TIDMSEFA
RNS Number : 2163P
Shefa Gems Ltd
16 June 2022
Shefa Gems Ltd.
("Shefa Gems" or the "Company")
Annual Financial Report for the year ended 31 December 2021
Shefa Gems (LSE: SEFA), a company formerly focused on advanced
exploration and development of multi-gemstone mines in Northern
Israel, is pleased to announce its annual results for the year
ended 31 December 2021.
2021 Highlights
Corporate and Financial
Change of control and business of the Company
On June 2021, the Company announced that it had entered into an
agreement with the Shany Group to distribute the Company's mining
and exploration business to all of the Company's existing
shareholders via a dividend in specie, raise new funds for the
Company, change the Company's name, make certain changes to the
board, and change the company's focus of activity to a cash shell
seeking an acquisition in the web technology and software space.
Accordingly, on 9(th) August 2021, the Company convened a
shareholders' meeting at which the following resolutions were
approved:
1. Acquisition strategy-
It was approved that the Company will become a cash shell
seeking acquisition opportunities in the web technology and
software space. Accordingly an equity subscription of Ordinary
Shares was completed, at a price of USD 0.0005 (approximately
0.00031 GBP) for each Ordinary Share, raising a total of USD
1,050,000 (GBP 756,000). The Subscription Shares have been allotted
to investors but will only be admitted trading on the Main Market
of the London Stock Exchange following publication of a prospectus,
in accordance with Listing Rule 14.3.4, and a completed Application
for Admission to Trading. The Company intends to progress
preparation of a prospectus as soon as practicable.
Should an acquisition of a new activity be completed it would
constitute a reverse takeover under the Listing Rules and the
Company would apply for the readmission of its shares to the
Official List and the Main Market of the London Stock Exchange. The
Company has currently not identified a suitable acquisition target
but will particularly focus on the key areas of high growth
delivering digital services to consumers in areas such as leisure,
financials, e-commerce, gaming, as well as disruptive technologies
such as blockchain and crypto currencies. In addition, the Company
will also look at potential targets in the software space.
Should the Company identify a suitable target, it will, in
accordance with the Listing Rules, publish a prospectus containing
all information required for the approval of a reverse takeover. At
present, there can be no assurance that the Company will be able to
identify a suitable acquisition target or that it will be able to
complete any contemplated transaction and, as a consequence, the
Company's admission to the Standard Listing segment of the Official
List and trading on the London Stock Exchange's Main Market for
listed securities may be cancelled.
2. Change of name-
The Company intends to change its name to "Alef Bet Advanced
Technologies (2021)", or a similar name, as approved by the Israeli
Registrar of Companies. The purpose of the name change is to more
closely reflect the Company's strategy to develop its business
across the web technology and software space.
Following the change of name the Company will make application
to the London Stock Exchange to change its TDIM symbol from "SEFA"
to "ALEF". Shareholders should note that their shareholdings will
be unaffected by the change of name, although new share
certificates will be issued to Shareholders following the name
change and completion of the Proposed Combined Transaction. The
Company will notify the market of when the change of name and TIDM
will be effective.
3. Changes to the Company's registered capital-
The registered share capital of the Company has increased to
1,000,000,000,000 Ordinary Shares and the par value of the Ordinary
Shares has been cancelled. The amended Articles of Association of
the Company have been placed on the Company's website.
4. Board changes-
Mr Alon Shany (Executive Chairman), Mr. Jacques Abitbol
(Non-Executive Director), Ms Eva Abittan (Non-Executive Director),
Ms. Irit Ben - Ami (External Director) and Mr. Avi Levin (External
Director) have been appointed to the Board. Michael Rosenberg,
David Nachshon, Gershon Frenkel, Zvi Nemeth, James Campbell, Natan
Drukman and Yossef Taub have stepped down from the Board. Ms
Nathalie Schwarz remains on the board as an External Non-Executive
Director.
Annual and extraordinary shareholders' meeting
The following resolutions were approved by the general meeting
held on 12 May 2022:
1. Receiving the Company's financial statements and annual
reports for the year ended 31 December 2021 (and the reports of the
directors and auditors in relation to).
2. Re-appointing Barzily & Co. as the Company's auditors and
authorizing the directors of the Company to determine their
remuneration.
3. Re-electing Mr. Alon Shany, Mr. Jacques Abitbol, and Mrs. Eva
Abittan, who are the serving directors (which are not external
directors) of the Company offering themselves for re-election to
hold office until the conclusion of the next AGM, and authorising
the management of the Company to determine their remuneration in
accordance with the provisions of the Israeli Companies Law,
5759-1999 (the "Companies Law") and the articles of association of
the Company, as amended from time to time (the "Articles").
4. Electing Mr. Avi Levin and Mrs. Irit Ben-Ami as external
independent directors to serve in the Company as of their
appointment date and for a period of 3 years with compensation
terms as described in the circular.
5. Approving the directors' and officers' insurance policy that
shall be in effect retroactively from 9 August 2021 until 9 August
2022, according to the terms stated in the circular.
Overview
Operational Review of Former Business
Prior of the completion of the change of control transaction
described above, the Company and its wholly owned subsidiary, Shefa
in Israel (G.M.) Ltd (the "Subsidiary") was an explorer and
developer of precious gems deposits operating in Northern Israel.
Exploration activity was managed by professionally skilled and
technically competent personnel and is accompanied by an
international team of geological experts. All exploration
activities were conducted under international standards and the
internationally recognized SAMREC 2016 Code.
Shefa Gems has established a "Source to Sink" geological model
and the presence of a Target Mineral Assemblage of gemstones ("TMA
Suite") in both primary volcanic sources and in secondary alluvial
deposits lying within the Kishon catchment, on Mount Carmel and in
the Zevulun and Yizre'el valleys and their margins. The TMA suite
comprises Precious Stones (Diamond, rare natural moissanite,
sapphire, ruby, Carmel Sapphire(TM), garnet, hibonite, spinel,
ilmenite) and heavy minerals including zircon and rutile.
On March 2020, the Quarries and Mines Branch of the Ministry of
National Infrastructures of the State of Israel has awarded a
Certificate of Discovery to the Subsidiary covering the projected
gemstone mine development in the Kishon Mid Reach, Zones 1 and 2.
The Certificate of Discovery is the culmination of successful
exploration activities and market analysis; and signals the
beginning of the process towards future commercial mining.
Alongside its exploration activities, the Subsidiary was
developing a "Mine to Market" strategy to promote unique jewellery
collections utilising Shefa Gems' suite of precious gemstones.
The Subsidiary upholds environmental values and protects the
nature in the areas where it operates, cooperating fully with all
authorities.
Since the Company's financial results showed a significant
increase in exploration expenses and in light of new information on
the complexity of the regulatory procedures in relation to
licensing of the commercial gem mining in Israel, which became
clearer to the Company through the promotion of the regulatory
procedures for the mining license in the Kishon area - the Company
commenced an internal strategic review of its business
activities.
Following this review, the board commissioned an independent
review of the value of the mining assets carried in the financial
statements. Since it is now apparent that due to recent regulatory
changes the exploitation of these assets is likely to take longer
than previously anticipated and in addition may require further
funding as a result. While in the longer term it is hoped that the
eventual value of the mining assets will prove to be attractive,
the present day value of these assets needs to be impaired to
reflect the current uncertainties on the timing of eventual
exploitation and accordingly it is proposed to imper that value to
a more adjusted level.
The Company also re-examined the share trading capacity when it
is based solely on gemstone exploration activity (pre-profitable
mining), both by observing the Company's stock trading in recent
years, and also by observing the stock trading of other exploration
companies in the world - showing that the development of the mining
projects does not justify the additional costs of a listed company
and that any future funds raised on the basis of these mining
prospects, should be entirely focused on the development of these
further mining opportunities.
