Limitless Earth Plc - Final Results for the year to 31 January 2024

31 July 2024

LIMITLESS EARTH PLC

("Limitless" or the "Company")

Final Results for the year to 31 January 2024

Notice of AGM

Limitless Earth plc (AIM: LME), an AIM quoted investing company, announces its final results for the year to 31 January 2024.

The Annual Report and Accounts for the year ended 31 January 2024 will shortly be posted to shareholders and uploaded to the Company’s website: www.limitlessearthplc.com.

The Company also announces that its 2024 Annual General Meeting (“AGM”) will be held at 11.00 a.m. BST on Friday 23 August 2024, at the offices of Cairn Financial Advisers LLP, 80 Cheapside, 3^rd Floor, London, EC2V 6EE.

This announcement contains inside information for the purposes of UK Market Abuse Regulation. The Directors of the Company take responsibility for this announcement.

For further information, please contact:

Chairman’s Statement

During the reporting period, the Company continued to strategically invest in sectors influenced by demographic trends, focusing on areas such as cleantech, life sciences, and technology. These areas, including investments in Saxa Gres S.p.A (“Saxa Gres”), V-Nova International Ltd. (“V-Nova”), Chronix Biomedical, inc. (“Chronix”), and Exogenesis Corporation (“Exogenesis”), represent current holdings guided by the Company's investment policy. The board plans to expand these investments, leveraging new opportunities through a specialized management team and capital raising.

Acknowledging the need for timely and strategic investments, the Board has traditionally opted for follow-on investments in existing companies. However, it remains open to exploring and potentially investing in new opportunities that align with the Company's investment criteria. The Company aims to ensure that any new investments are viable and align with its established policy.

The Company's investment policy focuses on sectors where demographic shifts significantly drive growth, investing in both quoted and unquoted securities, either directly or indirectly through partnerships, joint ventures, or individual assets. Investments can occur at any development stage, emphasizing direct investments that may or may not involve other investors.

Recent global events like Brexit and the COVID-19 pandemic have led to market volatility, prompting the Board to consider co-investment opportunities through connections in family and asset wealth management. This approach is anticipated to provide increased liquidity for exits and access to follow-on funding, which could enhance risk management and divestment strategies.

Investments are predominantly in equity or convertible loans, and all are assessed at fair value. To determine this, Directors review information from investee companies and publicly available data. Despite positive data, there is insufficient evidence to adjust the fair value beyond the cost, highlighting a lack of substantial information to support an increase or decrease in valuation.

The investments during the reporting period are:

Saxa Gres S.p.A, a turn-around circular economy company which specialises in an innovative tile production process. The company has been successful in expanding its operations by competitor acquisitions which has enabled it to satisfy the increasing demands for its products while attracting relevant institutional investors such as A2A S.p.A, a €4 billion listed company which took a holding in this investment of 27.7%

The spike in global gas prices in 2022 significantly impacted operations for companies like Saxa Gres, which rely heavily on gas for production. Multiple factors contributed to this surge in prices, including geopolitical tensions, supply chain disruptions, and varying demand dynamics as global economies recovered from the pandemic. Saxa Gres' decision to reshape the terms of its bonds, likely in response to the 2022 spike in gas prices and the financial strain it caused, has resulted in a decreased market value for these bonds.

Given the need to simultaneously reduce debt and recapitalise the group, Saxa Gres has advised the market that it is currently identifying and exploring options for the most suitable solution to achieve this result.

The company has informed the market about its exploration of various options to find a suitable solution.

This includes a potential acquisition, as indicated by a binding letter from a prominent Real Estate Asset Manager expressing interest.

Once a definitive solution is formulated, it will be presented to bondholders for assessment and approval in accordance with applicable laws. Given the uncertainty of these plans, Saxa Gres' board has opted for a conservative financial strategy, marking a significant 60% reduction in investment as a fair value adjustment.

V-Nova International Ltd. is a London-headquartered technology company providing next-generation compression solutions that address the ever-growing media processing and delivery challenges. As an IP software company, V-Nova has developed an innovative video and imaging compression technology with valid proof of revenues and concept also in relevant emerging market countries.

