TIDMSEFA

RNS Number : 7779E

Shefa Gems Ltd

31 October 2022

B"H

SHEFA GEMS LTD.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2022

(UNAUDITED)

SHEFA GEMS LTD.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2022

(Unaudited)

INDEX

 
                                                                Page 
                                                              ------- 
 
 Review Report of Independent Auditors                           2 
 
 Condensed Interim Consolidated Financial Statements: 
 
 Condensed Interim Consolidated Statements of Financial 
  Position                                                       3 
 
 Condensed Interim Consolidated Statements of Comprehensive 
  Loss                                                           4 
 
 Condensed Interim Consolidated Statements of Changes in 
  Shareholders' Equity                                           5 
 
 Condensed Interim Consolidated Statements of Cash Flows       6 - 7 
 
 Notes to the Condensed Interim Consolidated Financial 
  Statements                                                   8 - 10 
 

Jerusalem, October 31, 2022

REVIEW REPORT OF INDEPENT AUDITORS

To the Shareholders of

SHEFA GEMS LTD.

Introduction

We have reviewed the accompanying condensed interim consolidated financial statements of SHEFA GEMS LTD. (hereinafter - "the Company") comprising the condensed interim consolidated statements of financial position as of June 30, 2022 and the related condensed interim consolidated statements of comprehensive loss, consolidated changes in shareholders' equity and consolidated cash flows for the six month period then ended. The board of directors and management are responsible for the preparation and presentation of these condensed interim consolidated financial statements in accordance with IAS 34, "Interim Financial Reporting". Our responsibility is to express a conclusion on these interim consolidated financial statements based on our review.

Scope of the Review

We conducted our review in accordance with the Israeli Review Standard (Israel) 2410, "Review of Financial Information for Interim Periods Performed by the Independent Auditor of the Entity" of the Association of Certified Public Accountants in Israel. A review of financial information for interim periods consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Auditing Standards accepted in Israel. Consequently, it does not enable us to obtain assurance that we would become aware of all the significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Basis for the Qualified Conclusion

We were not satisfied in regard to the approximately NIS 58 million amount of impairment of the exploration assets that was included in expenses in the Company statements of comprehensive loss for the year 2021, and in accordance, in regard to the amount of dividend in kind presented in the financial statements.

 
 Conclusion 
  Based on our review, except for the abovementioned item, nothing has come 
  to our attention that causes us to suspect that the financial information 
  abovementioned was not prepared, from all significant aspects, in accordance 
  with International Accounting Standard 34. 
 
 We draw attention to: Note 1d of the condensed interim financial statements - the Company has accumulated 
    losses since its inception and does not have any operations that yield revenues. 
    Financing of its operations has, until now, been performed by infusions of 
    capital and/or loans. The Company has plans of installation of new operations, 
    but there is uncertainty in this regard. These facts raise significant doubt 
    as to the continued existence of the Company as a "going concern." 
    These condensed interim financial statements do not include any adjustments 
    to the value of the assets and liabilities and their classifications that 
    would possibly be necessary in the event that the Company cannot continue 
    as a "going concern." 
 
 
 
 
 
 
   Barzily & Co. 
 Certified Public Accountants 
 A Member of MSI Worldwide 
 

SHEFA GEMS LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In NIS in thousands)

 
                                                                       June 30 ,                December 
                                                                                                   31, 
                                                                 2022           2021         2021 
                                                                ------      ----------- 
                                                 Note                 (Unaudited)          (Audited) 
                                             ------------       -----------------------   ---------- 
       ASSETS 
 
       Current Assets: 
  Cash and cash equivalents                                        228               11          853 
  Other accounts receivable                                        181              109            8 
  Total current assets                                             409              120          861 
                                                                ------      -----------   ---------- 
 
       Assets for distribution to                                    -           41,620            - 
       shareholders 
                                                                ------      -----------   ---------- 
 
 
  Total Assets                                                     409           41,740          861 
                                                                ======      ===========   ========== 
 
 EQUITY AND LIABILITIES 
  Capital 
 
 Share Capital                                                (7,412)      23,421            (6,573) 
                                                           ----------   ---------        ----------- 
 