Accordingly, it was first decided to transfer all the Company's
exploration and mining assets to the Company's fully owned (100%)
subsidiary, Shefa in Israel (G.M.) Ltd. (a private company
registered in Israel) with the intention that, following
Shareholder approval, the Company will distribute the ownership of
the Subsidiary from the Company to all of the Company's existing
Shareholders via a dividend in specie. This was approved by the
company's shareholders meeting held on 9 August 2021. The dividend
in specie is yet to be competed and, to the date of these financial
reports, the Subsidiary shares are held by a trustee.
The Covid-19 Coronavirus Pandemic
During January 2020 the Covid-19 Coronavirus was released in
China and has since spread worldwide, including in Israel, leaving
chaos and uncertainty wherever it has touched civilization. During
2020 and 2021 the scope of economic activity has been sharply
reduced, including in Israel, and there exists a suspicion that
there will be a global recession as a result. As part of the coping
mechanism and efforts to restrain the virus from spreading, steps
were being implemented, including in Israel, that were drastically
limiting mobility and social gatherings. Preparations of the
Company for further expansions in the global economic environment
as well as possible implications for these developments on Group
operations are not under Company control, are uncertain and are
based on information presently available to the Company, that is
based, inter alia, on information in Israel and worldwide as well
as on guidelines of the relevant Authorities that could possibly
change at any moment. As long as the global crisis continues for a
lengthy period of time, this is likely to result in significant
deterioration of the operating results for the Company, including
its financial ability to cope with the situation. It shall be noted
that to the date of this report the most to the restrictions in
Israel have been lifted, but the Company is no able to estimate
possible and future developments since the Covid-19 Coronavirus
still spreads around the world.
Concurrently, the Company does not know, if there will be
difficulties with mobilization of capital in accordance with the
current world economic situation or if the ability and timing of
the Company to raise additional capital or finding a new activity
will be impacted by these unprecedented external factors.
Financial Review
In 2021 the Company recorded a comprehensive loss for the period
of TNIS (in thousands) 62,672 (2020: TNIS 3,988) equating to a loss
per share of NIS 0.264 (2020: 0.2). Most of the loss was due to a
reduction in assets for exploration and evaluation of precious
stones .
As of December 31, 2021, the Company's cash and cash equivalents
stood at TNIS 853 (2020: TNIS 483).
Financing expenses decreased due to adjustment of the value of a
financial liability at fair value.
Outlook
As stated, following the company's review, it was decided to
transfer all the Company's exploration and mining assets to the
Company's fully owned (100%) subsidiary, Shefa in Israel (G.M.)
Ltd. (a private company registered in Israel). The Company also
announced on 1 June 2021 that it had entered into the Agreement
with the Shany Group to distribute the Company's current mining
business to all of the Company's existing shareholders via a
dividend in specie, raise new funds for the Company, change the
Company's name, make certain changes to the Board and change the
Company's focus of activity to a cash shell seeking an acquisition
in the web technology and software space. The Company convened a
shareholders' meeting on 9(th) August 2021 for the approval of said
resolutions.
In light of the decision to distribute the company's assets of
exploration and liabilities, and as stated by the auditors, the
Company did not implement IFRS 5 - non current assets held for sale
and discontinued operations. Accordingly, we estimate that the
value of the exploration assets will be lower than the amounts
presented in the financial statements.
Regarding the continuation of the gem mining in Israel, all of
the exploration activity of the Subsidiary, in the relevant
exploration areas, will be carried out in accordance with the
relevant regulations, and the material is processed in the
operational complex and laboratories in the city of Akko by a
professional Israeli team with extensive experience, accompanied by
professional consultants with international expertise in the
field.
All business activities of the Subsidiary are managed in
accordance with the Israeli Companies Law and in accordance with
the rules of private corporate governance (including a management
hierarchy with a board of directors that will audit the
professional management team). The professional management team
includes the team that managed the Company's exploration
activities, including the former CEO (Tali Shalem), Business
Development Manager (Yosef Taub), Operations Manager (Menachem
Taub), CFO (David Ben David), Chief Geologist (Dr. Reli Weld), and
the Certified Geological Adviser and CP (James Campbell).
The Subsidiary intends to finance both the day-to-day activity
and the activity required in accordance with the work plans in the
Permits and Licenses in the following manner:
-- From the revenue that will come from the sale of the limited
quantity of gems in stock, as part of a strategic marketing plan
with the aim of exposing the gems to the market under a registered
brand.
-- From investments in sub-projects (such as the acquisition of
a percentage of future income in one of the potential deposits, in
accordance with and subject to the existence of economic
feasibility).
Although, as mentioned, the management team believes that the
prospects are positive, the staff is professional, and the work
plans are good - it should be clarified that the ability of the
management team of the Subsidiary to develop the projects into
active mines with commercial mining licenses, depends entirely on
the ability to fund the required activity, satisfy the Israeli
regulations, and also in the ability and desire of Company
executives to continue. Having said that, the management team of
the Subsidiary have confirmed that as long as it will be possible,
from an economic and regulatory point of view, they will do their
best to realize the original vision of the late founder, Mr. Avi
Taub, which included to maximize all possible benefit to the
Shareholders.
Following the Proposed Distribution of the subsidiary's shares
to the company shareholders, as outlined above, the Company will
remain listed as a cash shell on the Main Market of the London
Stock Exchange and will look to make an acquisition of a suitable
company in the web technology and software space. Should an
acquisition be completed it would constitute a reverse takeover
under the Listing Rules and the Company would apply for the
readmission of its shares to the Official List and the Main Market
of the London Stock Exchange.
Although the Company has currently not identified a suitable
acquisition target, the Proposed Directors will look for an
acquisition target in the web technology and software space. The
Company will particularly focus on the key areas of high growth
delivering digital services to consumers in areas such as leisure,
financials, e-commerce, gaming, as well as disruptive technologies
such as blockchain and crypto currencies. In addition, the Company
will also look at potential targets in the software space, the
areas of B2B software, Customer Relationship Management software
and corporate risk management software (presenting a good
opportunity for the Company to create shareholder value).
Should the Company identify a suitable target, it will, in
accordance with the Listing Rules, publish a prospectus containing
all information required for the approval of a reverse takeover. At
present, there can be no assurance that the Company will be able to
identify a suitable acquisition target or that it will be able to
complete any contemplated transaction and, as a consequence, the
Company's admission to the Standard Listing segment of the Official
List and trading on the London Stock Exchange's Main Market for
listed securities may be cancelled.
A general meeting approved the terms of the transaction on 9(th)
August 2021 as described above.
Jerusalem, May 31, 2022
REPORT OF INDEPENT AUDITORS
To the Shareholders of
SHEFA GEMS LTD.
(Formerly Shefa Yamim A.T.M. LTD.)
We have audited the accompanying statements of financial
position of Shefa Gems Ltd. (Formerly Shefa Yamim A.T.M. LTD.)
(hereinafter - "the Company") as of December 31, 2021 and 2020, and
the related statements of comprehensive income (loss), changes in
equity and cash flows for each of the three years in the period
ended December 31, 2021. These financial statements are the
responsibility of the Company's board of directors and management.
Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards in Israel, including those prescribed by the
Israeli Auditors' Regulations (Mode of Performance) - 1973. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.
We believe that our audit provides a reasonable basis for our
opinion.
We were not satisfied in regard to the NIS 58 million amount of
impairment of the exploration assets that is included in expenses
in the Company statements of comprehensive loss, and in accordance
in regard to the amount of dividend for distribution in the
statement of changes in equity.
