The information contained within
this announcement is deemed by the Company to constitute inside
information stipulated under the Market Abuse Regulation (EU) No.
596/2014, as retained as part of the law of England and Wales. Upon
the publication of this announcement via the Regulatory Information
Service, this inside information is now considered to be in the
public domain.
Press Release 29 August 2024
File Forge Technology
PLC
("File
Forge" or "The Company")
Interim results
File Forge (AQSE: FILE.PL)
announces its unaudited financial results for the six months ended
31 May 2024.
Executive Director's Statement
Introduction
I am delighted to report the
Company's interim set of
results for the six months ended 31st May
2024.
The general crypto market has
improved dramatically over the last 12 months and the Directors
firmly believe that the focused thesis on FileCoin will prove to be
a fruitful one for shareholders.
The
company's core thesis is that
decentralized storage validators built on File Coin will thrive as
AI continues to grow and organizations adopt decentralized, secure
and scalable compute environments that are tied to
Filecoin's unique Proof of
Storage Solution. File Forge aims to build a market-leading
position in decentralized and secure self-service Filecoin storage
globally.
We look forward to capitalising on
these promising long-term trends in this cutting-edge decentralized
storage frontier by launching our first validator in the coming
months into a strong general crypto market.
I would also
like to take this opportunity to thank all our shareholders for
their continued support.
Jonathan Bixby, Executive Director
Principal risks and uncertainties
The directors have assessed the
operational environment of the Company and concluded that the
principal risks and uncertainties have not materially changed since
the most recent annual reporting date.
Responsibility Statement
We confirm that to the best of our
knowledge:
·
|
the
Interim Report has been prepared in accordance with International
Accounting Standards 34,
Interim
Financial Reporting, as adopted by the EU; and
|
·
|
gives a
true and fair view of the assets, liabilities, financial position
and profit/loss of the Company; and
|
·
|
the Interim Report includes a fair
review of the information required by DTR 4.2.7R of the Disclosure
and Transparency Rules, being an indication of important events
that have occurred during the first six months of the financial
year and their impact on the set of interim financial
statements; and a description of
the principal risks and uncertainties for the remaining six months
of the year.
|
·
|
the
Interim Report includes a fair review of the information required
by DTR 4.2.8R of the
Disclosure and Transparency Rules, being the information
required on related party transactions.
|
The Interim Report was approved by
the Board of Directors and the above responsibility statement was
signed on 28th August 2024.
For further information please
contact:
File Forge
|
|
Jon Bixby
Executive
Chairman
|
via First
Sentinel
|
First Sentinel
|
|
Corporate
Adviser
Brian Stockbridge
|
+44 7858 888
007
|
About File Forge Technology PLC:
Listed on the Aquis Stock Exchange
in London, File Forge Technology PLC is an investment vehicle
focusing on investing in File tokens (FIL) and
developing validator technology to support the FIL
ecosystem.
The Company's Directors have an
established track record, experience and networks in crypto and technology.
https://www.getfileforge.com/
CONDENSED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6
MONTH PERIOD ENDING 31 MAY 2024
|
|
Unaudited
|
Unaudited
|
Audited
|
|
Period
ending
31
May
2024
|
Period
ending
31
May
2023
|
Year ending
30 November
2023
|
|
Note
|
£'000
|
£'000
|
£'000
|
Continuing Operations
|
|
|
|
|
Administrative
expenses
|
|
286¹
|
(313)
|
(735)
|
Capital loss on
investments
|
|
(63)
|
-
|
-
|
Operating profit
(loss)
|
|
223
|
(313)
|
(735)
|
Finance Income
|
|
-
|
-
|
-
|
Profit (Loss) before taxation
|
|
223
|
(313)
|
(735)
|
Taxation on loss of
ordinary activities
|
|
-
|
-
|
-
|
Profit (Loss) for the year from
continuing operations
|
|
223
|
(313)
|
(735)
|
Other comprehensive
income
|
|
29
|
-
|
(75)
|
Total comprehensive profit (loss) for
the year attributable to shareholders from continuing operations
|
|
252
|
(313)
|
(810)
|
Basic & dilutive
earnings per share - pence
|
4
|
0.08
|
(0.11)
|
(0.25)
|
¹ This includes £360,096 share
based payment adjustment following the lapse of warrants in the
reported period. Please see note 8 for further details.
