Reabold Resources : 2015 Financial Statements

REABOLD RESOURCES PLC

Annual Report and Financial Statements For the year ended 31 December 2015

Registered number 3542727

Contents Page

Officers and professional advisors 2

Chairman's statement and strategic report 3-4

Board of directors 5

Directors' report 6-7

Statement of directors' responsibilities 8

Independent auditor's report 9

Statement of comprehensive income 10

Statement of financial position 11

Statement of changes in equity 12

Statement of cash flows 13

Notes to the financial statements 14-26

Directors Jeremy Edelman (Chairman) Anthony Samaha

Secretary Milford Secretaries Limited

Registered Office 200 Strand London WC2R 1DJ

Registered number 3542727

Solicitors Kerman & Co LLP 200 Strand

London WC2R 1DJ

Auditor Mazars LLP

Tower Bridge House St. Katharine's Way London

E1W 1DD

Nominated advisor Beaumont Cornish Limited 2nd Floor, Bowman House 29 Wilson Street

London EC2M 2SJ

Registrar Neville Registrars Limited 18 Laurel Lane

Halesowen West Midlands B63 3DA

Bankers Barclays Bank Plc

Level 27,

1 Churchill Place, London E14 5HP

The Chairman's statement and the Strategic report for Reabold Resources Plc ("the Company") for the year ended 31 December 2015 are presented below.

The Board has continued to be active in the identification and evaluation of investment opportunities in various sectors towards the objective of an acquisition that drives creation of value for stakeholders.

Placements

The Company announced on 18 September 2015 the placement by the Company of 40,000,000 new Ordinary Shares of 0.1p each in the Company at a price of 0.5p per share, raising £200,000 for working capital purposes.

On 8 January 2016, the Company announced an additional placement of 40,000,000 new Ordinary shares of 0.1p each at a price of 0.5p per share, raising £200,000 for working capital purposes.

The Board is delighted to have the support of these two new strategic investors gained through these placements

Mogul Ventures Corp. Investment The Company holds 5 million shares in Mogul Ventures Corp. ("Mogul"), a private company focused on natural resources in Mongolia, principally in tin. Reabold's holding in Mogul amounts to a 4.2% undiluted, and 4.1% fully diluted interest. On 20 February 2015, Mogul entered into an amended and restated arrangement agreement ("the Arrangement Agreement") with Knowlton Capital Inc. ("Knowlton"), a TSX-V listed company, for the acquisition by Knowlton of all of the issued and outstanding shares of Mogul. The Arrangement Agreement superseded a letter of intent dated 23 May 2014 and a definitive agreement dated 22 August 2014. The Arrangement Agreement constituted a reverse takeover of Knowlton, the completion of which was subject to a number of conditions, including approval by the TSX-V, Knowlton's shareholders and Mogul's shareholders. On 29 April 2016, Knowlton announced the termination of the Arrangement Agreement with Mogul to pursue another reverse take-over transaction.

In November 2015, Mogul issued a convertible debenture in the amount of CAD $200k with a term of 1 year, an annual coupon of 3% and convertible to Mogul equity at CAD $0.25 per share.

In Q4 2015, Mogul conducted a drilling program to collect samples for metallurgical test work at Mogul's Oortsog Ovoo tin- polymetallic project, which is expected to be completed by the end of Q2 2016. Mogul believes the program will be important in significantly de-risking the project and securing funding towards its development. Notwithstanding the termination of the transaction with Knowlton, the management and key stakeholders in Mogul remain positive towards Mogul's future in the public markets under improved market conditions.

Financial Risk Management

The Company's continuing operations expose it to foreign currency, credit and liquidity risks. The Company was exposed to price risk during the year on its investment in unlisted shares. The Board's strategy in managing the market price risk inherent in the Company's equity investment is determined by the requirement to meet the Company's investment objective. The directors manage these risks by regular reviews of the investment within the context of current market conditions. The size of the Company means that it is unnecessary and impractical for the Directors to delegate the responsibility of monitoring financial risk management to a sub-committee of the Board.

Financial Review

The loss of the Company for the 12 months ended 31 December 2015 was £104,000 (2014: loss of £118,000), in line with expectations. The net assets as at 31 December 2015 were £624,000 (2014: £424,000). As at 31 December 2015, the Company had cash of £481,000.