V-Nova’s LCEVC (Low Complexity Enhancement Video Coding) is the industry’s first highly optimised implementation of MPEG-5 Part 2 Low Complexity Enhancement Video Coding (LCEVC), the codec-agnostic ISO/IEC enhancement standard capable of providing higher quality at up to 40% lower bitrates than codecs used natively. Its unique low-complexity design can allow for immediately accelerated encoding by up to 4 times compared to other commonly used codecs via a simple software upgrade, producing significant transcoding cost efficiencies.

V-Nova’s management has helped ensure that the company’s technology is becoming an integrated world standard.

Following a fundraising round in 2021, which raised €33 million in total and included industry-relevant investors, technical validation of V-Nova’s offering continued. In the first quarter of 2022, the V-Nova MPEG-5 LCEVC was selected for the video enhancement codec layer of Brazil’s next-generation broadcast system.

Brazil’s Digital Terrestrial Television System Forum (SBTVD Forum) has been working on its next-generation broadcast/broadband solution for a while and after extensive and rigorous testing followed by agreement by the Brazilian Ministry of Communication, Brazil’s SBTVD announced the selection of technologies that will be adopted as part of the TV3.0 Project which incorporates V-Nova’s MPEG-5 LCEVC codec, the only multilayer enhancement video codec selected.

Due to exponential video consumption growth, V-Nova’s technology can materially increase energy savings, including direct server electricity consumption. It assists in reducing hardware replacement rates and provides greater reach to using older technology. It drives indirect savings in areas including manufacturing costs, cooling, content transmission, storage and caching, and end-user decoding.

V-Nova rapidly expanded its footprint of reference players integrated with its MPEG-5 LCEVC technology with several new web players.

On Revenue Generation Update the Brazilian government has announced their support to accelerate the adoption of the new SBTVD specification, with first roll-outs – and consequently a potential revenue generation for V-Nova to start in Q1 2025. The Board is waiting for V-Nova to sign relevant contracts in order to secure a recurring revenue stream. From public news, new Customers are moving from support to commitment: Even more conservative parties are actively evaluating the deployment of LCEVC The Company is then optimistic that V-Nova has reached a stage of development where it will be able to exploit its years of hard work and, importantly, value the investments in it as it progresses towards reaching profitability and expanding V-Nova’s patented capabilities in as many verticals as possible.

In the last fundraising, V-Nova was able to reach a higher valuation as reflected by LME accounts

Chronix Biomedical, Inc. is a privately-owned biotech company founded in 1997 which specialises in simple blood tests (liquid biopsies) for real-time monitoring of the effectiveness of cancer drugs, including immunotherapies, and rejection of transplanted organs. The cancer test is based on a patented technology whereby Chronix can identify gains and losses in cell free DNA that allow them to determine if a cancer therapy is working. The transplant test allows Chronix to determine if the organ that is transplanted is being accepted or rejected, and thereby allows the physician to alter the immunosuppressive drug regimen given to the patient.

In June 2018, Chronix signed its first commercial agreement with a large EU-based lab group. The group already processes more than 150,000 laboratory samples daily and provides an exclusive licence for Germany, Austria, Switzerland, and Belgium. The contract is for 15 years, and independent research analysts have estimated the net present value of the licensing payments to Chronix over the life of the agreement to be approximately $92 million.

In April 2021, Oncocyte, a listed Nasdaq Company specialised in precision diagnostics, with the mission to improve patient outcomes by providing personalised insights that inform critical decisions throughout the patient care journey, bought Chronix, allowing them to use their network to distribute Chronix’s products. As part of the terms of the acquisition, Chronix’s shareholders received rights to future revenues on Chronix’s products sold.

In Q2 2022, Oncocyte announced that it had completed the development of its proprietary TheraSure™ Transplant Monitoring test for liver transplant patients, marking the successful completion of the Chronix technology transfer.