See Note 8b in regard to uncertainty in the value estimation of
the exploration assets.
In our opinion, except the above mentioned, the financial statements referred
to above present fairly, in all material respects, the financial position
of the Company as of December 31, 2021 and 2020 and the results of its operations,
the changes in its equity and cash flows for each of the three years in
the period ended December 31, 2021, in conformity with international financial
reporting standards (IFRS).
We draw attention as follows:
1. Note 1d of these financial statements -
The Company does not have any operations. Further continuation of the Company's
operations is contingent upon its having successful operations in the future.
An agreement was signed between the Company and "Shani group" as detailed
in note 1. Company management is of the opinion that it will be able to
mobilize the financial sources for future Company operations, but there
is no certainty in this regard.
These factors create significant doubts in regard to continued operation
of the Company as a "going concern".
These financial statements do not contain any adjustments for valuation
of assets and liabilities or their classification that would likely be necessary
in the event that the Company is unable to continue its operations as a
"going concern".
2. Note 1c regarding court approval for dividend distribution was not received
yet
Barzily & Co.
Certified Public Accountants
A Member of MSI Worldwide
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
STATEMENTS OF FINANCIAL POSITION
NIS in thousands
December 31,
Note 2021 2020
----- -------- -----
ASSETS
Non-Current Assets:
Fixed assets, net 6 - 1,007
Right of use assets 14 - 1,645
Assets for exploration and evaluation
of precious stones 8 - 63,098
Total non-current assets - 65,750
-------- ---------
Current Assets:
Cash and cash equivalents 853 483
Marketable securities - 926
Other accounts receivable 5 8 220
Total current assets 861 1,629
-------- ---------
Total Assets 861 67,379
======== =========
EQUITY (DEFICIT) AND LIABILITIES
Equity (Deficit) 16 (6,573) 55,609
-------- ---------
Non-Current Liabilities:
Long-term loans from interested party 13 - 433
Liability at fair value 12 - 6,187
Long-term leasehold liability 14 - 1,302
Liability for severance pay 3h - 154
Options convertible to shares 15 - 6
-------- ---------
Total Non-current Liabilities - 8,082
-------- ---------
Current Liabilities:
Short-term credit from bank and others 9 - 1,789
Trade payables 10 9 681
Interested parties - 88
Other accounts payable 11 94 670
Short-term liability at fair value 12 7,331 279
Loans convertible to shares 12 - 181
Total current liabilities 7,434 3,688
-------- ---------
Total Equity and Liabilities 861 67,379
======== =========
The accompanying notes are an integral part of the financial
statements.
June 16,2022
------------------ -------------- ----------------
Date of Approval Alon Shani David Ben David
of the Financial CEO CFO
Statements Chairman of
the Board of
Directors
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
NIS in thousands (except for income (loss) per share)
For the Year Ended December
31,
Note 2021 2020 2019
-------- ---------- ------------- ------------
General and administrative
expenses 17 (2,816) (1,915) (3,123)
Amortization of assets for
exploration 8b (58,565) - . - (2,409)
---------- ------------- ------------
Operating loss prior to other
expenses (61,381) (1,915) (5,532)
Other income (expenses),
net 18 103 1,195 (1,023)
Loss prior to financing (61,278) (720) (6,555)
---------- ------------- ------------
Financial expenses (1,429) (4,382) (1,534)
Financial income 35 1,114 160
---------- ------------- ------------
Financial expenses, net 19 (1,394) (3,268) (1,374)
---------- ------------- ------------
Loss for the year and comprehensive
loss for the year (62,672) (3,988) (7,929)
========== ============= ============
Basic and diluted loss per
share (in NIS) * (0.000) (0.021) (0.049)
========== ============= ============
* The loss per share was adjusted following the split.
The accompanying notes are an integral part of the financial
statements.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
STATEMENT OF CHANGES IN EQUITY
NIS in thousands
Capital Capital
Reserve Reserve
Additional Receivables for from Total
Paid-in on Account Dividend Share- Transactions Accumulated Equity
Capital of Shares for Based with Deficit Attributed
Distribution Payments Shareholder to Shareholders
------------ ------------- ------------- ---------- -------------- ------------- ----------------------
Balance as of January
1, 2019 108,561 - - 5,716 6,312 (61,045) 59,544
Issuance of shares 4,966 (205) - - - - 4,761
Share based payment - 46 46
Comprehensive Loss for
the year - - - - - (7,929) (7,929)
Balance as of December
31, 2019 113,527 (205) - 5,762 6,312 (68,974) 56,422
Comprehensive Loss for
the year - - - - - (3,988) (3,988)
Issuance of shares * 2,970 205 - - - - 3,175
Balance as of December
31, 2020 116,497 - - 5,762 6,312 (72,962) 55,609
Comprehensive Loss for
the year - - - - - (62,672) (62,672)
Issuance of shares * 3,328 - - - - - 3,328
Dividend for distribution
(see note 1,16.2) - - (2,838) - - - (2,838)
Balance as of December
31, 2021 119,826 - (2,838) 5,762 6,312 (135,634) 6,573
============ ============= ============= ========== ============== ============= ======================
- . -
* Reclassified following erasure of par value of shares. See Note 16.
The accompanying notes are an integral part of the financial statements.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
STATEMENTS OF CASH FLOWS
NIS in thousands
For the Year Ended December
31,
2021 2020 2019
------------- ------------ -------------
Cash flows from operating activities:
Loss for the year (62,672) (3,988) (7,929)
Appendix A - Adjustments required to reconcile
loss for the year to net cash used in operating
activities 59,531 767 5,209
Net cash used in operating activities (3,141) (3,221) (2,720)
------------- ------------ -------------
Cash flows from investing activities:
Purchase of fixed assets (5) (8) (395)
Consideration from sale of fixed assets - 111 -
Deposits - 14 (14)
Exit from consolidation (Appendix B) (3,775) - -
Investment in exploration and evaluation
assets (1,024) (1,361) (2,161)
Repayment of investment in shares 1,200 - -
Loan repaid parent company - 330 253
Net cash used in investing activities (3,064) (914) (2,317)
------------- ------------ -------------
Cash flows from financing activities:
Consideration received for issuance of share
capital and options (including additional
capital), net - 205 3,575
Receipt (repayment) of credits from banks
and others, net (176) (130) 103
Receipt (repayment) of loans from interested
parties, net 4,443 1,431 (674)
Repayment in regard to leasing (255) (393) (299)
Investment in Company shares 3,283 - -
Receipt of loans convertible to shares - 3,804 2,636
Repayment of long-term loans from interested (16) - . - . -
parties -
Interest paid (164) (226) (334)
Net cash provided by financing activities 7,115 4,691 5,007
------------- ------------ -------------
Linkage differences in regard to cash and
cash equivalents - (79) (173)
------------- ------------ -------------
Increase (decrease) in cash and cash equivalents 370 477 (203)
Cash and cash equivalents at the beginning
of the year 483 6 209
------------- ------------ -------------
Cash and cash equivalents at the end of
the year 853 483 6
============= ============ =============
The accompanying notes are an integral part of the financial
statements.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
STATEMENTS OF CASH FLOWS
NIS in thousands
APPIX A For the Year Ended December
31,
Adjustments required to show the cash flows
from current operations: 2021 2020 2019
-------------- --------------- ---------------
Expenses (income) not involving cash flows:
Depreciation * 15 48 49
Capital gain (274) (75) -
Share based payment - - 11
Capital mobilization fees - - 414
Amortization of assets for exploration
and evaluation of precious stones 58,565 - 2,409
Amortization of a loan to an interested
party - (1,091) 1,116
Finance expenses , net 1,394 3,268 1,374
-------------- --------------- ---------------
59,700 2,150 5,373
-------------- --------------- ---------------
Changes in asset and liability items:
Decrease (increase) in clients - 51 (51)
Decrease (increase) in receivables 99 (75) 376
decrease in trade payables (135) (391) (374)
Decrease in liability to a shareholder - (316) (296)
Increase (decrease) in other accounts payable (133) (422) 181
-------------- --------------- ---------------
(169) (792) (164)
-------------- --------------- ---------------
59,531 (1,766) 5,209
============== =============== ===============
* deducting encumbered depreciation on the assets for
exploration and evaluation of precious stones.
