DG INNOVATE PLC

Quarterly Report • Sep 29, 2021

National Storage Mechanism | Additional information

RNS Number : 2820N

Path Investments plc

29 September 2021

29 September 2021

Path Investments plc

("Path" or the "Company")

Interim Results for the six months to 30 June 2021

Path Investments plc (TIDM: PATH), the energy investment company, announces its interim results for the six months to 30 June 2021.

Highlights

•	Successful equity fundraising in March 2021
•	Conditional Reverse Takeover of DG Innovate Limited ("DGI") announced.
•	Loss before tax £736,254 (H1 2020 loss before tax of £163,699)
•	Loss per share 0.04 (H1 2020 loss 0.08 per share)

Commenting, Christopher Theis, Chief Executive of Path, said: "The first half of 2021 has been transformational for Path, both financially and strategically. We are very excited about our intended acquisition and welcoming the DGI business with its sustainable global energy technologies into Path." 

Enquiries:

Path Investments plc	C/O IFC
Christopher Theis
Jack Allardyce
IFC Advisory (Financial PR & IR)	020 3934 6630
Tim Metcalfe
Zach Cohen
Grant Thornton UK LLC (Financial Adviser) Samantha Harrison Harrison Clarke	020 7383 5100
Lukas Girzadas
ETX Capital (Broker)
Tom Curran	020 7392 1400
Thomas Smith

About Path Investments plc

The strategy of the Company is focused on delivering a material acquisition in the energy sector with the objective of providing the Company's shareholders with access to a low risk and, over time, diversified portfolio which can offer a dividend stream as well as offering development potential for capital growth.

Chairman's Report

In March 2021 the Company was delighted to receive the welcome support of new shareholders and certain existing holders in a fund raising with gross proceeds of £3.87 million received to accelerate the Company's investment strategy. We said at the time that we were focussed on one opportunity and anticipated updating shareholders in due course.

Post the accounting period on 13th August 2021 we announced our conditional agreement to acquire DG Innovate Limited for £32 million to be satisfied by the issue of 5,342,051,305 Path Ordinary Shares of £0.001 each ("Path Shares") at an issue price of 0.6 pence per Path Share, which compares favourably with the suspension price of 0.27 per Path share.

Further details of the transaction are contained on our website https://www.pathinvestmentsplc.com/proposed-acquisition-of-dg-innovate/

As part of the acquisition of DGI, and post the accounting period, Path provided from its cash resources a secured loan facility to DGI of £600,000.  The facility was made available in two tranches, both of which have now been released to DGI.

Work is progressing towards completion of the proposed transaction which constitutes a reverse takeover under the Listing Rules, as it will result in a fundamental change in the business of the Company. We are making good progress on finalising the necessary prospectus and shareholder documentation and we expect to be submitting it shortly for FCA approval.

The transaction is also subject to waiver of Rule 9 of the Takeover Code by the Takeover Panel and therefore the approval of Path's independent shareholders at a General Meeting which will be convened for the purpose.

We look forward to updating shareholders further as we move towards completion of our transaction.

Brent Fitzpatrick

Non-Executive Chairman

29 September 2021

Financial Review

For the six months to 30 June 2021, the Company recorded a loss before tax of £736,254. There was no revenue in the period.

Cash flow

As at 30 June 2021 the Company held cash of £2,267,137 in the bank account.

PATH INVESTMENTS PLC

STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2021

	Notes	Six months ended 30 June	Six months ended 30 June	Year ended 31 December
		2021	2020	2020
		Unaudited	Unaudited	Audited
		£	£	£
Administrative expenses	3	(736,254)	(163,699)	(266,693)
Total administrative expenses		(736,254)	(163,699)	(266,693)
Operating loss		(736,254)	(163,699)	(266,693)
Finance income		-	-	-
Finance cost		-	-	(110,410)
Profit/(loss) on ordinary activities before taxation		(736,254)	(163,699)	(377,103)
Tax on profit/(loss) on ordinary activities		-	-	-
Profit/(loss) for the period and total comprehensive (loss)/profit for period		(736,254)	(163,699)	(377,103)
Earnings/(loss) per share (pence)
- Basic & diluted	4	(0.001)	(0.080)	(0.192)

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

STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2021

	Share Capital	Share Premium	Capital redemption reserve	Retained earnings	Total
	£	£	£	£	£
As at 1 January 2021	202,610	25,456,950	8,783,824	(36,588,172)	(2,144,788)
Comprehensive income Loss for the period			-	(736,254)	(736,254)
Transactions with owners
Share based payments				1,238,332	1,238,332
Share issue	1,826,854	2,051,162	-	-	3,878,016
As at 30 June 2021	2,029,464	27,508,112	8,783,824	(36,086,094)	(2,235,305)

