10 February 2021

Starvest Plc ("Starvest" or "the Company")

Audited results for the year ended 30 September 2020

Chairman's Statement

I am pleased to present my annual statement to Shareholders for the year ended 30 September 2020 and the twentieth since the Company was formed in 2000.

It is however with sadness that I and my colleagues acknowledge the passing of former Chairman Bruce Rowan. Bruce joined the board in late 2001 and brought his own unique style and personality to the company and proceedings during his 14-year tenure. His encouragement and belief in fledgling natural resource companies allowed many to succeed while also providing returns for our shareholders. Our condolences go to his family and friends.

Results for the year

After a relatively quiet start to our fiscal year during the fourth quarter of calendar 2019, the economic shock of the global pandemic and investors' desire for traditional safe-haven assets boosted precious metals stocks and certain other natural resources companies. In this environment, the strategy we have pursued for several years to focus on investments in gold producers has proven to be rewarding for our shareholders. Our investment portfolio appreciated 829% in the year to 30 September 2020 to £17.8 million. Our market capitalisation and, in turn, our share price gained approximately 700% over this same period, although our shares continued to trade at a significant discount to net asset value. As at 31 Dec 2020 our Company's Net Asset Value had increased further to £31.4m compared to a Net Asset Value of £2.4m twelve months prior, a gain of more than 1,200% however we note that the value of the company's publicly traded investments have declined somewhat since then.

Greatland Gold plc (ticker: GGP), which is by far our largest investment, remained one of our best-performing investments for a third consecutive year due to its outstanding Havieron gold-copper discovery in Australia. Havieron's initial inferred resource of 4.2Moz gold equivalent* was announced in December 2020 and Greatland has continued to develop its Farm-In and Joint Venture deals with its major partner Newcrest Mining Ltd. Greatland's share price increased more than 1,000% in the twelve months to 30 Sept 2020 and has risen further since. Ariana Resources continues to meet and often exceed forecasted production and revenue at its 50/50 JV Kiziltepe mine. It is also achieving good progress at its Salinbas exploration property and new Cyprus assets. Cora Gold continued work on its Sanankoro project, expanding the known mineralisation along strike and at depth and developing the project with positive metallurgical and feasibility studies.

We believe that the long-term outlook for the gold price remains favourable and we remain committed to our strategy.

* GGP RNS dated 10 December 2020

Investing policy

The Company's investing policy is set out below and made available on our website, www.starvest.co.uk.

Trading portfolio valuation

A brief review of the major portfolio companies follows below. Other investee companies are listed on the websites from which further information may be obtained.

Shareholder information

The Company's shares are traded on AIM.

Announcements made to the London Stock Exchange are available from the Company's website, www.starvest.co.uk, where historical reports and announcements are also available.

Callum N Baxter

Chairman and Chief Executive

9 February 2021

Investing policy statement

About us

The previous Board managed the Company as an investment company since January 2002. Following the appointment of Callum Baxter as Chairman in 2015, the Board has continued to focus the Company's investment strategy on the natural resources sector.

Collectively, the current Board has significant experience investing in small-capitalisation new issues and pre-IPO opportunities in the natural resources and mineral exploration sectors.

Company objective

The Company was established as a source of early stage finance to fledgling businesses, to maximise the capital value of the Company and to generate benefits for Shareholders in the form of capital growth and modest dividends.

Investing strategy 

Natural resources: Whilst the Company's investment mandate is not exclusively limited to natural resources, the Board sees this sector as having considerable growth potential in the medium term. Historically, investments were generally made immediately prior to an initial public offering on AIM or Aquis (formerly NEX) as well as in the aftermarket.  As the nature of the public market has changed since 2008, it is more likely that the future investment portfolio will include companies that have completed an IPO but remain in the early stages of identifying or, with the appropriate financial backing, developing a commercial resource.

Direct Project: The Company invests predominantly through ownership of equity stakes in target companies. However, the Company believes there may be opportunities to take direct interests in mining projects and subsequently to acquire equity positions in target companies on favourable terms in exchange for these direct project interests. Those companies would therefore become Starvest investee companies. The projects will be operated by the investee company; Starvest will not manage any project. Prior to selling any projects to corporate entities, Starvest may therefore have an interest in a number of projects. The addition of the Direct Project strategy to the Company's Investing Policy was approved by shareholders at the Company's annual general meeting held 1 December 2017.

Investment size:  Initial investments are usually not greater than £100,000. Target companies are invariably not generating cash, but rather they have a constant need for additional funding in order to continue exploration and development. Therefore, after appropriate due diligence, the Company may provide further funding support and make later market purchases, so that the total investment may exceed £100,000.