The notes on page 8-12 form an integral part
of the condensed interim financial statements.
CONDENSED
STATEMENT OF FINANCIAL POSITION AS AT 31 MAY
2024
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
As At 31 May
2024
|
As At 31 May
2023
|
As At 30 November
2023
|
|
Note
|
£'000
|
£'000
|
£'000
|
NON-CURRENT ASSETS
|
|
|
|
|
Investments
|
5
|
822
|
921
|
706
|
TOTAL NON-CURRENT ASSETS
|
|
822
|
921
|
706
|
CURRENT ASSETS
|
|
|
|
|
Cash and cash
equivalents
|
|
112
|
212
|
167
|
Trade and other
receivables
|
6
|
4
|
47
|
10
|
TOTAL CURRENT ASSETS
|
|
116
|
259
|
177
|
TOTAL ASSETS
|
|
938
|
1,180
|
883
|
EQUITY
|
|
|
|
|
Share capital
|
9
|
297
|
297
|
297
|
Share Premium
|
9
|
2,810
|
2,810
|
2,810
|
Share Based Payment
Reserve
|
8
|
215
|
575
|
575
|
Other
Reserves
|
|
-
|
2
|
-
|
Retained Earnings
|
|
(2,833)
|
(2,588)
|
(3,085)
|
TOTAL EQUITY
|
|
489
|
1,096
|
597
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
Trade and other
payables
|
7
|
449
|
84
|
285
|
TOTAL CURRENT LIABILITIES
|
|
449
|
84
|
285
|
TOTAL LIABILITIES
|
|
449
|
84
|
285
|
TOTAL EQUITY AND LIABILITIES
|
|
938
|
1,180
|
883
|
The notes on page 8-12 form an integral part
of the condensed interim financial statements.
The condensed interim financial statements
were approved and authorised by the Board of Directors on 28th
August 2024 and were signed on its behalf by:
Nicholas
Lyth
Director
CONDENSED
STATEMENT OF CHANGES IN EQUITY
FOR THE 6
MONTH PERIOD ENDING 31 MAY 2024
|
Share
Capital
£'000
|
Share
Premium
£'000
|
Share
based payment
reserve
£'000
|
Other
Reserves
£'000
|
Retained
Earnings
£'000
|
Total
Equity
£'000
|
Profit
(Loss) for period
|
-
|
-
|
-
|
-
|
(314)
|
(314)
|
Other
comprehensive income
|
-
|
-
|
-
|
-
|
-
|
-
|
Total comprehensive income
for year
|
-
|
-
|
-
|
-
|
(314)
|
(314)
|
|
|
|
|
|
|
|
Transactions with owners in own capacity
|
|
|
|
|
|
|
Ordinary
shares issued
|
-
|
-
|
-
|
-
|
-
|
-
|
Exercised
and lapsed warrants
|
-
|
-
|
-
|
-
|
-
|
-
|
Transactions with owners in own capacity
|
-
|
-
|
-
|
-
|
-
|
-
|
Balance at 31 May
2023
|
297
|
2,810
|
575
|
2
|
(2,589)
|
1,096
|
Profit
(Loss) for period
|
-
|
-
|
-
|
-
|
(496)
|
(496)
|
Other
comprehensive income
|
-
|
-
|
-
|
(2)
|
-
|
(2)
|
Total comprehensive income
for year
|
-
|
-
|
-
|
(2)
|
(496)
|
(498)
|
Transactions with owners in own capacity
|
|
|
|
|
|
|
Ordinary
shares issued
|
-
|
-
|
-
|
-
|
-
|
-
|
Exercised
and lapsed warrants
|
-
|
-
|
-
|
-
|
-
|
-
|
Transactions with owners in own capacity
|
-
|
-
|
-
|
-
|
-
|
-
|
Balance at 30 November
2023
|
297
|
2,810
|
575
|
-
|
(3,085)
|
597
|
Profit
(Loss) for period
|
-
|
-
|
-
|
-
|
252
|
252
|
Other
comprehensive income
|
-
|
-
|
-
|
-
|
-
|
-
|
Total comprehensive income
for year
|
-
|
-
|
-
|
-
|
252
|
252
|
Transactions with owners in own capacity
|
|
|
|
|
|
|
Ordinary
shares issued
|
-
|
-
|
-
|
-
|
-
|
-
|
Advisor
warrants issued
|
-
|
-
|
-
|
-
|
-
|
-
|
Exercised
and lapsed warrants
|
-
|
-
|
(360)
|
-
|
-
|
(360)
|
Transactions with owners in own capacity
|
-
|
-
|
(360)
|
-
|
-
|
(360)
|
Balance at 31 May
2024
|
297
|
2,810
|
215
|
-
|
(2,833)
|
489
|
CONDENSED
STATEMENT OF CASHFLOWS
FOR THE 6
MONTH PERIOD ENDING 31 MAY 2024
|
Unaudited
|
Unaudited
|
Audited
|
6
month period
ended 31 May
2024
|
6
month period
ended 31 May
2023
|
12 month
period ended 30 November
2023
|
Note
|
£'000
|
£'000
|
£'000
|
Cash flow from operating
activities
|
|
|
|
Cash used
by operations
|
(72)
|
(233)
|
(268)
|
Net cash outflow from
operating activities
|
(72)
|