 Non-current Liabilities: 
 Options convertible to shares                                      -           8                  - 
                                                           ----------   ---------        ----------- 
 Total Non-current Liabilities                                      -           8                  - 
                                                           ----------   ---------        ----------- 
 
 Current Liabilities: 
  Short-term credit from bank and                                   -         358                  - 
   others 
  Trade payables                                                   13         310                  9 
  Other accounts payable                                           81         507                 94 
  Loans convertible to shares                                       -         181                  - 
  Liabilities at fair value                                     7,727       7,570              7,331 
  Total current liabilities                                     7,821       8,926              7,434 
                                                           ----------   ---------        ----------- 
 
 Liabilities for distribution to                                    -       9,385                  - 
  shareholders 
                                                           ----------   ---------        ----------- 
 
 Total Equity and Liabilities                                     409      41,740                861 
                                                           ==========   =========        =========== 
 
                    The accompanying notes to these condensed interim consolidated financial 
                                     statements are an integral part thereof. 
                   October 31, 2022 
 ---------------------------------------------------    ------------------------   -------------------------- 
  Date of Approval        Alon Shani                 David Ben David, 
   of the Financial           CEO                          Acct.                             Director 
      Statements                                         Controller 
 
 
   SHEFA GEMS LTD.   [Formerly Shefa Yamim (A.T.M.) LTD.] 

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

In NIS in thousands [except for loss per share]

 
 
                                                        For the Period of                For the Year 
                                                        Six Months Ended                     Ended 
                                                            June 30                       December 
                                                                                              31 
                                                    2022          2021                      2021 
                                                  -------   ----------------       ---------------------- 
                                                           (Unaudited)                    (Audited) 
                                                  --------------------------       ---------------------- 
 
 General and administrative 
  expenses (includes NIS 120 
  to related party)                                  (495)           (1,412)                      (2,816) 
  Impairment of exploratory 
   assets                                                -          (29,047)                     (58,565) 
 
 Operating loss                                      (495)          (30,459)                     (61,381) 
 Other income (expenses), net                            -                 -                          103 
                                                  --------       -----------       ---------------------- 
 Loss prior to financing                             (495)          (30,459)                     (61,278) 
                                                  --------       -----------       ---------------------- 
 
 Financial income                                       55               64                            35 
 Financial expenses                                  (399)           (1,793)                     (1,429) 
                                                  --------       -----------       ---------------------- 
 
 Financial costs, net                                (344)           (1,729)                 (1,394) 
                                                  --------       -----------       ---------------------- 
 
 
 Comprehensive loss for the 
  period                                             (839)          (32,188)                    (62,672) 
                                                  ========       ===========       ====================== 
 
 Basic and diluted loss per 
  share (in NIS)                                   (0.000)           (0.000)                      (0.000) 
                                                  ========       ===========       ====================== 
 
 
 

The accompanying notes to these condensed interim consolidated financial statements are an integral part thereof.

SHEFA GEMS LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(In NIS in thousands)

 
 
                                                                   Capital 
                                                                   Reserve 
                                                    Capital          for                           Total 
                                                    Reserve     Transactions                       Equity 
                                   Dividend       for Payment       with                         Attributed 
                     Premium         for          on Account     Interested       Accumulated    to Company 
                    on Shares    Distribution      of Shares       Parties          Deficit     Shareholders 
                 ------------  --------------  --------------  --------------  --------------  ------------- 
 Unaudited 
 Balance as of 
  January 1, 
  2022                119,826         (2,838)           5,762           6,312       (135,634)        (6,573) 
 Comprehensive 
  loss for the 
  period                    -               -               -               -           (839)          (839) 
                 ------------  --------------  --------------  --------------  --------------  ------------- 
 Balance as of 
  June 30, 2022       119,826         (2,838)           5,762           6,312       (136,473)        (7,412) 
                 ============  ==============  ==============  ==============  ==============  ============= 
 
