated by reference to a Black Scholes model. Inputs into the model are based on management's best estimates of appropriate volatility, dividend yields, discount rate and share price growth.

 

During the year, the Company incurred no share based payment charge (2015: £nil charge).

 

5.         Segment Information

 

The Company is now operating as a single UK based segment with a single primary activity to invest in businesses so as to generate a return for the shareholders.  No segmental analysis has been disclosed as the Company has no operating segments.   The Directors will review the segmental analysis on a regular basis, and update accordingly.

 

6.	Share Based Payments
	During the year to 31 December 2016 and year to 31 December 2015, the Company granted no share options. The share option charge for the year is £nil (2015: £nil).
		2016 No. of share options	Weighted average exercise price	2015 No. of share options	Weighted average exercise price
	Outstanding at beginning of year	32,000,000	0.2p	32,000,000	0.2p
	Granted during the year	-	-	-	-
	Forfeited during the year	-	-	-	-
	Cancelled during the year	-	-
	Outstanding at the end of the year	32,000,000	0.2p	32,000,000	0.2p
	Exercisable at the end of the year	32,000,000	0.2p	32,000,000	0.2p
	All options are exercisable at 0.2p and expire on 31 December 2020.   There are £nil (2015: £nil) employee benefit expenses in 2016 and 2015, as the Company does not have employees other than the Directors.

 

7.	Directors and Employees		2016	2015
	Average number of employees		No.	No.
	Average number of employees (who are all Directors)
	during the year was:		3	3
			£'000	£'000
	Emoluments of the Directors		36	42
	Directors' Emoluments	Salary and fees	2016 Total	2015 Total
		£'000	£'000	£'000
	Donald Strang (resigned on 18 January 2016)	1	1	18
	Hamish Harris	12	12	12
	Spencer Wilson	12	12	12
	Jason Berry (ceased on 16 November 2016)	11	11	-
		36	36	42
	There were no pension scheme contributions on behalf of Directors during in 2016 or 2015.
8.	Investment income		2016	2015
			£'000	£'000
	Dividend income		-	-
	Realised gain on sale of AFS assets		-	-
			-	-
9.	Operating Loss		2016	2015
			£'000	£'000
	Included within the results of operating activities are the following;
	Staff costs		36	42
	Audit fees		8	10
	Bad debt written-off		1	-
	Auditor's remuneration:
	- Fees payable for the audit of the Company		8	10
	- Audit related assurance services		-	-

 

 

10.	Finance Income
		2016	2015
		£'000	£'000
	Interest income on short-term bank deposits	-	-
		-	-
11.	Income Tax
		2016	2015
		£'000	£'000
	UK Corporation Tax at standard rate of UK companies
	Corporation Tax rate of 20% (2015 - 20%)	-	-
	Deferred tax:
	Origination and reversal of temporary differences	-	-
	The tax on the Company's loss before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to loss of the Company as follows:
	Loss on ordinary activities before tax	(269)	(149)
	Current tax at 20% (2015- 20%)	(54)	(30)
	Tax effects of:
	- Expenses not deductible for tax purposes	-	-
	- Tax losses for which no deferred income tax asset is recognised	54	30
	Tax charge/(credit)	-	-
12.	Earnings per 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.
		2016		2015
	Loss attributable to equity holders of the Company (£'000)	(269)		(149)
	Weighted average number of ordinary shares in issue	1,375,705,278		886,907,500
	Basic and diluted loss per share (pence)	(0.02)		(0.02)
	The impact of the share options are considered to be anti-dilutive.