High risk:  The business is inherently high risk and cyclical, dependent upon fluctuations in world economic activity which affects the demand for minerals. However, the Company affords investors the opportunity to participate in diverse early-stage ventures, which the Board believes will offer the potential for significant returns for the foreseeable future.

Lack of liquidity:  Shares of investee companies typically trade in small volumes, even if they are quoted on AIM, Aquis (formerly NEX), ASX, or TSX-V. Therefore, during the early phase following an investment, it is rarely possible to liquidate a position at the quoted market price so investors must remain patient until the investee company develops and ultimately attracts greater market interest. If and when an exploration company finds a large exploitable resource, it typically presents greater liquidity to patient investors as an acquisition target by a third party or as a much larger and more actively traded independent entity.

Success rate:  Of the 15 to 20 investments held at any one time, it is expected that no more than five will prove to be 'winners'; from half of the remainder we may expect to see modest share price improvements. Overall, the expectation is that in time portfolio returns will be acceptable if not substantial. Accordingly, the Board is unable to give any estimate of the quantum or timing of returns.

Profit distribution:  When profits have been realised and adequate cash is available, the Board intends to distribute up to half the profits realised.

Other matters:  The Company currently has an investment in Equity Resources Limited, which itself is an investment company.

The Company takes no part in the active management of investee companies, although directors of the Company are, or have been, directors on the boards of several such companies. Callum Baxter, Chairman, is currently an Executive Director of one such company.

Review of trading portfolio

Introduction

During the year to 30 September 2020, the portfolio comprised interests in the companies discussed below, as well as other active companies that are not discussed herein. 

After a relatively quiet start to our fiscal year during the fourth quarter of calendar 2019, the economic shock of the global pandemic and investors' desire for traditional safe-haven assets boosted precious metals stocks and certain other natural resources companies. In this environment, the strategy we have pursued for several years to focus on investments in gold producers has proven to be rewarding for our shareholders. The value of our trading portfolio increased 829% over the twelve months to 30 September 2020. Including our cash position, our net asset value ("NAV") and NAV per share increased 698% and 673%, respectively, over the 12-month period to 30 September 2020.  Following a gain of 722% in market capitalisation, the discount to NAV remained approximately constant at 42% compared to 44% year on year.

Transactions

During the year the Company did not raise capital through placing or subscription. 

The Company disposed of its full holdings in Marechale Capital and Salt Lake Potash during the year, along with a portion of its positions in Oracle Power and Ariana Resources.

Trading portfolio valuation

Greater investor interest in perceived safe-haven assets led to stronger returns for the natural resources sector generally and for precious metals producers in particular. Our strategy of focusing on producers of precious metals, especially gold, benefited handsomely, as did our progress in restructuring and streamlining the portfolio investments, Many of our investee companies have appreciated substantially, leading to a portfolio value increase of 750% in the 12 months to 30 September 2020.

Given the availability of actual trading prices for many of our portfolio assets, we value our holdings using closing market prices for the periods shown.

The Company's Net Asset Value increased during the year to 30 September 2020 to £17.95m and the Company made a profit before and after tax of £15,749,105 compared with a profit of £386,850 in 2019.

In addition, the Company believes it has a strong financial position as it has no outstanding debt and ensures additional financial flexibility and liquidity by maintaining a bank overdraft facility, currently unutilised. Starvest is well-positioned to benefit from further strength in the natural resources sector through its exposure to early-stage precious metal producers. We believe that worldwide economic growth and more affluent consumers will increasingly demand motor cars, air conditioning, consumer goods, computers and other items that require the development and exploitation of natural resources in order both to produce and power.

Company statistics

The Company considers the following statistics to be its Key Performance Indicators (KPIs) and is satisfied with the results achieved in the year given the uncertain market conditions.

Since the year end values have improved significantly. As at the close of business on 31 December 2020 the Company's Net Asset Value was £31.38m although the value of the company's publicly traded investments have declined somewhat since then.

Review of the current market

The end of calendar 2019 continued to be a relatively difficult market for natural resources. Following the worldwide economic slowdown caused by the emergence of the COVID-19 virus, investors' desire for traditional safe-haven assets boosted precious metals stocks and certain other natural resources companies. The price of gold increased from a low of US$1,452 per troy ounce in November 2019 to a peak of US$2,067 in August 2020 and has remained at elevated prices relative to the last decade. Copper, nickel and zinc also gained over the year, as has lead, following a dip in late summer.

Oil prices fell over the period with US oil prices diving to negative figures briefly in April 2020 for the first time in history as traders sought to offload excess physical inventories in a world largely shut down by COVID-19. The slow re-opening of economic activity and production cutbacks have caused prices to recover somewhat, although they remain below pre-pandemic levels.

Investors are demonstrating greater interest in the natural resources sector, as the market looks forward to economic growth and further government stimulus via major infrastructure projects.