 Unaudited 
 Balance as of 
  January 1, 
  2021                116,497               -           5,762           6,312        (72,962)         55,609 
 Comprehensive 
  loss for the 
  period                    -               -           - . -               -        (32,188)       (32,188) 
                 ------------  --------------  --------------  --------------  --------------  ------------- 
 
 Balance as of 
  June 30, 2021       116,497               -           5,762           6,312       (105,150)         23,421 
                 ============  ==============  ==============  ==============  ==============  ============= 
 
 

Audited

 
     Balance as of January 1, 
     2021                                  116,497                -                                                              55,609 
      Comprehensive loss for the 
      year                                       -                -          5,762          6,312           (72,962)             (62,672) 
      Issuance of shares                     3,329                -              -              -           (62,672)              3,329 
                                                                                 -              -                  - 
  Dividend for distribution 
   (see Note 3a)                                 -          (2,838)              -              -                  -              (2,838) 
                                         ---------       ----------       --------       --------       ------------       -------------- 
 
 Balance as of December 31, 
  2021                                     119,826          (2,838)          5,762          6,312          (135,634)              (6,573) 
                                         =========       ==========       ========       ========       ============       ============== 
 

The accompanying notes to these condensed interim consolidated financial statements are an integral part thereof.

SHEFA GEMS LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(In NIS in thousands)

 
 
 
 
                                                          For the Period                 For the Year 
                                                       of Six Months Ended              Ended December 
                                                             June 30,                        31, 
                                                  2022                2021                  2021 
                                                -------          --------------      ----------------- 
                                                         (Unaudited)                      (Audited) 
                                           ------------------------------------      ----------------- 
 Cash Flows for Operating Activities: 
 Loss for the period                              (839)                (32,188)               (62,672) 
 Adjustments Required to Show 
  Cash Flows 
  Used in Operating Activities 
  (Appendix A):                                     162                  31,065                 59,531 
                                                -------          -------------- 
 Net Cash Used in Operating Activities            (677)                 (1,123)                (3,141) 
                                                -------          --------------      ----------------- 
 
 Cash Flows from Investing Activities: 
 Exit from consolidation (see 
  Appendix B)                                      -                          -                (3,775) 
 Consideration from redemption 
  of securities                                       -                   1,200                  1,200 
 Acquisition of fixed assets                          -                     (5)                    (5) 
 Investment in assets for exploration 
  and evaluation of precious stones                   -                 (1,006)                (1,024) 
 Net Cash Provided by (Used in) 
  Investing Activities                                -                 189                    (3,604) 
                                                -------          --------------      ----------------- 
 
 Cash Flows from Financing Activities: 
 Receipt (repayment) of loans 
  from banks and others, net                          -                     182                  (176) 
 Loans received (repaid) from 
  interested parties, net                             -                   4,443                  4,443 
 Repayment of a loan from related 
  parties                                             -                    (31)                   (16) 
 Repayment of fund in regard 
  to leasing                                          -                   (254)                  (255) 
  Investment in Company shares                                                                   3,283 
 Receipts on account of loans                         -                     -                        - 
  convertible to shares 
 Interest paid                                      (3)                   (103)                  (164) 
                                                -------          --------------      ----------------- 
 Net Cash Provided by (Used in) 
  Financing Activities                              (3)                4,237                7,115 
                                                -------          --------------      ----------------- 
 
   Cash for distribution to shareholders              -                 (3,775)                      - 
                                                -------          --------------      ----------------- 
 
   Exchange rate differences in 
   regard to cash and cash equivalents               55                  -                           - 
                                                -------          --------------      ----------------- 
 
 Increase (Decrease) in Cash 
  and Cash Equivalents                            (625)                 (472)                      370 
 Cash and cash equivalents at 
  the beginning 
  of the period                                     853                 483                        483 
                                                -------          --------------      ----------------- 
 
   Cash and cash equivalents at 
   the end of the period                            228                 11                         853 
                                                =======          ==============      ================= 
 
 

The accompanying notes to these condensed interim consolidated financial statements are an integral part thereof.

SHEFA GEMS LTD. [Formerly Shefa Yamim (A.T.M.) LTD.]