APPIX B For the Year Ended December
31,
Cash that arose as a result of division
of a subsidiary: 2021 2020 2019
------------- -------- -------
Receivables (112) - -
Assets for exploration (6,128) - -
Fixed assets (831) - -
Right of use 136 - -
Loans from related and unrelated parties 6,576 - -
Trade payables 1,006 - -
Liability for severance pay 290 - -
Less: Dividend for distribution 2,838 - -
------------- -------- -------
Decrease in cash from the division of a 3,775 - -
subsidiary
============= ======== =======
APPIX C For the Year Ended December
31,
Significant non-cash flow operations: 2021 2020 2019
------------ -------- --------
Accounts payable in regard to assets for
exploration and evaluation of precious stones - 248 785
============ ======== ========
Fixed assets in regard to assets for exploration
and evaluation of precious stones 166 411 464
============ ======== ========
Right of use assets in regard to assets
for exploration and evaluation of precious
stones (269) 450 364
============ ======== ========
Loans assigned to capital 46 3,381 1,017
============ ======== ========
Balance from a supplier that was assigned
to capital - - 60
============ ======== ========
The accompanying notes are an integral part of the financial
statements.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 1:- GENERAL
1. a. The reported entity -
SHEFA GEMS LTD. (Formerly: Shefa Yamim A.T.M. LTD.
and hereinafter - "the Company") is an Israeli
company that was engaged in exploration for diamonds,
precious stones and gold in Northern Israel. See
also Note 7.
As of December 31, 2021 the controlling party of
the Company is Shani group.
b. During November 2020 the Company's board of directors
decided to make organizational changes within the
Company. In the framework of these changes, the
prospecting and exploration operations in search
for precious stones and gold, performed by the
Company from its inception until March 2021, would
be transferred to Shefa Israel (G.M) Ltd.
c. On August 9, 2021 the special meeting of the Company's
shareholder approved the agreement signed between
the Company and Shani group (hereinafter "the agreement".
This agreement includes:
1. Distribution of shares of Shefa Israel (formerly
"the subsidiary)", directly to the Company's
shareholders, as a dividend in kind-
During January 2021, all exploration assets
and their attributed operations were transferred
to Shefa Israel. As consideration, Shefa Israel
allocated shares to the Company. As part as
the agreement, the shares were transferred to
an agreed trustee (Mr. Nathan Druckman, Adv.)
in order to enable him to allocate the Subsidiary's
shares on a pro-rata basis, to all the company's
shareholders at the determination date (August
10, 2021). Distribution will take place as part
of a dividend in-kind subject to and subsequent
to approval by the Court in the framework of
a request presented subsequent to presentation
of the financial statements. As of the date
of the financial statements, a request has not
yet been presented to the Court.
This distribution was recorded as a dividend
for distribution in the Company's financial
statements. See Note 4.
2. Allocation of Shares -
In the framework of the transaction, on September
6, 2021, the Company allocated to Shani group
and two unrelated parties an amount of 201,347,822
Ordinary Shares at the price of $ 0.0005 (GBP0.00031)
per share in consideration for $ 1,050,000 (GBP
756,000). This allocation reflects approximately
85% of the Company's authorized share capital
subsequent to allocation and fully diluted.
During August-September 2021, Shani group transferred
the amount of money to the Company.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 1:- GENERAL (cont.)
3. Advancement of the strategy for engagement in
new operations-
Subsequent to distribution of the shares involved
in the mobilization of capital, the Company will
become a cash wrapper that is searching for opportunities
to acquire internet technology and software resources.
In the event that this acquisition will be completed,
the Company will become a reverse takeover, in
accordance with registration regulations, and
will present a request to have its shares registered
and traded once again on the central London stock
exchange.
The Company has not as yet identified a qualifying
acquisition but will concentrate especially on
the key areas of potential high growth by providing
digital services in areas such as leisure, finance,
electronic trade and gaming. It will also attempt
successful advances in disruptive technology,
such as blockchain, and crypto-currency. In addition,
the Company will investigate potential software
technologies.
In the event that the Company identifies a specific
goal, then it will publish, in accordance with
the registration requirements, a prospectus that
will include all the required information to receive
approval of a reverse acquisition. At the moment,
it is not possible to guarantee that the Company
will be able to identify a specific goal or be
able to complete a prospective transaction. As
a result, trade of the Company's shares on the
London Stock Exchange is likely to be nullified.
d. The Company's financial status
The Company does not have any operations. Further continuation of the Company's
operations is contingent upon its having successful operations in the future.
An agreement was signed between the Company and "Shani group" as detailed
in note 1. Company management is of the opinion that it will be able to
mobilize the financial sources for future Company operations, but there
is no certainty in this regard.
These factors create significant doubts in regard to continued operation
of the Company as a "going concern".
These financial statements do not contain any adjustments for valuation
of assets and liabilities or their classification that would likely be necessary
in the event that the Company is unable to continue its operations as a
"going concern".
e. Definitions -
In these financial statements:
International Financial Reporting Standards (IFRS)
- Standards and interpretations adopted by the International
Accounting Standards Board (IASB) that include international
financial reporting standards (IFRS) and international
accounting standards (IAS), and interpretations of
these Standards as determined by the International
Financial Reporting Interpretations Committee (IFRIC)
or interpretations determined by the Standards Interpretation
Committee (SIC), respectively.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 1:- GENERAL (cont.)
e. Definitions (cont.)
"The Company" - SHEFA GEMS LTD.
The parent company - Nela Digital Ltd. (formerly
- Shefa Yamim Ltd.).
The subsidiary company - Shefa in Israel (G.M.) Ltd.
"Related Party" - As defined in IAS 24 and by the
International Accounting Standards Board (IASB).
"Interested Party" - as defined in the Securities
Act - 1968, and its Amendments.
"101" - One Hundred One - Gold Holdings Ltd. - An
interested party (hereinafter: "101").
"808" - Eight O Eight Global Corp. - An interested
party (hereinafter: "808").
"Index" - The Consumer Price Index published by the
Central Bureau of Statistics.
"Dollar" or $ - The U.S. dollar.
NOTE 2:- BASIS FOR PREPARATION OF THE FINANCIAL STATEMENTS
Declaration in regard to Implementation of International a.
Financial Reporting Standards (IFRS)
The Company's financial statements were prepared in
accordance with International Financial Reporting
Standards (hereinafter - "IFRS") and related clarifications
published by the International Accounting Standards
Board ("IASB").
The significant accounting principles detailed below
were consistently implemented for all reporting periods
presented in these financial statements except for
changes in the accounting policies that derive from
application of standards, amendments to standards
and clarifications that became effective at the date
of the financial statements.
The financial statements were approved by the board
of directors on May 31, 2022.
b. Functional Currency and Presentation Currency
The financial statements are presented in New Israel
Shekels (NIS) that is the functional currency of the
Company, and are rounded to the nearest thousand.
The Shekel is the representative currency of the main
economic environment wherein the Company operates.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 2:- BASIS FOR PREPARATION OF THE FINANCIAL STATEMENTS
(cont.)