While the natural resources sector appears to have brighter prospects, the relative dearth of recent investment in the exploration and production of world-class mines has shifted attention to smaller opportunities as junior explorers take advantage of opportunities to acquire and develop available targets and as majors seek to replenish diminishing reserves by looking more towards exploration and development of smaller deposits that are more viable due to the increase in metal prices.

The current market conditions allow for measured, strategic investment in undervalued, early-stage, natural resource projects. 

Our primary investments in companies include the following:

Greatland Gold plc (www.greatlandgold.com)

The AIM-listed exploration company holds six exploration projects, four in Western Australia and two in Tasmania. Greatland also has farm-in and joint venture agreements in place with its major partner Newcrest Mining Ltd.

Greatland carried out ground gravity and induced polarization (IP) geophysical surveying over its Havieron licence not operated by Newcrest Mining and, following a few months' delay due to COVID-19 restrictions, commenced drilling at the Scallywag target. Newcrest expanded the drill campaign at Havieron and continued with infill and step-out drilling with very successful results. A mining lease was also successfully obtained for the Havieron gold-copper deposit from the Western Australian Department of Mines, Industry Regulation and Safety ("DMIRS"). The Mining Lease covers the 12 block area within the Havieron licence (E45/4701) that is subject to the Farm-in Agreement between Greatland and Newcrest dated 12 March 2019. Newcrest aimed to release a resource estimate before calendar year end 2020.

Drilling was carried out at the Saddle Reefs target on the Black Hills licence. Results confirmed the presents of high-grade gold mineralisation. Ground gravity surveys over the rest of the licence identified an additional three target areas within the licence area.

In Paterson Range East Greatland carried out aeromagnetic and ground geophysics surveys which were used for modelling and target generation, with eight high-priority targets identified. A mobile metal ion (MMI) geochemical surface soil sampling survey was subsequently carried out on the Goliath target, which returned geochemical signatures similar to Havieron.

Greatland Gold carried out drilling at Warrantinna and confirmed near surface gold mineralisation.

At Panorama surface geochemical work and airborne magnetics were carried out. Results returned extended a mineralised zone by 1km to 6.1km and magnetics determined a NE-SW oriented anomaly, clearly identifiable from magnetic derivative images, coincident with an anomalous gold trend identified from soil geochemistry.

While the company has a large market capitalisation, it does not yet generate any cash. However, Greatland is well-funded from the proceeds of exercised warrants and options.

Significant activities since year end: The company has continued to report excellent drilling results from the Havieron project and an Initial Inferred Mineral Resource estimate of 52Mt @ 2.0g/t Au, 0.31% Cu or 2.5g/t AuEq for 3.4Moz Au, 160Kt Cu or 4.2Moz AuEq. Mineralisation remains open outside of the resource shell with potential to grow the resource over time.

Greatland have also signed new agreements with Newcrest Mining covering the mining lease and a US$50million loan agreement to cover capital costs of establishing early-stage costs of development of the Havieron deposit through to completion of the Feasibility Study. A new joint venture agreement was also signed covering exploration of the Black Hills and Paterson Range East licence, and the Juri JV further cemented a strong working relationship between the two companies and provided Greatland with funds to carry out extensive exploration campaigns over the coming year.

Ariana Resources plc (www.arianaresources.com)

Ariana Resources PLC (Ariana) is a United Kingdom-based company engaged in the exploration development and mining of epithermal gold-silver and porphyry copper-gold deposits in Turkey and exploration in Cyprus.

The company is part of a joint venture on the Kiziltepe mine and has continued to meet and often exceed forecasted production rates. Despite difficulties and uncertainties during the pandemic Kiziltepe mine maintained production levels in line with forecasts and operating costs are averaging below $500 per ounce in the last reported quarter.

Ariana continued with exploration work on its Red Rabbit and Kizilcukur projects in Turkey and also undertook additional works on the Mariner project in Cyprus held by Venus Minerals Ltd ("Venus"), where it completed a required minimum spend of €920,000 in exchange for a 9.24% shareholding in Venus. Ariana has the right to earn up to 50% by October 2022 upon a minimum spend of €3million. 

Ariana has been developing other exploration projects in recent years and have entered into an MOU to partially dispose of some of these interests. One such deal will see Ozaltin Holdings acquire 53% of the Salinbas project and 50% of the Zenit, which is itself held in a 50:50 JV between Ariana and Proccea, for US$30million in cash.

Significant activities since year end: Ariana released a maiden resource for the Magellan Project in Cyprus, a Venus-run operation where Ariana are earning up to a 50% stake. A JORC-compliant implied resource of 8.5Mt @0.63% Cu with potential for gold, silver and zinc-rich zones was reported with the known mineralised sectors open in several directions and down-plunge.