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(In NIS in thousands)

 
 Appendix A 
 
                                             For the Period 
                                             of Six Months        For the Year 
                                                 Ended           Ended December 
                                                June 30,              31, 
                                           2022       2021           2021 
                                         -------  ----------  ----------------- 
                                             (Unaudited)          (Audited) 
                                         -------------------  ----------------- 
 Adjustments Required to Show 
  Cash Flows 
  Provided by (Used in) Operating 
  Activities: 
 Expenses (income) not involving 
  cash flows: 
 Depreciation *                                -          15                 15 
 Capital gains                                 -       (274)              (274) 
 Impairment of assets for exploration 
  and evaluation of precious stones            -      29,150             58,565 
 Financing expenses (income), 
  net                                        344       1,729              1,394 
 
 
 Changes in Assets and Liabilities: 
 Decrease (Increase) in other 
  accounts receivable                      (173)         (2)                 99 
 Increase (Decrease) in trade 
  payables                                     4         167              (135) 
 Increase (Decrease) in other 
  accounts payable                          (13)         280              (133) 
                                         -------  ----------  ----------------- 
                                             162      31,065             59,531 
                                         =======  ==========  ================= 
 
 
 
   Appendix B 
 
 Exit from consolidation : 
 Receivables                                                -                     -                          (112) 
  Assets for exploration and evaluation 
   of precious stones and assets                                                                           (6,128) 
  Fixed assets                                               -                     -                          (831) 
 Usage rights                                                -                         -                        136 
 Loans from related and interested 
  parties                                                    -                     -                          6,576 
 Trade payables and credit balances                         -                     -                          1,006 
  Liability for severance pay                                -                     -                            290 
 Detraction of a dividend for 
  distribution                                               -                     -                          2,838 
                                                --------------           -----------      ------------------------- 
                                                            -                     -                          3,775 
 
 Appendix C 
 Significant Operations Not Involving 
  Cash Flows: 
 Fixed assets in regard to exploration 
  and evaluation of precious stones                                                                      166 
  Usage rights assets for exploration 
   and evaluation of precious stones                        -              166 
  Liability for severance pay                               -                                          (269) 
                                                            -            (269)                            46 
                                                                           136 
 
 
 

The accompanying notes to these condensed interim consolidated financial statements are an integral part thereof.

SHEFA GEMS LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(In NIS in thousands)

NOTE 1:- GENERAL

 
 
             a.                1.     The reported entity - 
                                      Shefa Gems Ltd. [previously: Shefa Yamim (A.T.M.) 
                                       LTD.] (hereinafter - "the Company") is an Israeli 
                                       company who was engaged in exploration for diamonds, 
                                       gold and precious stones in the northern area of 
                                       Israel. 
                                      As of December 31, 2021 the controlling interest 
                                       in the Company was changed and the company ceased 
                                       its exploration operation (see b below). 
 
                               2.     These condensed interim consolidated financial 
                                       statements are to be viewed together with the annual 
                                       financial statements of the Company as of December 
                                       31, 2021 and their accompanying Notes. 
 
             b.                During November 2020 the Company's board of directors 
                                decided to make organizational changes within the 
                                Company. In the framework of these changes, the prospecting 
                                and exploration operations in search for precious 
                                stones and gold, performed by the Company from its 
                                inception until March 2022, would be transferred to 
                                its subsidiary (Shefa in Israel (G.M) Ltd., hereinafter 
                                - "the subsidiary"). 
               c.        On August 9, 2021 the special meeting of the Company's 
                          shareholder approved the agreement signed between 
                          the Company and Shani group (hereinafter "the agreement". 
                          This agreement includes: 
 