Basis for preparation of financial statements c.
These financial statements are prepared on the basis
of historical cost. The statement of comprehensive
income was included according to characteristics of
operations.
Value of non-cash assets and detail of share capital
measured on the basis of historical cost, were adjusted
to changes in the Consumer Price Index until December
31, 2003 since until that date the Israeli economy
was considered to be hyper-inflationary.
The operating turnover cycle d.
The ordinary operating turnover cycle for the Company
is one year. The assets and liabilities attributed
to this operation and that are intended to be realized
during this operating period are shown in the framework
of current assets and current liabilities.
e. Foreign currency and linkage basis
Transactions stated in foreign currency are translated
into the functional currency of the Company at dates
of transactions, using the representative exchange
rate. Financial assets and liabilities designated
in foreign currency at reported date have been included
in the financial statements according to the prevailing
representative exchange rates as published by the
Bank of Israel at the balance sheet date. Non-monetary
items designated in foreign currency and measured
at fair value are translated into the functional currency
at the exchange rate prevailing when the fair value
was determined. Non-monetary items measured at cost
are translated into the effective exchange rate at
transaction date for the non-monetary item.
Detail in regard to the Consumer Price Index and the
exchange rate of the U.S. dollar and the British pound:
December 31,
2021 2020 2019
-------- -------- ---------
CPI in points (applicable)
* 127.67 124.20 125.06
CPI in points (known)
* 127.30 124.30 125.06
Exchange Rate of U.S.
$ in NIS 3.11 3.215 3.456
Exchange Rate of British
GBP in NIS 4.20 4.39 4.56
Year Ended December 31,
----------------------------
2021 2020 2019
-------- -------- --------
Change in CPI (applicable) 2.8% (0.7%) 0.6%
Change in CPI (known) 2.41% (0.6%) 0.3%
Change in rate of exchange-
U.S. $ (3.3%) (7%) (7.8%)
Change in rate of exchange-
Brit. GBP (4.3%) (3.7%) (4.9%)
* Base Index 2002 = 100.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 2:- BASIS FOR PREPARATION OF THE FINANCIAL STATEMENTS
(cont.)
f. Critical accounting decisions
Implementation of accounting policies adopted by the Company
requires Company management, in certain instances, to implement
broad accounting decisions (as opposed to accounting decisions
that related to determination of estimates and valuations
as detailed in Section g. below). These broad decisions
relate mainly to adoption of the accounting principle most
suitable to the circumstances, or rendering of an acceptable
interpretation under circumstances where the accounting
regulation does not render a full or clear response for
the specific circumstances. A critical accounting decision
is such that the results may have a significant effect
on the financial situation and results of operations of
the Company as reflected in the financial statements and
with other basic assumptions could lead to an accounting
result significantly different than the one presented therein.
By its nature, an accounting decision as such is partially
subjective. Concurrently, by implementing a critical accounting
decision, Company management bases its conclusion on understanding
of the accounting principles for implementation of its
operations and, where relevant, the Company consults with
external experts in the relevant field.
g. Essential estimates and uncertainties
Upon preparation of the financial statements, Company management
is required to utilize estimates or valuations in regard
to transactions or matters that their final effect on the
financial statements cannot be accurately determined at
the time. The main basis for determination of the quantitative
value of these estimates is assumptions adopted by Company
management, taking into account the circumstances for the
estimate, as well as the best of knowledge available at
the time. It is natural, since these estimates and valuations
are a result of decisions during uncertainty, that during
significant moments, changes in the basic assumptions derived
from changes that are not absolutely dependent on Company
management, as well as additional information at a future
date that was unavailable to the Company management at
the time when the estimate was formulated, will result
in changes in the quantitative value of the estimate. Thus,
this will also influence the financial position of the
Company and the results of its operations.
Therefore, though these estimates and valuations were concluded
using the best of knowledge available to management, based on past
experience and taking into account the singular circumstances, and,
where relevant, reliance on external consultants, the final
quantitative effect of transactions or circumstances requiring
estimate can only be clarified when these transactions or
circumstances reach their conclusions. Therefore, the actual
results, upon final clarification of the results for an event that
requires determination of estimates and valuations, may differ,
sometimes significantly, from estimates and valuations that were
determined initially and are updated over the period of the related
events.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 2:- BASIS FOR PREPARATION OF THE FINANCIAL STATEMENTS
(cont.)
g. Essential estimates and uncertainties (cont.)
The estimates and valuations that form the basis are
examined currently and are updated as a result of information
gained by management or of an event that occurred subsequent
to the last date when the estimate was determined,
and were not available at the previous period when
the estimate was determined or examined. Changes in
accounting estimates are charged to the period when
the change occurs in the estimate, or also to subsequent
periods following the change, when it is apparent that
the implications of the change will have an effect
on the present and future periods.
Following are areas where the valuation for the financial
statements requires estimation and valuation that,
in the opinion of management, will have a very significant
effect:
1) fair value of the exploration assets.
2) fair value of financial instruments;
3) fair value of Options.
NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES
a. Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments
that are immediately realizable. This includes short-term
bank deposits for immediate withdrawal and deposits
with maturities of three months or less that are not
limited in any way and no charges are placed thereon.
Deposits that are limited or that their maturity dates
are in excess of three months but not in excess of
one year are classified as deposits in the current
assets section of the statements of financial position.
b. Fixed assets
Fixed assets are stated at cost net of accumulated
depreciation and any losses in value that may have
occurred.
The cost includes acquisition cost of the fixed assets
as well as all costs that can be attributed directly
to bringing the asset to its location and its current
situation that are necessary for operations, using
the methodology intended by management.
Vehicles purchased under financial lease agreements
are presented at cost computed by estimated capitalization
of the leasing costs in accordance with the leasing
agreement.
Depreciation included in the statement of comprehensive
income is calculated using the straight-line method
based on the estimated useful lives of the assets,
at the following annual rates:
%
--------------
Office furniture and equipment 6-15
Laboratory machinery and equipment 10-15
Leasehold improvements - Establishment
of a laboratory 10
Vehicles 15
Computers 33
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES (cont.)
b. Fixed assets (cont.)
Depreciation expenses for vehicles and laboratory equipment
used during explorations are charged to cost of assets
for prospecting and valuation of precious stones. Profit
or loss arising from sale or decrement of a fixed asset
item is determined as the difference between receipts
from its sale and its book value at decrement date,
and is included in operations.
c. Assets for prospecting and valuation of precious stones
1. The Company has adopted the "Successful Efforts
Method" in regard to the accounting treatment of
expenses incurred in prospecting, mining and extraction
of precious stones. In accordance with this Method:
a) Expenses for participation in geologic tests
and scans that occur prior to the prospecting
and valuation stage and prior to receiving a
permit are charged immediately to the statements
of comprehensive income when incurred.
b) Investments in explorations for precious stones
during the exploration and valuation stages,
relating to areas that are as yet unproven whether
they will indeed yield precious stones or are
unprofitable, are shown in the statements of
financial position at cost, as exploration and
valuation assets that are stated as tangible
or intangible assets in accordance with the
essence of the asset. These investments include,
inter alia, costs incurred for performance of
geological research, drilling costs, operations
relating to evaluation of technical ability
for commercial existence of resources to be
yielded as well as general and administrative
costs of a headquarters (mainly to a related
company) related to direct costs for prospecting
and valuation of assets.
c) Investments in prospecting for precious stones
that have an existing technical plan and the
resource has a commercial existence will be
restated and included as "investments in precious
stone assets." Prior to their restatement, these
items will be examined for decrease in value.