The company also announced the sale of satellite deposits at Kiziltepe with a conditional agreement to sell its three remaining satellite deposits to the expanded Zenit JV for US$2m in cash payable over 20 months. In December the Company announced completion of the conditional agreement regarding the new JV between Ozaltin and Proccea for partial disposal of the Turkish assets, subject to approval by the Competition Authority in Turkey and by shareholders at Ariana's general meeting.

The Company also released a MRE for the New Sha project in Cyprus with an implied 1Mt at 0.8% Cu and 0.3% Zn for 8kt Cu and 2.5kt Zn. The resource is open pittable at 50-170m below surface, adding to the earlier Magellan Project's 8.5Mt resource.

Alba Mineral Resources plc (www.albamineralresources.com)

Alba Mineral Resource is a diversified mineral exploration company focused on oil and gas, gold and base metals with holdings in Greenland (heavy minerals and copper), UK (oil and gas, gold) and Ireland (base metals).

The Company's UK oil and gas efforts focus on Horse Hill-1 project where Alba hold a stake in the HHDL consortium developing the project, with a stake of approximately 10% in the project. HHDL received approval from the UK Oil and Gas authority to start long-term production from the field. The company is now reviewing options for the future use of the Horse Hill-2z Well to reduce future operating costs and improve production rates.

Activities at the UK Clogau Gold Mine (Alba hold a 90% stake) and Greenland Amitsoq Graphite field, which are undertaken during the northern hemisphere summer, were curtailed due to the pandemic. Work was, however, able to progress on planning and consent for underground drilling and bulk sampling at the gold site and the Greenland licences have been extended for a year to allow for the freeze on field work during 2020.

In February the company agreed to issue unsecured zero-coupon convertible securities to Bergen Asset Management ("Bergen") in exchange for up to £1.054million of funding. In March they issued the first tranche to Bergen with a nominal value of £223,000. Bergen converted this tranche into Alba shares over a period commencing in April 2020 through August 2020. The company followed this by raising over £450,000 (before expenses) of equity in August.

Significant activities since year end: Alba announced that it has been granted a six-year exploration licence over the Gwyfynydd Gold Mine in North Wales, a mine which historically produced 45,000 oz gold and which shares many geological and mineralogical characteristics to the Clogau mine. This licence extends the Company's land holding in the Dolgellau Gold Belt considerably. The company also reported drill results from the Clogau mine where over 550m were drilled over 7 holes, each intersecting quartz veining, the known historical host of prior gold sources.

Alba also announced that it raised £1.2m in November through a share placing at 0.375p as well as additional £36,000 generated through exercise of warrants. As a result, the company are well-funded for their planned drilling and exploration programmes over the coming year.

Cora Gold Limited (www.coragold.com)

The Company's exploration activities have already delineated significant mineralisation with confirmation of continuous oxide gold occurrences at Zone A, Zone B and Selin within the Sanankoro project. A maiden JORC 2012 compliant Inferred Mineral Resource Estimate ("MRE") of 5.0 million tonnes at 1.6g/t Au for 265,000 oz gold is supported by an independent JORC 2012 compliant Exploration Target of between 30-50mt of ore at an average grade of 1.0-1.3g/t for 1.0-2.0moz gold.

Results at its Bokoro and Dako II targets discovered two new 1.5km long gold zones about 1.5km south of the existing Selin deposit and 7.5km south of Zone A respectively. The discovery of two new zones of mineralisation close to the existing Selin deposit illustrates the potential of the Sanankoro project.

Cora have continued to de-risk this project showing shallow oxide material with potential for lower cost open pit mining, together with positive metallurgical test work results. The company also signed a US$21million term sheet with Lionhead Capital Advisors to fund construction on completion of a positive Feasibility Study before the end of 2021.

The company raised £2.89million in March and received £1.5million from the exercise of warrants during the year, leaving them well-funded.

Significant activities since year end: Post year end the company have announced commencement of a 5,000m air core drill programme across three of its licences in the Yanfolila Project area. The programme is targeting expansions to existing discovery holes.

Oracle Power plc (www.oraclepower.co.uk)

In February Oracle signed a Consortium Agreement with its partners, China National Coal Development Company Ltd. ("CNCDC") and Sheikh Ahmed Dalmook Al Maktoum Private Office One Person Company LLC ("HH Private Office"), the private office of His Highness Sheikh Ahmed Bin Dalmook Juma Al Maktoum.

News through the year then focused on discussions regarding finance and infrastructure for the Thar coal project.

The company have also announced that they have expanded their project scope to include a MOU with HH Private Office to look at mining opportunities in Africa. This in some way may lead to reducing the company's reliance on the Thar coal project and the Chinese investment with its protracted timescale.