	Share Capital	Share Premium	Capital redemption reserve	Retained earnings	Total
	£	£	£	£	£
As at 1 January 2020	8,979,767	25,413,617	-	(36,298,570)	(1,905,186)
Comprehensive income Loss for the period	-	-	-	(377,103)	(317,647)
Share based payments	-	-	-	87,501	87,501
Transactions with owners
Issue of share capital	6,667	43,333	-	-	50,000
Cancellation of deferred shares	(8,783,824)	-	8,783,824	-	-
As at 31 December 2020	202,610	25,456,950	8,783,824	(36,588,172)	(2,144,788)

	Share Capital	Share Premium	Capital redemption reserve	Retained earnings	Total
	£	£		£	£
As at 1 January 2020	8,979,767	25,413,617		(36,298,570)	(1,587,539)
Comprehensive income Profit for the period	-	-		(163,699)	(163,699)
Transactions with owners
Issue of share capital	67	49,933		-	(50,000)
As at 30 June 2020	8,979,834	25,463,550		(36,462,269)	(2,018,885)

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 Based Payments reserve represents the fair value of the equity settled share option scheme.

The Retained Earnings reserve represents the cumulative net gains and losses less distributions made.

statement of financial position

FOR THE SIX MONTHS ENDED 30 JUNE 2021

	Notes	As at 30 June 2021	As at 30 June 2020	As at 31 December 2020
		Unaudited	Unaudited	Audited
		£	£	£
ASSETS
Fixed assets		85,754	-	-
Current assets
Trade and other receivables		44,800	6,528	-
Cash and cash equivalents		2,267,137	63,934	468
		2,311,937	70,462	468
LIABILITIES
Current liabilities
Trade and other payables	7	(162,386)	(2,089,347)	(2,145,256)
Net Current Liabilities		(162,386)	(2,089,347)	(2,145,256)
NET LIABILITIES		2,235,305	(2,018,885)	(2,144,788)
SHAREHOLDERS' EQUITY
Called up share capital	8	2,029,464	196,010	202,610
Deferred shares	8	-	8,783,824	-
Capital redemption reserve		8,783,824	-	8,783,824
Share premium account		27,508,112	25,463,550	25,456,950
Retained earnings		(36,086,094)	(36,462,269)	(36,588,172)
TOTAL EQUITY		2,235,305	(2,018,885)	(2,144,788)

statement of cash flows

FOR THE SIX MONTHS ENDED 30 JUNE 2021

		Six months to 30 June 2021	Six months to 30 June 2020	Year ended 31 December 2020
		Unaudited	Unaudited	Audited
		£	£	£
Operating loss		(736,254)	(163,699)	(266,693)
(Increase)/Decrease in debtors		(44,800)	3,528	10,056
(Decrease)/increase in creditors within one year		(1,932,870)	123,943	124,852
Share based payments		1,238,332	-	87,501
Convertible loan note interest		-	-	(110,000)
Net cash outflow from operating activities		(1,475,592)	(36,228)	(154,284)
Cash flows from investing activities
Purchase of fixed assets		(85,754)
Finance costs		-	-	(410)
Net cash generated from investing activities		(85,754)	-	399,890
Cash flows from financing activities
Decrease in bank borrowings		(50,000)	50,000	50,000
Issue of share capital		3,878,015	50,000	50,000
Issue of convertible loans		-	-	55,000
Net cash generated from financing activities		3,828,015	100,000	155,000
Net increase/(decrease) in cash and cash equivalents		2,266,669	63,772	306
Cash and cash equivalents at beginning of period		468	162	162
Cash and cash equivalents at end of period		2,267,137	63,934	468

PATH INVESTMENTS PLC

notes to the accounts

FOR THE SIX MONTHS ENDED 30 JUNE 2021

1.         GENERAL INFORMATION

Path Investments 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. The principal activity of the Company is the investment in natural resources production and development assets.

2.         ACCOUNTING POLICIES

2.1    Basis of preparation

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

The condensed 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 2021 have been prepared on the basis of the accounting policies set out in the company's 2020 annual report and accounts. The interim accounts do not constitute statutory accounts as defined by section 434 of the Companies Act 2006. The auditor has reported on the 2020 accounts and the report was unqualified and did not contain a statement under section 498(2) of (3) of the Companies Act 2006. The company's 2020 report and accounts have been filed with the registrar of companies.

