ONSHORE_ENERGY_LIMITED - Accounts

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 30 April 2021 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Onshore Energy Limited is a private company limited by shares incorporated in England and Wales. The registered office is 18 Savile Row, London, England, W1S 3PW.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The average monthly number of persons (including directors) employed by the company during the year was:

Unlisted investments that are not publicly traded and whose fair value cannot be measured reliably, are measured at cost less impairment.

As at the year ended 30 April 2021 the company held the following unlisted investment £50,000 in Arch Private Equity, which was fully impaired in 2020, £621,450 in Dunraven in exchange for the forgiveness of a £620,000 convertible loan in Ardilaun, plus stamp duty and £221,422 in MyClubBetting.com in exchange for loan repayments.

The investment in subsidiaries held by OEL at 30 April 2021 is as follows:

On 14 January 2019 the Company signed a share purchase and option agreement to buy 51% of the shares in Technology Minerals Cameroon Ltd (TMC) for consideration of £1,075,000 plus costs of £53,749, with an addition sum of £375,000 payable upon Admission of the Company or a parent company. This was primarily funded by the issue of shares in the Company . It is the understanding of the directors of the Company, that this agreement has been superseded by a, as current, informal, agreement between the directors, where OEL received 100% shareholding of the company at no increased charge. The only asset of TMC are 5 licenses in Cameroon, where TMC hopes to extract minerals, which was funded by way of intercompany loans with the Company.

The latest set of management accounts prepared by TMC to 30 April 2021 show that TMC had net assets of £1 and a loss from the period from incorporation to to 30 April 2021 of £14.

Techmin Limited (TML) was incorporated as fully owned subsidiary of the Company on 12 February 2019 with share capital of £1. TML then issued a further 4 £1 shares to the Companyon 25 June 2020. TML holds a option over a license to extract minerals in Idaho.

The latest set of accounts prepared by TML to 28 February 2021 show that TML had net liabilities of £162,000 and a loss from the for the year ended 28 February 2021 of £160,000.

The investment in associates held by OEL at 30 April 2021 is as follows:

During 2020, the Company purchased one subscriber share in Recyclus Group Limited (‘Recyclus’). The Directors undertook an impairment review at the end of the reporting period, based on forecast profits. No indicator of impairment was noted.

Recyclus prepare accounts to 31 December 2020. As at that date Recyclus had net liabilities of £147,656 and a loss from the period from incorporation to 31 December 2020 of £147,658.

Included in Amounts due from related companies is a balance of £123,735 (2020: £113,635) due from Emperium 1 Holdings Corp., a fellow subsidiary of the Technology Minerals Plc. This loan is secured against the Century Cobalt’s share capital (Emperium’s former parent), bears interest at 10% per annum and is repayable on demand.

Also Included in in the same figure is a balance of £139,186 (2020: £396) due from Technology Minerals Cameroon, a subsidiary. This loan is unsecured, interest free and repayable on demand.

Included in amounts due to other companies is a loan to MyClubBetting.com Limited (MCB) of £376,000 (2020: 458,410) The loan was originally for £390,000 to support the working capital of MCB. This loan attracted interest of 10% per annum, with monthly repayments. MCB breached the repayment terms and so on 16 July 2019 a final repayment agreement was signed, where MCB made monthly repayments of £20,000, of which could be paid in shares. During 2020, £113,377 of the loan to was converted into fully paid ordinary shares in MCB. Similarly in 2021, £108,045 of the MCB loan was also converted into fully paid ordinary shares. The loan was fully settled post year end, by the issue of shares in MCB, MyClubBettingEurope and MyCLubBettingUS.

Included in trade payables are balanced due to the directors in respect of unpaid directors’ fees of £239,000 (2020: £179,000) and £362,000 (2020: £272.000) due to C Cleverly and K Newman respectively. These are unsecured, interest free and repayable on demand. These were converted into equity subsequent to the reporting period.

Also included in trade and other payables is a balance of £122,968 (2020: £Nil). due to TechMin Limited, a fellow subsidiary of technology Minerals Plc. This loan is unsecured, interest free and repayable on demand.