Significant activities since year end: In November 2020, the company announced the acquisition of two gold projects in Western Australia, one located 25km east of the Kalgoorlie Superpit and the other 9km east of Northern Star's Jundee Gold Mine. Oracle have already begun field work on the North Zone Gold Prospect east of Kalgoorlie with the aim of refining drill targeting in advance of a maiden drilling campaign planned for early 2021.

Kefi Gold and Copper plc (www.kefi-minerals.com)

The company changed its name during the year to Kefi Gold and Copper.

Kefi Minerals is an exploration and development company focused on gold and copper deposits in the Arabian-Nubian Shield. Its main projects are Tulu Kapi in Ethiopia and the Jibal Qutmanand Hawiah projects in Saudi Arabia.

Kefi have progressed with project development on their Tulu Kapi Gold Project in Ethiopia with road and power infrastructure construction underway. Security on the mine licence has also been established and the ore processing plant was completed. Funding requirements were brought down by over $20m from those forecast in 2019. The company are reporting the plans for mine start up in 2022 are still on track.

The company is also progressing with work on the Hawiah copper-gold exploration licence in Saudi Arabia. Kefi entered into a JV with Gold and Minerals Ltd in June 2019, with Kefi maintaining operational control. A maiden implied mineral resource estimate of 19.3m tonnes at 0.9% Cu, 0.8% Zn, 0.6% 0.6g/t Au and 10.3g/t Ag are reported. Mineralisation remains open at depth with other high grade target zones undrilled.  An internal PEA shows favourable production rates of 2m tonnes per annum over 7 years with capital expenditures of approximately $222m and operating expenses of about $46m. At current metal prices, this project could generate net operating cash flow of approximately $70m per annum for a total estimated net cash surplus of $200m before financing costs and taxes.

Significant activities since year end: The company completed an equity placing for £3m in November 2020 with proceeds slated to be used for drilling and exploration on the Hawiah copper-gold project and general working capital.

The company have also released preliminary drilling results on the Hawiah project where 3,600m were drilled over 6 holes. While assay results are still pending, mineralisation of chalcopyrite similar to previous drill holes was reported and sulphide mineralisation is reported in 5 holes up to 240m away from previously drilled holes in the Camp Lode zone.

Sunrise Resources plc (www.sunriseresourcesplc.com)

Sunrise Resources holds ground in Nevada (USA) and Australia with commodities ranging from precious and base metals as well as industrial minerals. Its main focus is developing pozzolan-perlite deposits while looking to JV its other tenements.

The company is currently focusing on the development of its 100% owned CS Pozzolan-Perlite project in Nevada USA. Sunrise had targeted first production in Q4 2019 but was hit with permitting delays. Sunrise has continued to develop the operation throughout the year and has received numerous mine permit, reclamation and air quality permits.

Its JV with VR Resources on the copper-silver-gold project in Nevada is also advancing with plans to advance drilling on the porphyry system. The company also have plans to drill on gold projects in Nevada and Western Australia.

Significant activities since year end: The company announced that the commercial scale plant has been assembled for trial processing with 100-ton bulk sampling of perlite completed and 20-30 tons of horticultural grade product going to 5 customers across the USA for further expansion testing and fines to the prepped for pozzolan tests and concrete pours. First commercial production is scheduled for Spring 2021.

Other investments

The remaining non-core investments are available for sale when the conditions are deemed to be right.  These include Kincora Copper plc (www.kincoracopper.com), Minera Irl Ltd (www.minera-irl.com) and Block Energy plc (www.blockenergy.co.uk).  In addition, there are a number of failed or almost failed ventures to which we attribute no value, although we always hope and seek to crystallise value where possible.

Strategic report extract

Principal activities and business review

Since Bruce Rowan was appointed Chief Executive on 31 January 2002, the Company's principal trading activity was the use of his expertise to identify and, where appropriate, support small company new issues, pre-IPO and on-going fundraising opportunities with a view to realising profit from disposals as the businesses mature in the medium term. The current directors have continued this strategy under the leadership of Callum Baxter, appointed Chief Executive in September 2015.

The Company's investing policy is stated above.

The Company's key performance indicators and developments during the year are given in the Chairman's statement and in the trading portfolio review, all of which form part of the Directors' & Strategic reports

Finance Review

Over the 12 months to 30 September 2020 the Company recorded a profit of £15,749,105, equating to a profit of 27.76 pence per share with net cash inflow for the year of £60,198. This compares to a profit of £386,850 in the previous year that equated to a profit of 0.70 pence per share. The Company's cash deposits stood at £120,365 at the period end.