During the period, there have been no changes in the nature of the related party transactions from those described in the company's 2020 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.

3.         ADMINISTRATIVE EXPENSES

	Six months to 30 June 2021	Six months to 30 June 2020	Year ended 31 December 2020
	Unaudited	Unaudited	Audited
	£	£	£
Directors remuneration	246,784	82,790	454,205
Other administrative expenses	489,470	80,909	(187,512)
	736,254	163,699	266,693

Included in Directors remuneration for the period ended 30 June 2021 are accrued salaries of £nil (June 2020 £82,790, December 2020: £454,205).

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 IAS 33) is less than the average market price of the Company's ordinary shares during the period.

	Six months to 30 June 2021	Six months to 30 June 2020	Year ended 31 December 2020
	Unaudited	Unaudited	Audited
	£	£	£
Net profit/(loss) for the period	(736,254)	(163,699)	(377,103)
The weighted average number of shares in the period were:
Basic and dilutive ordinary shares	1,109,403,803	207,410,469	195,977,136
Basic and dilutive earnings/(loss) per share (pence)	(0.001)	(0.080)	(0.192)

5.         FIXED ASSETS

		Motor Vehicles	TOTAL
		£	£
Cost
At 1 Jan 2021 (audited)		-	-
Additions		85,754	85,754
At 30 Jun 2021 (unaudited)		85,754	85,754
Depreciation
Depreciation at 1 Jan 2021 (audited)		-	-
Charge in the period		-	-
Depreciation at 30 Jun 2021(unaudited)		-	-
Carrying value
At 30 June 2021 (unaudited)		85,754	85,754
At 30 June 2020 (unaudited)		-	-
At 31 Dec 2020 (audited)		-	-

6.         TRade and other RECEIVABLES

	As at 30 June 2021	As at 30 June 2020	As at 31 December 2020
	Unaudited	Unaudited	Audited
		£	£
Other receivables	44,800	6,528	-
	44,800	6,528	-

7.         TRade and other payables

	As at 30 June 2021	As at 30 June 2020	As at 31 December 2020
	Unaudited	Unaudited	Audited
		£	£
Trade payables	155,886	322,338	365,659
Other payables	-	292,830	457,830
Bank loan	-	-	50,000
Accruals and deferred income	6,500	1,424,179	1,271,767
	162,386	2,089,347	2,145,256

8.         SHARE Capital

			Unaudited	Unaudited	Unaudited	Unaudited
Allotted, called up and fully paid			No	£	no	£
			Ordinary Shares of 0.1p each	Ordinary Shares of 0.1p each	Deferred Share of 39.9p each	Deferred Share of 39.9p each
At 1 January 2020 (audited)			195,943,802	195,943	22,014,596	8,783,824
Issued in period			6,666,667	67	-	-
Cancellation of shares					(22,014,596)	(8,783,824)
At 31 December 2020 (audited)			202,610,469	202,610	-	-
At 1 January 2021			202,610,469	202,610	-	-
Issued in period			1,826,853,333	1,826,855
At 30 June 2021 (unaudited)			2,029,463,802	2,029,465	-	-

9.         related party transactions

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

Director	Date of grant	Held at 1 January 2021	Surrendered during the year	Granted during the Period	Held at 30 June 2021	Exercise price
C Theis	08/10/2020	42,500,000	-	-	42,500,000	£0.001
	18/03/2021	-	-	739,520,000	739,520,000	£0.001
N Fitzpatrick	18/03/2021	-	-	162,820,000	162,820,000	£0.001
J Allardyce	18/03/2021	-	-	62,500,000	62,500,000	£0.001
Total		42,500,000	-	964,840,000	1,007,340,000

As at 30 June 2021, included in other payables were the following convertible loan notes issued to the Directors together with accrued interest thereon.

	Outstanding at 31 December 2020	Convertible loan notes issued during period	Interest accrued during the period	Converted during the period	Repaid during the period	Outstanding at 30 June 2021
Director	£	£	£	£	£	£
C Theis*	150,000	-	-	-	(150,000)-	-
C Theis	3,000	-	-	(3,000)	-	-
A Yeo	75,000	-	-	(75,000)	-	-
N Fitzpatrick	54,000	-	-	(54,000)	-	-
J Allardyce	-	15,000	-	(15,000)	-	-
Total	282,000	15,000	-	(147,000)	(150,000)	-

* these loan notes were issued to Networkguru Limited, a company owned by Chris's Theis' son, who subscribed under the convertible loan note instrument.

The convertible loans were either all converted or repaid within the period.

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