                    Distribution of shares of Shefa Israel (formerly 
                     "the subsidiary)", directly to the Company's 
                     shareholders, as a dividend in kind- 
                    During January 2021, all exploration assets 
                     and their attributed operations were transferred 
                     to Shefa Israel. As consideration, Shefa Israel 
                     allocated shares to the Company. As part as 
                     the agreement, the shares were transferred to 
                     an agreed trustee (Mr. Nathan Druckman, Adv.) 
                     in order to enable him to allocate the Subsidiary's 
                     shares on a pro-rata basis, to all the company's 
                     shareholders at the determination date (August 
                     10, 2021). Distribution will take place as part 
                     of a dividend in-kind subject to and subsequent 
                     to approval by the Court. 
                    This distribution was recorded as a dividend 
                     for distribution in the Company's financial 
                     statements. 
             d.                The Company has accumulated losses since its inception 
                                and does not have any operations that yield revenues. 
                                Financing of its operations has, until now, been performed 
                                by infusions of capital and/or loans. The Company 
                                has plans of installation of new operations, but there 
                                is uncertainty in this regard. These facts raise significant 
                                doubt as to the continued existence of the Company 
                                as a "going concern." 
                                These condensed interim financial statements do not 
                                include any adjustments to the value of the assets 
                                and liabilities and their classifications that would 
                                possibly be necessary in the event that the Company 
                                cannot continue as a "going concern. 
 
 
 
 
 

SHEFA GEMS LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(In NIS in thousands)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

 
 Declaration in regard to Implementation of International   a. 
  Financial Reporting Standards (IFRS) 
 
 
   The condensed interim financial statements have been 
    prepared in accordance with IAS 34, "Interim Financial 
    Reporting." The 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 
    as at and for the year ended December 31, 2021 (hereinafter: 
    "the Annual Financial Statements"). However, selected 
    explanatory notes are included to explain events and 
    transactions that are significant for an understanding 
    of the changes in the Company's financial position 
    and performance since the Annual Financial Statements. 
 
   These financial statements were authorized by the Company's 
    board of directors on October 31, 2022. 
 
 
 Foreign Currency and Linkage Basis   b. 
 
 
       Detail in regard to the change in the Consumer Price 
        Index and the exchange rate of the foreign currency: 
 
 
                                                       For the Period           For the Year 
                                                        of Six Months           Ended December 
                                                         Ended June                  31, 
                                                             30, 
                                                     2022         2021              2021 
                                                   --------      ------      ----------------- 
    Change in CPI (applicable)                       3.22%        1.59%             2.8% 
    Change in CPI (known)                            3.13%        1.41%             2.4% 
    Change in rate of exchange                       7.9%         1.4%              0.9% 
     - U.S. $ 
     Change in rate of exchange                      (6.3%)        2.9%             2.9% 
      - GBP - GBP 
 
 
 
   c.   Judgments and Estimates 
        In preparing these Interim Financial Statements in accordance 
         with the IFRS, management is required to make judgments, 
         estimates and assumptions that affect the application 
         of accounting policies and the reported amounts of assets 
         and liabilities as well as income and expenses. We clarify 
         that actual results may differ from these estimates. 
         The significant judgments made by management in applying 
         the Company's accounting policies and the key sources 
         of estimation that served for estimates that are bound 
         up with uncertainty were consistent with those that were 
         applied in the Annual Financial Statements. 
 

SHEFA GEMS LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(In NIS in thousands)

NOTE 3:- SIGNIFICANT EVENTS SUBSEQUENT TO BALANCE SHEET DATE

 
         a. On August 22, 2022 the Court approved for the Company an actual distribution 
          in kind of the shares of Shefa in Israel (G.M.) Ltd. The distribution 
          of the dividend in kind will be to all the registered shareholders of 
          the company. 
          In accordance with the ruling of the Court, this distribution is to 
          occur within six months after receiving the approval of the Court. 
          b, On October 31, 2022 the board of directors approved remuneration 
          to Mr.Alon Shani, currently serving as the Company CEO and Chairman 
          of the board of the directors. The remuneration approved regarding salary 
          and expenses is in the amount of NIS 120 thousand and equivalent to 
          the amount that was withdrawn by Alon during the financial statements 
          period. These salary payments were approved for the period commencing 
          January 2022 and ending June 2022. 
          The financial statements contain expenses recorded in regard to this 
          approval. The approval of the Board of directors will be presented to 
          the Company shareholders for approval at the next A.G.M. 
 
 
 
 

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