Key risks and uncertainties

This business carries with it a high level of risk and uncertainty with commensurately high potential returns. The risk arises from the very nature of early-stage mineral exploration where there can be no certainty of outcome. In addition, often there is a lack of liquidity in the Company's trading portfolio, even for securities quoted on AIM or Aquis (formerly NEX), such that the Company may have difficulty in realising the full value in an immediate or rapid sale. Accordingly, a commitment is only made after thorough research into both the management and the business of the target, both of which are closely monitored thereafter. Furthermore, the Company limits the total size of any single commitment, both as to the absolute amount and percentage ownership of the target company.

Statement of directors' responsibilities

Directors' responsibilities for the financial statements

The Directors are responsible for preparing the Directors' report, the Strategic report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the company for that period. In preparing those financial statements, the directors are required to:

·    select suitable accounting policies and then apply them consistently;

·    make judgments and estimates that are reasonable and prudent;

·    state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

·    prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Corporate governance statement

The board of Starvest plc are committed to the principles of good corporate governance and believe in the importance and value of robust corporate governance and in our accountability to our shareholders and stakeholders.

The AIM Rules for companies require AIM companies to apply a recognised corporate governance code. Starvest has chosen to adhere to the Quoted Company Alliance's Corporate Governance Code for Small and Mid-Size Quoted Companies (the "QCA Code").

The Chairman's Statement on Corporate Governance, which is included in the Annual Report and which is also available on the website, provides more details on how the board itself operates as well as the steps taken to ensure that its staff adhere to principles such as compliance with the UK anti-bribery legislation.

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2020

There are no other recognised gains and losses in either year other than the result for the year.

All operations are continuing.

STATEMENT OF FINANCIAL POSITION

30 SEPTEMBER 2020

These financial statements were approved and authorised for issue by the Board of Directors on 9 February 2021.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2020

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2020

The accompanying notes and accounting policies form an integral part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2020

1.         Company Information

Starvest plc is a Public Limited Company incorporated in England & Wales. The registered office is Salisbury House, London Wall, London, EC2M 5PS. The Company's shares are listed on the AIM market of the London Stock Exchange. These Financial Statements (the "Financial Statements") have been prepared and approved by the Directors on 9 February 2021 and signed on their behalf by Callum Baxter and Gemma Cryan.

2.         Basis of Preparation

These financial statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' ('FRS102'), and with the Companies Act 2006. The financial statements have been prepared on the historical cost basis. There are no fair value adjustments other than to the carrying value of the Company's trade investments. The financial statements are presented in pounds sterling, which is also the functional currency of the company.

Going concern

The Company's day to day financing is from its available cash resources or via a bank overdraft and, on occasion, by the use of short-term loans. The continuation of the Company's formal overdraft facility was last confirmed by the bank in early 2020.

Whilst the Directors fully expect a sufficient overdraft facility to remain in place for the foreseeable future, they are confident that adequate funding can be raised as required to meet the Company's current and future liabilities without resorting to this facility, which has been confirmed within the cash flow forecast prepared by the Board for the 12 months ending 28 February 2022. In the very unlikely event that such finance could not be raised, the Directors could raise sufficient funds by disposal of certain of its current asset trade investments.

As at 30 September 2020, the Company has no Borrowings.

For the reasons outlined above, the Directors are satisfied that the Company will be able to meet its current and future liabilities, and continue trading, for the foreseeable future and, in any event, for a period of not less than twelve months from the date of approving the financial statements. The preparation of the financial statements on a going concern basis is therefore considered to remain appropriate.

3.          Principal Accounting Policies

Administrative expenses

All administrative expenses are stated inclusive of VAT, where applicable, as the company is not eligible to reclaim VAT incurred on its costs.

Taxation

Corporation tax payable is provided on taxable profits at the current rates enacted or substantially enacted at the balance sheet date.

Under FRS102, investments are valued on a mark-to-market basis using publicly quoted trading prices at year end irrespective of whether they are classified as fixed or current assets.  However, pursuant to Part 3, Chapter 3, Corporation Tax Act 2009, any increase in the value of a current asset is recognised as a trading profit and immediately subject to Corporation Tax when a company is classified as a trading company under HMRC rules and regulations, whereas an increase in the value of a fixed asset is not subject to taxation until the asset is disposed of when a company is classified as an investment company. Reported profit under UK GAAP is unaffected. 

Historically, the Company's previous board had filed as a trading company and described its investment portfolio as a current asset. Following a comprehensive review of various factors related to the Company's investment portfolio and strategy, including, among others, the frequency, timing, liquidity, trading activities, development stage and investment horizon of such investments individually and the portfolio as a whole, the Company's current board have determined the Company is appropriately classified as an investment company, and the investment portfolio is properly accounted for among the Company's fixed assets. The Board do not consider this to be a change in accounting policy; rather, it is a correction in presentation to reflect more accurately the factual position.  