In the event that a loss has been created, this
will be recognized and included in the statements
of comprehensive income. Investments in precious
stone assets are amortized in the statements
of comprehensive income on the basis of amounts
extracted in relation to total proven reserves
for the precious stone assets, as valuated by
an external assessor with expertise in this
area.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES (cont.)
c. Assets for prospecting and evaluation of precious stones
(cont.)
1. (cont.):
d) Prospecting and evaluation assets will be examined
for decrease in value when events and occurrences
would lead one to believe that their book value
exceeds their attributed realization value.
Such events and occurrences include, inter alia:
expiration of prospecting rights in a specified
area or predictions that these rights will expire
in the near future and renewal is not foreseen;
prospecting for precious stones in a specific
area have not resulted in proven commercial
quantities of reserves of precious stones. In
the event that there are signs of an impairment
in value, as abovementioned, the realization
value for the asset is estimated in accordance
with IAS 36 (see Section 3e).
2. "Investments in Precious Stone Assets" in the statements
of financial information will include, also, accumulated
costs for development of infrastructures for the
necessary bases in order to yield resources. These
costs are capitalized and can include headquarters
costs that are directly attributable to establishment
of the assets and other direct overhead costs. They
are shown in the statements of financial information
at cost and are amortized in the statements of comprehensive
income on the basis of quantity yielded in proportion
to total proven reserves as evaluated by an external
expert assessor, as stated in 1c), abovementioned.
3. Investments in precious stone assets that have an
existing technical plan are examined at each reporting
period for any signs of impairment. In the event
that such signs exist, the realization value is
computed in accordance with IAS 36 (see Sect. 3e).
4. The Company will recognize the liability and, correspondingly,
the asset in regard to Company obligation to disassemble,
clear and rehabilitate the site where the asset
was established. The liability is initially measured
at its present value and the expenses derived from
its increase are depreciated over a period of time
in the statement of comprehensive income. The asset
is initially measured at its present value and is
depreciated over a period of time in the statement
of comprehensive income in accordance with the useful
life of the removed asset. Changes in timing and
in the amount of the economic resources that are
necessary for the removal of the liability as well
as the change in the capitalization rate are added
to or deducted from the asset during the current
period corresponding to a change in the liability.
Changes in the obligation to disassemble and clear
items and rehabilitation of the site where they
were established, except for changes deriving from
timing, are added to or deducted from the asset
cost during the period when incurred. The amount
deducted from the asset cost will not exceed the
book value of the asset and the balance, if any,
is immediately recognized in the statements of comprehensive
income.
The Company examines its projected obligations to rehabilitate
and renew excavation sites and includes a provision,
when necessary, in accordance with the current value
of projected costs.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES (cont.)
d. Issue of a package of securities
When securities are issued as a package, the consideration
received is allotted (prior to issue expenses) to securities
issued as a package in conjunction with the following
order of allocation: financial derivatives and other financial
items that are presented at fair value periodically. Subsequently,
the fair value of the financial liabilities is determined,
with the allotted consideration for capital instruments
determined as the remaining value. Issue costs are allotted
to each component in accordance with the ratio of amounts
determined for each component of the package.
e. Impairment in value of assets
At the close of every reporting period, the Company examines
the book value of its tangible assets to determine any
signs of loss from impairment in value of these assets.
In the event that there are signs of impairment, the
Company examines the realization value of the designated
asset in order to determine the loss from impairment,
if any.
The realization value is the higher of fair value of
the asset net of sale costs as compared with its useful
life that is determined by the present value of projected
cash flows to be realized from this asset using a rate
prior to taxes that reflects the present book value of
the time span for the money and the specific risks for
the asset that the estimated future cash flows were not
adjusted for in this regard.
In the event that the book value of the asset is greater
than its realization value, a devaluation of the asset
has occurred in the amount of the difference between
its book value and its realization value. This amount
is recognized immediately in the statements of comprehensive
income.
Prior devaluation of an asset is nullified, partially
or completely, only when changes in the determinants
of realization value of the asset have occurred. In the
event of such an occurrence, the book value of the asset
is increased to the estimated current fair value, but
not in excess of the asset book value that would have
existed had there not been devaluation and subsequent
to deduction of any relevant depreciation. Such nullification
is recognized immediately in the statements of comprehensive
income.
f. Leases
The Company decides whether a contract is a lease arrangement
(or includes a lease arrangement) upon signing the contract.
The Company recognizes the asset right to usage on the
one hand, and the lease liability on the other hand in
regard to every lease contract wherein it is the lessee,
except for short-term leases (for a period not in excess
of twelve months) and leases of low value assets. For
these leases, the Company recognizes lease payments as
an operating expense on the straight-line basis of the
lease period, unless there is an alternative precedent
basis that presents, in a more acceptable manner, the
format of economic benefits derived for the Company from
its leased assets.
The leasing period is a unit that cannot be cancelled
for which the lessee has the right to utilize the leased
asset in conjunction with:
Periods that are covered by an option to extend the lease
if it is reasonably certain that the lessee will exercise
this option, as well as
Periods that are covered by an option to nullify the
lease if it is reasonably certain that the lessee will
not exercise this option.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES (cont.)
f. Leases (cont.)
In determining the lease period, the Company takes into
account the extension options that, at the time of the
commencement of the lease, it is reasonably certain that
they will be exercised by the Company. The extension
option's reasonability is examined by taking into account,
inter alia, lease payments during the extended period
as compared with market prices, significant renovations
of the leased property performed by the Company that
predictably will render to it a significant economic
benefit during the extended period, costs related to
the end of leasing (negotiations, vacating the existing
asset and search for an alternative asset as a replacement),
importance of the asset for Company operations, location
of the leased asset and the availability of fitting alternatives.
The Company's liability is originally measured in accordance
with the present value of the lease payments that were
not paid at the start of the lease. For computation,
the Company uses its additional rate of interest.
The lease payments included in measurement of the liability
are composed as follows:
Fixed payments (including existing fixed payments), net
of any leasing incentives;
Variable lease payments dependent on the Consumer Price
Index, that are initially measured by utilization of
the applicable Index at the beginning date;
The leasing liability is presented in a separate section
in current liabilities and non-current liabilities in
the statement of financial position. The leasing liability
is measured subsequently by increasing the book value
in order to reflect interest on the leasing liability
using the effective interest method, and by decreasing
the book value in order to reflect the lease payments
made.
The Company remeasures the leasing liability (against
adjustment of the usage right for the asset) when a change
occurs in the future lease payments forecasted for payment
in accordance with guarantees for scrap value. In this
instance, the lease liability is measured by capitalization
of the updated lease payments while utilizing the original
capitalization rate (unless the change in lease payments
derives from a change in variable interest rates. In
this instance, there is utilization of an updated interest
rate).
Cost of the usage right asset is composed of the original
measured amount of the lease liability and any lease
payments paid at the beginning or beforehand. Subsequently,
the usage right asset is measured at cost net of accumulated
depreciation and losses from decrements.
The usage right is shown in a separate section of the
report of financial information. The usage right asset
is measured by cost and is depreciated by the straight-line
method over the shorter of the lease span or the useful
life of the base asset.
The Company implements the principles of IAS 36, Decrement
of Assets in order to Determine if the Usage Right has
been Changed and to Handle the Resulting Decrement Loss
Identified.
g. Financial instruments
1. Non-derivative financial instruments
Non-derivative financial instruments comprise various
accounts receivable, deposit, and cash and cash equivalents.
Non-derivative financial instruments are recognized
initially on the trade date at which the Company
becomes a party to the contractual provisions allowing
the Company to receive the financial instrument.
Investments in these instruments are initially presented
at their fair value with the addition of transaction
costs.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
g. Financial instruments (cont.)