 

 

13.	Available-for-sale financial assets - Listed Investments	2016	2015
		£'000	£'000
	Opening balance	51	117
	Purchase of securities	4	-
	Disposal of securities	-	-
	Gain on disposal of investments	-	-
	Foreign exchange gains on translation	1	-
	Transfers to income statement	-	-
	Movement in market value during the year	38	(66)
	Closing balance	94	51
	Available-for-sale assets comprise investments in listed securities which are traded on stock markets throughout the world, and are held by the Company as a mix of strategic and short term investments.
14.	Trade and Other Receivables	2016	2015
		£'000	£'000
	Other receivables	10	1
	VAT recoverable	24	6
	Prepayments	7	6
		41	13
15.	Cash and Cash Equivalents	2016	2015
		£'000	£'000
	Cash at bank and in hand	175	207
16.	Trade and Other Payables	2016	2015
		£'000	£'000
	Trade payables	50	12
	Other payables	22	3
	Social security and other taxes	-	-
	Accruals	54	82
		126	97

 

 

 

 

17.	Share Capital and Premium	Number of	Share	Share
		shares	capital	premium	Total
		(thousands)	£'000	£'000	£'000
	At 1 January 2015, and at 31 December 2015
	- ordinary shares	886,907	88	18,441	18,529
	- deferred shares	386,907	19,307	-	19,307
		1,273,814	19,395	18,441	37,836
	At 1 January 2016- Ordinary shares	886,907	88	18,441	18,529
	Shares issued during the year;
	On 18 February 2016, placing for cash at 0.04p per share	200,000	20	60	80
	On 11 April 2016, placing for cash at 0.04p per share	437,500	44	131	175
	Costs of share issues	-	-	(14)	(14)
	- ordinary shares	1,524,407	152	18,618	18,784
	- deferred shares	386,907	19,307	-	19,307
	Totals at 31 December 2016	1,911,314	19,459	18,618	38,091
	The issued share capital at 31 December 2016 consists of 1,524,407,464 ordinary shares of 0.01p each and 386,907,464 deferred shares of 4.99p each.   637,500,000 shares were issued during the year ended 31 December 2016 (2015: no shares issued).
	The deferred shares do not entitle their holders to receive dividends or other distributions, receive notice of or to attend and vote at any general meeting or receive a return of capital on a winding up.  The deferred shares are redeemable at the option of the Company at any time on giving 7 days written prior notice.
	32 million share options were outstanding at 31 December 2016 (2015 - 32 million).  The Company has no warrants in issue at 31 December 2016 (2015: nil).

 

18.	Operating Lease Commitments and capital commitments
	The Company has no current lease or capital commitments as at 31 December 2016.

 

19.       Related Party Transactions

There were no related party transactions during the year.

Key Management Personnel

The only key management personnel are the directors, whose remuneration is detailed in Note 7.

 

20.       Events after the Reporting Period

                On 15 February 2017, the Company announced the following;

·      The issue of 1,414,285,714 new ordinary shares through a placing for cash at 0.035pence per share raising £495,000.

·      The appointment of Nicholas Lee and Daniel Maling as Non-executive Directors of the Company.

·      The issue of 120million share options to the Directors' of the Company, at an exercise price of 0.045pence per share, expiring on 31 December 2018.

             On 1 June 2017, the Company announced signed a heads of terms to invest CAD 875,500 (approximately £500,000) into TSX-V listed Oyster Oil and Gas Limited ("Oyster") (the "Investment"). The Investment is subject only to the completion of formal documentation which is expected to be finalised very shortly and is being funded from existing cash resources. Based on an enlarged issued share capital of Oyster of approximately 44.8 million shares, the Investment will result in Polemos acquiring a 3.9% equity interest in Oyster.

 

21.       Ultimate Controlling Party

The Directors believe there to be no ultimate controlling party.

 

 

Notes:

 

1. This statement has been prepared using accounting policies and presentation consistent with those applied in the preparation of the statutory accounts of the Company.

 

2. The summary accounts set out above do not constitute statutory accounts as defined by Section 428 of the UK Companies Act 2006. The consolidated statement of comprehensive income, the consolidated and company statements of financial position, consolidated and company statement of changes in equity and the consolidated and company statements of cash flows for the year ended 31 December 2016 have been extracted from the Company's 2016 statutory financial statements upon which the auditor's opinion is unqualified. The results for the year ended 31 December 2016 have been extracted from the statutory accounts for that period, which contain an unqualified auditor's report.

 

3. The auditor's opinion is not qualified. The statutory financial statements are presented on the going concern basis.