Deferred tax

Deferred tax is provided on an undiscounted full provision basis on all timing differences which have arisen but not reversed at the balance sheet date using rates of tax enacted or substantively enacted at the balance sheet date.

Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits, and are recognised within debtors. The deferred tax assets and liabilities all relate to the same legal entity and being due to or from the same tax authority are offset on the balance sheet.

FRS 102 requires that investments are valued each year on the mark-to-market basis and the revaluation differences are reflected in the profit and loss account.  However, the tax on any unrealised profit is calculated and shown in the accounts as if the profit had been realised, but there is then an adjustment in the deferred tax to move the tax that relates to the unrealised profit to the balance sheet.

Investments

Current investments are stated at mid-market publicly quoted prices.

Investments in unlisted company shares are remeasured to available market values, or directors' valuations at each balance sheet date.  Gains and losses on remeasurement are recognised in the statement of comprehensive income for the period. As at 30 September 2020 unlisted shares were valued at £0, (2019: £0).

Investments in listed company shares are remeasured to market value at each balance sheet date.  Gains and losses on remeasurement are recognised in the statement of comprehensive income for the period.

Investments have been reclassified from current assets to non-current assets in these financial statements to reflect the principal activity of the company and the long term nature of these assets.

Financial instruments:

Trade and other receivables

Trade and other receivables are not interest bearing and are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment.

Cash and cash equivalents

Cash and cash equivalents include cash on hand and deposits held at call with banks.

Trade and other payables

Trade and other payables are not interest bearing and are recognised initially at fair value and subsequently measured at amortised cost.

Financial liabilities

All financial liabilities are recognised initially at fair value and are subsequently measured at amortised cost. There are no financial liabilities classified as being at fair value through the statement of comprehensive income.

Share capital

The Company's ordinary shares are classified as equity.

The share premium account

Represents premiums received on the initial issuing of the share capital.  Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

4.          Segmental Analysis

Segmental information

An operating segment is a distinguishable component of the Company that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Company's chief operating decision maker to make decisions about the allocation of resources and assessment of performance and about which discrete financial information is available.

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

The Company has not generated any revenues from external customers during the period.

5.         Operating Profit

There are no employees, other than the Directors of the company (2019: Nil)

6.          Interest receivable

7.         Directors' Emoluments

There were no employees during the period apart from the directors. No directors had benefits accruing under money purchase pension schemes.

Amounts paid to third parties and shares issued in lieu of fees

Included in the above are the following amounts paid to third parties:

·    In respect of the management services of Callum Baxter, £38,000 (2019: £76,000) was payable to Baxter Geological, a company of which he is a director and shareholder. Of his total remuneration, £53,000 (2019: £47,000) was settled in shares in the Company and £17,000 (2019: £4,000) was payable under PAYE.  At 30 September 2020, £15,000 (2019: £38,000) was outstanding.

·    In respect of the professional services of Gemma Cryan, £nil (2019: £10,000) was payable to her personal business. Of her total remuneration £18,046 (2019: £2,500) was settled in shares in the Company. At 30 September 2020 £10,380 (2019: £3,654) of her net salary remained outstanding. 

·    In respect of the professional services of Mark Badros, £5,000 (2019: £15,500) was payable to Timberlake Capital Management, a company of which he is a director and shareholder.  At 30 September 2020 £6,750 (2019: £5,000) of his net salary remained outstanding was outstanding.

8.         Corporate Taxes

a) Analysis of charge in the period

b) Factors affecting tax charge for the period

The tax assessed on the profit on ordinary activities for the year differs from the standard rate of corporation tax in the UK of 19% (2019: 19%). The differences are explained below:

c) Deferred tax

A provision for a deferred tax liability has been recognised during the year (2019: £nil) on the future tax payable on profits, on disposal of investments.

9.         Earnings Per Share

The basic earnings per share is derived by dividing the profit for the year attributable to ordinary shareholders by the weighted average number of shares in issue.

10.        Trade and Other Receivables

Short term loans to related parties

·    At 30 September 2020 loans to Equity Resources Ltd ("EQR") totalling £20,000 remain unpaid. The purpose of the loans was to assist EQR meet its necessary operational costs during a period when it seemed inappropriate that EQR should realise cash from its investments. The advances were approved at 0% interest with no formal agreement as to repayment date. The Company holds 28.41% of the equity in EQR. However, the Company has made a full provision for these loans, totalling £20,000.

·    At 30 September 2019, the loans and interest totalling £44,653 advanced to Block Energy plc ("BEP") (formerly Goldcrest Resources plc ("GCRP")) was settled in full by way of an agreement signed on 28^th February 2019 to issue 500,000 shares in Block Energy plc at 0.04 pence per share to the Company for a total sum of £20,000. These shares were sold in April 2019 for net proceeds of £30,533.