Oncocyte’s readiness to deploy TheraSure following the company’s acquisition of Chronix Biomedical and Oncocyte's announcement marks the first product to be launched clinically from the Chronix acquisition.

Oncocyte-Chronix’s impact investment angle: Chronix’s tests provide the opportunity for patients and healthcare providers to avoid billions of pounds of diagnostic surgery costs, for patients to avoid invasive surgery, healthcare providers to reduce demand on resources.  Chronix’s products provide for cost-effective, surgery-free treatment monitoring which could lead to more effective care and treatments, saving money and lives.

The Company is currently awaiting detailed financial data regarding the distribution agreements and projected sales revenue for Oncocyte Chronix products in 2025. This information is critical as it will influence the potential recovery of the company's investment and ultimately impact the future revenue generated from these products.

Due to the delay in this year's expected product distribution, the Board has decided to take a conservative approach and reduce the value by 38% compared to the previous year.

Exogenesis Corporation headquartered in Massachusetts, USA, is a private, venture-capital-backed company that has developed and is commercialising a proprietary technology to modify and control surfaces without applying a coating or creating sub-surface damage. Exogenesis is commercialising a platform technology, NanoAccel™, using Accelerated Neutral Atom Beam (ANAB) and Gas Cluster Ion Beam (GCIB) technologies that modify and control surfaces of materials at a nanoscale level. The company's proprietary technologies are used for surface modification and control in a broad range of biomedical, optical and semiconductor applications.

On Mid 2021, nanoMesh™ LLC, a subsidiary of Exogenesis Corporation, announced the formation of a Medical Advisory Board supporting the commercial launch of the nanoMesh™ product line indicated for the repair of abdominal wall hernias and abdominal wall deficiencies that require the addition of reinforcing material to obtain the desired surgical result.

nanoMesh™ was commercially available in the US and possesses a unique nanometer-level surface texture, via the application of Accelerated Neutral Atom Beam (ANAB) technology during manufacturing.

Exogenesis’ impact investment angle: its technology can modify materials in order to alter their behaviour or effectiveness or change their chemical and/or physical properties to replicate other, more expensive materials.

The Board facing Exogenesis financial challenges, has had to make tough decisions regarding its investment.

In 2023, it opted for a 50% reduction in investment values as a fair value adjustment, demonstrating a cautious approach to Exogenesis's financial health.

By 2024, it became clear that further Exogenesis funding was not forthcoming, leading the board to impair the full investment while holding out for potential minor revenue from the sale of residual assets.

It is the intention of the Board to seek to exit the current investments when conditions provide for a successful exit, in order to provide funds for reinvestment.   The Board looks forward to updating shareholders with further progress in due course.  

Guido Contesso

Chief Executive Officer

30 July 2024

for the year ended 31 January 2024

There are no items of other comprehensive income.

The notes in the annual report form an integral part of these financial statements.

As at 31 January 2024

The notes in the annual report form an integral part of these financial statements.

The financial statements were approved and authorised for issue by the Board on 30 July 2024.

for the year ended 31 January 2024

The notes in the annual report form an integral part of these financial statements.

for the year ended 31 January 2024

The notes in the annual report form an integral part of these financial statements.

Notes

1. General information

Limitless Earth Plc is a company incorporated and domiciled in the United Kingdom. The Company is a public limited company, which is listed on the AIM market of the London Stock Exchange. The address of the registered office is Suite 2, Northside House, Mount Pleasant, Barnet, Hertfordshire, England, EN4 9EB.

The Investing Policy is to invest principally, but not exclusively, in sectors where changing demographic factors are important drivers of growth. The Company intends to focus initially on projects located in Europe but will also consider investments in other geographical regions. The Company may become an active investor, acquire controlling stakes or minority positions, in each case, as the Board considers appropriate and commercial.

The financial statements are presented in Pounds Sterling, which is the Company’s functional and presentational currency.

2. Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of these financial statements are set out below. The policies have been consistently applied throughout the period, unless otherwise stated.