(233)
|
(268)
|
|
|
|
|
Cash flows from investing
activities
|
|
|
|
Investments - Additions
|
(272)
|
-
|
-
|
Investments - Disposals
|
290
|
-
|
-
|
Net cash flow from investing
activities
|
17
|
-
|
-
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
Proceeds
from Issue of Shares
|
-
|
-
|
-
|
Share
Issue Costs
|
-
|
-
|
-
|
Net cash flow from financing
activities
|
-
|
-
|
-
|
|
|
|
|
Net (decrease) in cash and cash equivalents
|
(55)
|
(233)
|
(268)
|
Cash and
cash equivalents at beginning of the period
|
167
|
435
|
435
|
Foreign
exchange impact on cash
|
-
|
-
|
-
|
Cash and cash equivalents at
end of the period
|
112
|
212
|
167
|
NOTES TO THE
CONDENSED FINANCIAL STATEMENTS
FOR THE 6
MONTH PERIOD ENDING 31 MAY 2024
1
General information
File Forge Technology Plc was incorporated on
1 November 2019 in England and Wales and remains domiciled there
with Registered Number 12294271 under the Companies Act 2006. The
company was originally incorporated under the name Mena Esports Plc
and subsequently changed its name to Clarify Pharma Plc on 4
February 2021 and then to File Forge
Technology Plc on 20 May 2024.
The address of its registered office is 9th
Floor 16, Great Queen Street, London, England, WC2B5DG.
The principal activity of the company during
the period under review was that of investment in File Tokens (FIL)
and development of FIL delegation technology.
2
Accounting policies
IAS 8 requires that management shall use its
judgement in developing and applying accounting policies that
result in information which is relevant to the economic
decision-making needs of users, that are reliable, free from bias,
prudent, complete and represent faithfully the financial position,
financial performance and cash flows of the entity.
2.1
Basis of preparation
The condensed interim financial statements
("interim financial statements") have been prepared in accordance
with International Accounting Standard 34 "Interim Financial
Reporting" (IAS 34) as adopted by the European Union (EU). The
interim financial statements have been prepared on the historical
cost basis, except for assets and liabilities measured at fair
value through profit and loss, and are presented in pounds sterling
(£). All amounts have been rounded to the nearest pound, unless
otherwise stated.
The interim financial statements have not been
audited. The interim financial statements do not constitute
statutory accounts within the meaning of section 434 of the
Companies Act 2006. The figures have been prepared using applicable
accounting policies and practices consistent with those adopted in
the audited annual financial statements ("annual financial
statements") for the year ended 30 November 2023.
The interim financial statements are for the
six months to 31 May 2024, being six months from the financial year
end for the Company being 30 November 2023. The interim financial
statements do not include all the information and disclosures
required in the annual financial statements and should be read in
conjunction with the Company's annual financial statements for the
period ended 30 November 2023. The Company has disclosed
comparative data for the period from 1 December 2023 to 31 May 2024
as required for disclosure by accounting standards as well audited
figures from the annual financial statements.
The functional currency for the Company is
determined as the currency of the primary economic environment in
which it operates. Both the function and presentational currency of
the Company Pounds Sterling (£).