The Company classifies its financial assets as
loans and receivables. This classification is determined
in accordance with the purpose for holding the
financial asset, when initial recognition of the
financial asset occurs.
2. Losses from impairment in value and write-off of
non-derivative financial instruments
Financial instruments not classified at fair value
through profit and loss are examined at each reporting
period as to whether there are signs of impairment
in value. Impairment occurs when there is objective
evidence that as a result of a specific incident
or occurrences, occurring subsequent to initial
recognition date of the financial asset, a negative
effect exists on the projected cash flows for the
investment in this asset.
In regard to financial assets that are included
at amortized cost (mainly loans and receivables),
the amount of impairment in value is the difference
between the book value of the financial asset and
the present value of the estimated future cash
flows projected to derive from the asset, discounted
at the original effective interest rate for the
asset. This amount is charged to the statement
of comprehensive income.
In the event that during a parallel period to that
when a loss was recorded for impairment in value
for a financial asset included at amortized cost
there are indications that the amount of the loss
from impairment in value is less and is objectively
related to an event occurring subsequent to recognition
of the impairment, then the prior impairment loss
will be written off, in part or completely, to
profit and loss. The amount written off is limited
so that the book value of the investment in the
financial asset at the time of write-off of the
loss from impairment in value does not exceed the
amortized cost of the asset at the cancellation
date had there not been a prior recognition of
impairment in value.
3. Non-derivative financial liabilities
The Company initially recognizes debt securities
issued on the date that they originated. All other
financial liabilities (including financial liabilities
designated at fair value through profit and loss)
are recognized initially on the trade date at which
the Company becomes a party to the contractual
provisions of the instrument.
Financial liabilities are reduced when the obligation
of the Company, as specified in the agreement,
expires or when it is discharged or written off.
Financial obligations are initially recognized
in accordance with their fair value with the addition
of attributable transaction costs. Subsequent measurement
of financial liabilities is mainly on the basis
of amortized cost using the effective interest
method.
The Company has the following non-derivative financial
liabilities: loans and credit from banks and others,
and trade and other payables.
Financial assets and liabilities are offset and
the net amounts are presented in the statement
of financial position when the Company currently
has a legally enforceable right to offset the recognized
amounts and intends either to settle on a net basis
or to realize the asset and settle the liability
simultaneously.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES (cont.)
h. Provisions
Provisions are recognized when the Company has a current
obligation (legal or derived) as a result of a past occurrence
that can be reliably measured, that will in all probability
result in the Company being required to provide additional
benefits in order to settle this obligation. The amount
recognized as a provision reflects the best estimate
by management of the amount that will be required to
settle the obligation currently at financial statements
date, while taking into account the risks and uncertainties
related to obligations. When provisions are determined
by capitalization of projected cash flows in order to
settle the obligation, the provision is the current value
of the projected cash flows. Changes in the time value
are recognized in the statement of comprehensive income
or loss. When the entire sum or a portion thereof necessary
for current settlement of the liability will likely be
repaid by a third party, the Company recognizes an asset
for the return, up to the amount of the recognized provision,
only when there is actual certainty that the amount will
be received and it can be reliably estimated.
i. Liability in regard to employee benefits
The Company has several benefit plans for its employees:
1. Short-term employee benefits -
Short-term employee benefits include salaries, vacation
days, recreation and employer deposits to the National
Insurance Institute that are recognized as expenses
when rendered. A liability for a cash bonus or a
plan for participation in Company earnings is recognized
when the Company has a legal or derived responsibility
for payment of the amount for services rendered in
the past by the employee and the amount can be reliably
measured.
2. Benefits upon retirement -
These plans generally are funded by deposits to insurance
companies and pension funds and are classified as
restricted deposit plans or as restricted benefit
plans.
Some Company employees have restricted deposit plans,
in accordance with Section 14 of the Severance Pay
Law, whereby the Company pays fixed amounts without
bearing any legal or derived responsibility to pay
additional amounts thereto even if the fund did not
accumulate enough amounts to pay the entire benefit
amount to the employee that relates to the services
he rendered during the current and prior periods.
Deposits to the restricted plan are classified for
benefits or for compensation, and are recognized
as an expense upon deposit to the plan concurrent
with receiving services from the employee and no
additional provision is required in the financial
statements.
Concurrently, the Company operates a restricted benefit
plan for severance pay as required by the Severance Pay
Law. In accordance with the Severance Pay Law, employees
are entitled to compensation upon retirement or upon
termination of their employment.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES (cont.)
i. Liability in regard to employee benefits (cont.)
The financial statements include a provision in the amount
of the difference that the Company would be required
to pay in the event that the employees would be entitled
to severance pay at the date of statements of financial
position. No actuarial computations of possible obligation
and actual value of deposits with the restricted benefit
plan were made since, in the opinion of Company management,
such computation would not have a material effect on
the Company's financial statements.
j. Financial income and expenses
Financial income includes interest in regard to invested
amounts, revenues from exchange rate differences that
are recognized in the statements of comprehensive income
and revenues from adjustments of fair value of liabilities.
Interest income is recognized upon accumulation, using
the effective interest method.
Financial expenses include interest on loans received,
finance expenses in regard to fair value of liabilities
and changes in the time estimates of provisions.
Gains and losses from exchange rate differences are reported
net. Costs of credit are recognized as an expense during
the period of their inception, in accordance with the
effective interest methodology.
k. Deferred Taxes
The Company creates deferred taxes in regard to temporary
differences of value for tax purposes of assets and liabilities
and their values in the financial statements. These deferred
tax balances (asset or liability) are computed according
to the projected tax rates occurring upon realization,
based on tax rates and regulations in force or legislated
fully at the date of the statements of financial position.
Deferred tax liabilities are recognized, generally, for
all temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes.
A deferred tax asset is recognized on the books for carryforward
losses, tax benefits and temporary differences that are
deductible to the extent that it is probable that future
taxable profit will be available against which the temporary
differences can be offset. Deferred tax assets are reviewed
at every reporting date and, in the event that the related
tax benefits will not be utilized, they are deducted.
In the absence of certainty regarding taxable income
in the future, there was no recording of a tax deferred
asset in regard to carryforward losses on the Company
books of account.
l. Statement of Cash Flows
The statement of cash flows from current operations
is presented using the indirect method, whereby interest
amounts paid and received by the Company are included
in the cash flows in the framework of finance operations.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES (cont.)
m. Gain (Loss) per Share
The Company computes the basic revenue or loss per share
in regard to gain or loss that is attributed to the
Company shareholders by dividing the income or loss,
attributable to ordinary shareholders of the Company,
by the weighted average of ordinary shares that exist
in the turnover during the reported period. The Company
does not have any securities that are convertible to
shares that would have a potential effect on the diluted
income per share.
n. Share Based Compensation
In share based compensation, transactions with employees (including
officers and others who provide similar services) that are cleared by
parent company capital instruments, the costed benefit of capital instruments
granted is based on their fair value at grant date. The costed fair
value upon granting of Options is measured on the basis of the Black-Sholes
model. The abovementioned benefit is attributed to expenses in the profit
and loss against a straight-line growth in share capital, over the vesting
period of the capital instrument that was granted, so that every sub-granting
is considered as a separate graded vesting. In transactions involving
share based compensation with renderers of services, the Company measures
the expense in accordance with the value of the services received. In
share based compensation transactions cleared by cash payment, the Company
measures the services acquired and the liability that was created, in
accordance with the fair value of the liability. Until the liability
is cleared, the Company remeasures the fair value of the liability at
every reported period and upon clearance, so that any changes in the
fair value are recognized in the statement of comprehensive income for
the period.
o. Financial Instruments
Financial Assets
Financial assets are measured at fair value on their
initial recognition date. In addition, the transaction
costs that are directly attributable to acquisition
of the financial asset are included, except where the
financial asset is measured at fair value through profit
and loss, so that the transaction costs are charged
to profit and loss.