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and IFRIC interpretations and with Companies Act 2006      applicable to companies reporting under IFRSs.  The financial statements have also been prepared under the historical cost convention, as modified by the revaluation of financial assets at fair value through profit or loss.

The preparation of financial statements in conformity with IFRSs 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 to the financial statements are disclosed later in these accounting policies.

Going Concern

At the reporting date the Company had cash resources of £74,520 and the Directors have prepared cash forecasts that show that, at the time of approving the financial statements, the Company has adequate resources to continue in existence for the foreseeable future.  Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

Changes in accounting policies and disclosures

New standards, amendments and interpretations adopted by the Company

No new standards, amendments or interpretations to existing standards that have been published and are mandatory for the Company’s accounting periods beginning on or after 1 February 2024, or later periods, have been adopted early.

3. Financial Asset Investments

The valuation model adopted by management is explained in Note 3 of the Annual Report and Accounts, Critical accounting judgements and estimations and is applicable to each of the investments listed below: 

Chronix Biomedical Inc (“Chronix”)

On 8 October 2015 the Company made an investment in Chronix of US $500,000 (approximately £329,511) in the series I round of convertible preference stock (“Series I Stock”) at a price of US $0.40 per share. On a fully diluted basis, considering all classes of common and preference stock in issue, at the date of investment, Limitless’ investment represented 0.72% of Chronix’s issued share capital and values Chronix at approximately US $69 million.

On 20 September 2019, the Company announced that it made a further investment of $100,000 (£81,526) in form of a promissory note.

On 19th Match 2021, the Company announced that Chronix had entered into an agreement with Oncocyte Corporation Inc. (“Oncocyte”), a listed US based molecular diagnostics company, for its acquisition for cash, equity and a future revenue share consideration on Chronix products from now on using the Oncocyte distribution channels

On 20th April 2021 and after the financial year, Chronix repaid $109,460.09 which comprises of the $100,000 promissory note interest.

On 29th June 2022 the Chronix Equity Representative receiving Chronix products sales updates from Oncocyte, estimated the possibility of receiving a first cash flow within one year (potentially up to the 50% on the investment) if the current sales track were maintained.

Future cash flows will be received yearly over a period of 7 to 10 years, depending on each type of Oncocyte Chronix product and the countries in which Oncocyte distribution channels sell them.

Due to the delay in this year's expected product distribution, the Board has decided to take a conservative approach and reduce the value by 50% compared to the previous year.

V Nova International Ltd (“V-Nova”)

On 18 December 2015, the Company made a cash investment of £500,000 in V-Nova, a company that specialises in Advanced Signal & Data Compression Solutions. The investment was through the acquisition of £500,000 worth of Convertible loan notes. On 4 April 2017, these notes were converted into 7,284,382 Series B1 Participating shares at a 20% discount to the preferential valuation of V-Nova at the time, of £100 million.

On 30 October 2020, V-Nova raised £16,810,410 on a series C1 funding round and the company settled unconverted loan not holders with £8,556,144 cash. V Nova raised a further £5,661,027 in December 2020.

On 16 June 2022, V-NOVA finalized fundraising of £27,014,336 at £0.09 with Limitless Earth holding 7,284,382 Shares.

On the current VNova round of fundraising the shares in V-Nova are priced at £0.136 each. This values the Limitless portfolio at £990,675.95

Saxa Gres S.A (”Saxa Gres”)

On 23 December 2015, the Company invested €350,000 (approximately £258,830) in Saxa Gres.  As a first-round subscriber, Limitless has also been granted an option to acquire 1.1655 per cent of the equity in Saxa Gres at nominal value with the intention that, once the bonds have been repaid, Limitless will be able to maintain an interest in Saxa Gres of approximate value to the bond investment.

On 21 March 2017, Limitless announced that it had increased its investment in Saxa Gres by acquiring a further 267 Notes for a value of €267,000. These Notes were also accompanied by options to acquire shares in Saxa Gres, in this case, to acquire another 1.333% of its equity share capital with each option having an exercise price of €1. In total, Limitless has options to acquire approximately 2.5% of the equity share capital of Saxa Gres at an exercise price of €1 per share.