The business is not considered to be seasonal
in nature.
New standards, amendments and interpretations
adopted by the Company
During the current period the Company adopted
all the new and revised standards, amendments and interpretations
that are relevant to its operations and are effective for
accounting periods beginning on 1 December 2023. This adoption did
not have a material effect on the accounting policies of the
Company.
New standards, amendments and interpretations
not yet adopted by the Company
The standards and interpretations that are
relevant to the Company, issued, but not yet effective, up to the
date of these interim financial statements have been evaluated by
the directors and they do not consider that there will be a
material impact of transition on the financial
statements.
2.2
Going concern
The directors have assessed the Company's
ability to adopt the going concern basis of accounting and consider
the adoption to be appropriate in the preparation of the interim
financial statements. As the Company exists currently it has
limited operations. As a result of these limited operations the
Company's monthly cash burn in the 6 month period to May 2024 was
around £10,000/month. At period end the Company had cash and FIL
tokens which can readily be converted into cash of £384,000 which
at current cash burn rate is more than sufficient to last for at
least 12 months and supports the adoption of the going concern.
2.3
Risks and uncertainties
The principal risks and uncertainties relevant
to the Company can be referenced in the strategic report contained
within the annual financial statements. In addition to these risks,
the Company now has exposure to volatile crypto price movements and
this may cause the Company's Net Asset Value to fall
significantly.
3
Critical accounting estimates and judgements
In the application of the Company's accounting
policies, the directors are required to make judgements, estimates
and assumptions about the carrying amount of assets and liabilities
that are not readily apparent from other sources. 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. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are
significant to the financial statements, are disclosed
below:
Share Based Payments
The Company measures the cost of
equity-settled transactions by reference to the fair value of the
equity instruments at the date at which they are granted. The fair
value is determined by using the Black-Scholes model taking into
account the terms and conditions upon which the instruments were
granted. The accounting estimates and assumptions relating to
equity-settled share-based payments would have no impact on the
carrying amounts of assets and liabilities within the next annual
reporting period but may impact profit or loss and equity. There
have been no dilutive instruments issued in the period and the
value remains equal to that in the annual financial statements as
at the last reporting period.
Investments
Investments are classified as listed or
unlisted. The valuation of listed investments is determined with
reference to published share prices. The valuation of unlisted
investments is assessed by the directors at each reporting date
using any available financial information or reports available to
them at that time. The directors' assessment of these valuations is
subjective and may therefore impact profit and loss and equity in
future period. The directors do not assess that the underlying
value of the investments have fluctuated relative to the last
reporting date however they have been re-valued to reflect the most
recent foreign exchange rate fluctuations.
4
Earnings per share
The basic earnings per share is calculated by
dividing the profit/(loss) attributable to equity shareholders by
the weighted average number of shares in issue.
|
Unaudited At 31 May 2024
|
Unaudited At 31 May 2023
|
Audited At 30 Nov 2023
|
Loss for the year from continuing
operations (£'000)
|
252
|
(313)
|
(810)
|
Weighted average number of ordinary
shares in issue
|
297,195,000
|
297,195,000
|
297,195,000
|
Basic and diluted earnings per share for
continuing operations (pence)
|
0.8
|
(0.11)
|
(0.25)
|
The Company had in issue 21,187,950 warrants
and options at 31 May 2024 (80,897,950 at 31 May 2023). The loss
attributable to equity holders and weighted average number of
ordinary shares for the purposes of calculating diluted earnings
per ordinary share are identical to those used for basic earnings
per ordinary share. This is because the exercise of warrants and
options would have the effect of reducing the loss per ordinary
share and is therefore anti-dilutive.