11.        Investments

The Company has holdings in the companies described in the review of portfolio.  Of these, the Company has holdings amounting to 20% or more of the issued share capital of the following companies:

Note [1]: Equity Resources Limited is considered to be an associated undertaking. Equity accounting has not been used as Equity Resources Limited has a written down value of £nil.

The Company's share of the gross assets of its Associates at 30 September 2020 is £884. The share of gross assets has been derived from the latest available financial information in respect of the Associates. The company's share of the items making up the profit and loss account and cash flow statements of its Associates has not been disclosed as the numbers are not considered material.

12.        Trade and Other Payables: Amounts falling due within one year

In September 2015, the Company received a loan of £100,000 from a shareholder repayable in 12 months with an interest rate of 0% and with a conversion option at 3 pence per share. On 5 January 2017, £50,000 of the loan was satisfied by the issue of 2,500,000 new Ordinary shares at a price of 2 pence per share. In September 2017 the Company agreed with the shareholder to extend the existing loan term to 1 November 2018. On 11 December 2018 the remaining balance of £50,000 was fully repaid by way of a cash settlement.

13.        Share Capital

The Called up share capital of the Company was as follows:

Share Warrants

On 11 May 2017, as part of the Placing, the Company issued 8,500,000 warrants to subscribe for new Ordinary Shares in Starvest at an exercise price of 4.0p per warrant, within a 24 month exercise period. On 11 May 2019 these warrants expired unexercised.

14.        Share options

The Company's share option scheme, established on 14 February 2005, expired on 31 January 2015. During the year ended 30 September 2020 no new options were granted.

15.    Cash and Cash Equivalents

16.        Capital Commitments 

As at 30 September 2020 and 30 September 2019, the Company had no commitments other than for expenses incurred in the normal course of business.

17.        Contingent Liabilities 

There were no contingent liabilities at 30 September 2020 (2019: £nil).

18.        Related Party Transactions

There were no related party transactions during the year other than those disclosed in notes 7 and 10.

The key management of the Company are considered to be the Directors, the compensation for whom was £141,058 (2019: £141,738). Refer to note 7 for more information.

19.        Financial Instruments

The Company's financial instruments comprise investments, cash at bank and various items such as other debtors, loans and creditors. The Company has not entered into derivative transactions nor does it trade financial instruments as a matter of policy.

Credit Risk

The Company's credit risk arises primarily from short term loans to related parties and the risk the counterparty fails to discharge its obligations. At 30 September 2020 there were no loans outstanding (2019: £nil).

Liquidity Risk

Liquidity risk arises from the management of cash funds and working capital. The risk is that the Company will fail to meet its financial obligations as they fall due. The Company operates within the constraints of available funds and cash flow projections are produced and regularly reviewed by management.

Interest rate risk profile of financial assets

The only financial assets (other than short term debtors) are cash at bank and in hand, which comprises money at call. The interest earned in the year was negligible. The directors believe the fair value of the financial instruments is not materially different to the book value.

Foreign currency risk

The Company has no material exposure to foreign currency fluctuations.

Market risk

The Company is exposed to market risk in that the value of its investments would be expected to vary depending on trading activity of its shares.

Categories of financial instruments

20.        Capital Management

The Company's objective when managing capital is to safeguard the entity's ability to continue as a going concern and develop its investment activities to provide returns for shareholders. The Company's funding comprises equity and debt. The directors consider the Company's capital and reserves to be adequate. When considering the future capital requirements of the Company and the potential to fund specific investment activities, the directors consider the risk characteristics of all of the underlying assets in assessing the optimal capital structure.

21.        Events After the End of the Reporting Period

There are no events after the end of the reporting period to disclose.

22.        Ultimate controlling party

There is no ultimate controlling party.

Copies of the annual report and financial statements are being posted to Shareholders shortly and will be available for a period of one month thereafter from the Company's registered office:  Salisbury House, London Wall, London EC2M 5PS or by email at info@starvest.co.uk

Alternatively, from 10th February 2021 the report may be downloaded from the Company's website at www.starvest.co.uk

The information contained within this announcement is deemed to constitute inside information as stipulated under the UK Market Abuse Regulation. Upon publication of this announcement, this inside information is now considered to be in the public domain.

Enquiries to:

Starvest PLC

Callum Baxter  Chairman/CEO  07922 255 933  cbaxter@starvest.co.uk

Grant Thornton UK LLP (Nomad)

Colin Aaronson, Harrison Clarke and Seamus Fricker  02073 835 100

SI Capital Ltd (Broker)

Nick Emerson and Alan Gunn  01483 413 500