On 16 November 2017, the Company announced that it had made a further investment in Saxa Gres. of approximately EUR €75,000 in form of a loan.  Saxa Gres was raising funds, via an increase in its share capital, in order to invest in a new production line, it required to meet a significant increase in orders. Limitless participated alongside two sizable credit funds in order to maintain its interest in Saxa Gres.

On 19th January 2021, the Company announced that a recent investor in Saxa Gres, was A2A S.p.A., a €4 billion listed company, as a Saxa Gres shareholder (27.7%) and as a relevant industrial partner which could help to expand and solidify Saxa Gres’ successful business model.

At the request of Saxa Gres in order for it to gain better access to bank financing to further its investment plans, the Board of LME, together with 96% of the existing 2023 bondholders, agreed to exchange its 617 Saxa Gres bond notes with maturity in 2023 into a similar amount of Saxa Gres notes of 7 per cent with maturity in 2026.

On 29th July 2021, the Company entered into an agreement with an FCA regulated broker to dispose of 30 Saxa Bonds ISIN: IT0005418436 (for a nominal value of €29,131.73 net of a 3.5% commission).

On 19th July 2022, the Company entered into an agreement with an FCA regulated broker to dispose EUR 275,000 Saxa Bonds ISIN: IT0005418436 (for a nominal value of €165,000 net of commission). The Board have provided a fair value reduction of EUR 227,820 on the carrying value in Saxa Gres investment at 31.1.2022.

On 27th July 2023, the Board agreed to impair the investment in Saxa Gres and provided a fair value reduction of EUR 211,781 (£178,653).

On 25th 2024 of July, the company received a Bid from an institutional counterpart at 95% of the notional value of the holding bonds, while impairing the value of the warrants.

Exogenesis Corporation (“Exogenesis)

On 6 May 2016, the Company made an investment in Exogenesis, a nanotechnology company that has developed nanoscale surface modification technology to, inter alia, improve the safety and efficacy of implantable medical devices and is being used to develop next-generation microscopy tools for DNA analysis.

The Company invested US $300,000 (approximately £200,000) in the Exogenesis senior convertible notes which accrued an 8 % annual interest (“Notes”).  The Notes, together with accrued interest, are convertible into Exogenesis series B preferred stock at a price of US $0.382 per share or, at the option of Limitless, into Exogenesis series C preferred stock at a 20 % discount to the issue price at the time of the next financing.

On 9 June 2017, the Company extended the maturity date of the loan notes to 31 December 2017 from 30 June 2017 and lowered the conversion threshold amount to $2,500,000. Upon achieving cash financing and reaching the maturity date, the notes were then converted into series B preferred stock at the agreed price.

On 27th July 2023, the Board agreed to impair the investment in Exogenesis and provided a fair value reduction of USD 150,000 (£ 131,893).

Today, it became clear that further funding was not forthcoming, leading the board to impair the full investment while holding out for potential minor revenue from the sale of residual assets.

The table of investments sets out the fair value measurements using the IFRS 7 fair value hierarchy. Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset as follows:

Level 1 – valued using quoted prices in active markets for identical assets.

Level 2 – valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.

Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data.

The valuation techniques used by the Company are explained in the accounting policy note, “Financial asset investments”.

LEVEL 3 FINANCIAL ASSETS

Reconciliation of Level 3 fair value measurement of financial assets:

4. Earnings Per Share

(a)  Basic

Basic earnings 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 period.

(b)  Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. There were no potentially dilutive instruments outstanding at 31 January 2024. 

5. Post Year End Events

On 31 July 2024, the Company plans to announce the appointment of Mr Edgar Hernandez as President and Chief Executive Officer of the Company. In addition to the appointment, Mr Hernandez entered into a subscription agreement with the Company, raising £150,000 via the subscription through the issue of 10,714,286 new ordinary shares of 1 pence each in the Company at a price of 1.4p per ordinary share.

Forward Looking Statements

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.