5
Investments
|
Unlisted Investments
£'000
|
Listed Investments
£'000
|
Cryptocurrency Assets
£'000
|
Total
£'000
|
Opening
Balance - 31 May 23
|
565
|
356
|
-
|
921
|
Additions
|
-
|
-
|
-
|
-
|
Foreign Exchange movement
|
(11)
|
(40)
|
-
|
(51)
|
Fair Value Adjustments
|
-
|
(164)
|
-
|
(164)
|
Opening
Balance - 30 Nov 23
|
554
|
152
|
-
|
706
|
Additions
|
-
|
-
|
280
|
280
|
Foreign Exchange movement
|
(4)
|
-
|
(8)
|
(12)
|
Fair Value Adjustments
|
-
|
138
|
-
|
138
|
Capital Loss on Disposal
|
-
|
-
|
-
|
-
|
Disposals
|
-
|
(290)
|
-
|
(290)
|
Closing
Balance - 31 May 24
|
550
|
-
|
272
|
822
|
6
Trade and other receivables
|
Unaudited period
ended 30 May 2024
|
Unaudited period
ended 30 May 2023
|
Audited period
ended 30 Nov 2023
|
|
£'000
|
£'000
|
£'000
|
Prepayments
|
6
|
47
|
10
|
Total trade & other receivables
|
6
|
47
|
10
|
The directors consider that the carrying
amount of trade and other receivables is approximately equal to
their fair value
7
Trade and other payables
|
Unaudited period
ended 31 May 2024
|
Unaudited period
ended 31 May 2023
|
Audited
period
ended 30 Nov 2023
|
|
£'000
|
£'000
|
£'000
|
Trade creditors
|
295
|
69
|
182
|
Accruals
|
154
|
15
|
103
|
Total trade and other payables
|
449
|
84
|
285
|
The directors consider that the carrying value
of trade and other payables is approximately equal to their fair
value.
8
Share-based payments
The following warrants over ordinary shares
have been granted by the Company and are outstanding at 31 May
2024:
Grant date
|
Number of Warrants
|
Exercise
Price
|
Expiry date
|
11 June 2021
|
6,187,950
|
£0.025
|
10 Jun 2026
|
11 June 2021
|
10,000,000
|
£0.01
|
10 Jun 2024
|
11 June 2021
|
5,000,000
|
£0.025
|
10 Jun 2024
|
At 31 May 2024
|
21,187,950
|
|
|
There were no dilutive instruments issued in
the 6 month period ending 31 May 2024.
|
Share based
payment reserve
£'000
|
Opening Balance - 31 May
23
|
575
|
Warrants
issued
|
-
|
Warrants
lapsed
|
-
|
Opening Balance - 30 Nov
23
|
575
|
Warrants
issued
|
-
|
Warrants
lapsed
|
(360)¹
|
Closing Balance - 31 May
24
|
215
|
¹20,500,000 warrants, with a fair
value of £360,096 at date of grant, lapsed on the 18th
March 2024.
The fair value was subsequently
released from the share based payment reserve, resulting in a
credit to Administrative Expenses on the Statement of Comprehensive
Income.
The fair value of the share warrant rights
granted are valued using the Black-Scholes option pricing model.
The option pricing model assumptions can be referenced in the
annual financial statements.
9
Share capital and share premium
|
Ordinary
Shares
|
Share
Capital
|
Share
Premium
|
Total
|
|
#
|
£'000
|
£'000
|
£'000
|
At 30 November 2023
|
297,196,000
|
297
|
2,810
|
3,107
|
|
|
|
|
|
At 31 May 2024
|
297,196,000
|
297
|
2,810
|
3,107
|
There were no shares issued in the 6 months
ending 31 May 2024.
10
Financial commitments & contingent liabilities
There were no capital commitments or
contingent liabilities pertaining to the Company at 31 May
2024.
11
Related party transactions
The company made payments to the following
companies in relation to directors' fees:
|
Period 1 Dec to
31 May 2024
£
|
Period 1 Dec to
31 May 2023
£
|
Year ended
30 Nov 2023
£
|
Toro Consulting Ltd - J Bixby
|
48,000
|
48,000
|
96,000
|
Dark Peak Services Ltd - NJ Lyth¹
|
18,000
|
12,000
|
36,000
|
Marallo Holdings Inc - MS Edwards
|
30,000
|
30,000
|
60,000
|
Patrick McBride
|
30,000
|
30,000
|
60,166
|
Total related
party transactions
|
126,000
|
120,000
|
252,166
|
¹ At period ending 31 May 2024, there was a
total amount of £42,000 of un-invoiced but accrued fees owing to
Dark Peak Services Ltd. These accrued fees will not be invoiced and
paid unless and until the company's financial position
allows.
12
Events subsequent to period end
There were no material events subsequent to
period end that require disclosure.