The financial assets will be handled as follows:
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES (cont.)
o. Financial Instruments (cont.)
-- Debit instruments will be classified and measured
subsequent to initial recognition under one of the
following alternatives: depreciated cost, fair value
through profit and loss or fair value through other
comprehensive income. Determination of the measurement
model will take into account the business model of
the entity in regard to management of financial assets
and in accordance with the characteristics of the
projected cash flows that will be derived from those
financial assets.
-- A debit instrument that was measured by depreciated
cost or by fair value through other comprehensive
income may be designated for fair value through profit
and loss, but only if the designation will nullify
lack of consistency in recognition and measurement
that would be created if the asset was measured by
depreciated cost or by fair value through other comprehensive
income.
-- As a rule, the financial instruments will be measured
at fair value through profit and loss.
-- Upon initial recognition, one may designate financial
instruments at fair value through other comprehensive
income. Those instruments that will be designated
in that manner, will not be subject any longer to
the test of impairment, and profit or loss in their
regard will not be transferred to profit or loss,
including upon realization.
Embedded derivatives will not be separated from the
* ???? existing contract found at the beginning of the Standard.
Alternatively, mixed contracts will be measured generally
at depreciated cost or at fair value, in accordance
with the testers of the business model and the projected
cash flows.
-- Debt instruments will be reclassified only when the
entity changes its business model to management of
financial assets.
-- Investments in capital instruments that do not have
a quoted price on a functioning market, including
the derivatives of these instruments, will be measured
at fair value. The alternative measurement according
to cost under certain circumstances is hereby nullified.
However, the Standard declares that under certain
circumstances the cost should be a proper measure
of the fair value.
Financial Liabilities
The Standard determines also the following procedures in
regard to financial liabilities:
-- The change in fair value of financial liabilities
that is intended, upon initial recognition, to be
fair value through profit or loss, which is attributed
to changes in the credit risk of the liability, will
be directly charged to other comprehensive income
unless such attribution will create or increase lack
of consistency - an accounting mismatch.
-- When a financial liability is paid or cleared, the
amounts charged to other comprehensive income will
not be classified to profit or loss.
-- All the derivatives, whether they are assets or liabilities,
will be measured at fair value through profit or loss,
including a derived financial instrument that constitutes
a liability related to an unquoted capital instrument
that we are unable to measure its fair value in a
reliable manner.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES (cont.)
o. Financial Instruments (cont.)
Impairments
The new model for impairment is based on projected credit
losses and will be implemented for the debit instruments
that are measured at depreciated cost or at fair value
through other comprehensive income, receivables in regard
to leasing, contract assets that are recognized according
to IFRS 15 and written obligations for rendering loans
and financial guarantee contracts.
The provision for impairment will be in regard to reasonable
projected losses within the following twelve months
(the coming year), or reasonable failure to repay during
the entire lifetime of the financial instrument. Examination
for the entire lifetime of the instrument is necessary
in the event that the credit risk for the asset rose
significantly since the date of initial recognition.
An alternative approach will be enforced if the financial
asset was created or acquired when it was already credit
impaired.
NOTE 4:- INVESTMENT IN SHEFA IN ISRAEL (G. M.) LTD.
Agreement between the Company and Shefa Israel (G.M.) Ltd.
for transfer of ownership in regard to exploration assets
equipment:
On November 29, 2020 an agreement was signed between the
company and Shefa Israel, for transfer of the exploration
assets equipment from the Company to Shefa Israel by January
1, 2021. Concurrently, Shefa Israel also received all related
operating activity, including administrators, employees,
agreements, suppliers, etc. In addition, it was agreed
that all actual expenses related to exploration assets
would be the responsibility of Shefa Israel, commencing
March 1, 2021.
Accordingly, all the exploration assets were actually transferred,
including the Taglit Discovery Permit, the "Carmel" Exploration
Permit "the Carmel", and the "Bat Shlomo" License, and
are currently owned by Shefa Israel. This transfer of ownership
received final approval on August 9, 2021 from the Mining
Supervisor and from the legal division of the Ministry
of Energy. Concurrently, all contracts, trademarks, professional
equipment, goodwill and accumulated information were transferred
as well.
Commencing March 1, 2021 Shefa Israel assumed all the exploration
expenses, as agreed.
Commencing June 1, 2021, the employees and the professional
management were transferred, including all their social
benefits.
In consideration for the abovementioned transfers, Shefa
Israel allocated an amount of 201,247,822 Ordinary shares
to the Company. These shares constitute 100% ownership.
As of the date of the financial statements, the abovementioned
Ordinary shares are held by a trustee until all the legal
details for approval by the Court are completed for distribution
of a dividend in-kind.(see note 1) The Company has no influence
on Shefa in Israel (G.M.) Ltd.
The investment is presented as dividend distribution in
the company's equity.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 5:- OTHER ACCOUNTS RECEIVABLE
December 31,
----------------------
2021 2020
-------- -----------
Advances to suppliers and others - 10
Prepaid expenses 8 210
8 220
======== ===========
NOTE 6:- FIXED ASSETS, NET
Machines Office Leasehold
and Furniture Improvements
Laboratory Vehicles and Computers - Laboratory Total
Equipment Equipment
------------ ---------- ----------- ----------- -------------- ------------
Cost:
As of January
1, 2020 4,100 69 338 373 436 5,316
Additions - . - - . - 2 6 - . - 8
Decrements (403) (21) - . - - . - - . - (424)
As of December
31, 2020 3,697 48 340 379 436 4,900
Decrements
in regard to
exit from
consolidation (3,697) (48) (340) (379) (436) (4,900)
As of December - - - - -
31, 2021 -
------------ ---------- ----------- ----------- -------------- ------------
Accumulated
Depreciation:
As of January
1, 2020 2,702 50 326 362 382 3,822
Decrements (376) (12) - . - - . - - . - (388)
Depreciation
for the year 397 10 7 7 38 459
As of December
31, 2020 2,723 48 333 369 420 3,893
Decrements
in regard to
exit from
consolidation (2,723) (48) (333) (369) (420) (3,893)
As of December - - - - -
31, 2021 -
------------ ---------- ----------- ----------- -------------- ------------
Depreciated
Cost:
As of December - - - - -
31, 2021 -
============ ========== =========== =========== ============== ============
As of December
31, 2020 974 - . - 7 10 16 1,007
============ ========== =========== =========== ============== ============
NOTE 7:- LOAN TO THE PARENT COMPANY
On August 11, 2020 the Company arrived at an arrangement
for settling the debt. Nela Digital Ltd. (formerly "parent
company" will pay the loan in consideration for NIS 330
thousand in cash and 313 thousand shares of Nela Digital
Ltd. at the price of NIS 6 per share (total value of
the shares is in the amount of approximately NIS 1,878
thousand).
Composition:
2021 2020
----------- ----------------------
Opening balance January 1 - 1,117
Loan amortization - 1,091
Repayment in cash - (330)
Repayment with shares available
for trade - (1,878)
Closing balance December 31 - -
============ ======================
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 8:- ASSETS FOR EXPLORATION AND EVALUATION OF PRECIOUS STONES
a. During November 2020 the Company directors decided to
perform a reorganization so that every exploration procedure,
and exploration assets (see Note 3c) will be transferred
to the Subsidiary. As of the date of approval of these
financial statements, every exploratory operation is
actually performed by the Subsidiary.
The exploration operation performed by the Company is,
actually, exploration and examination of the primary
deposit in targeted entities and performance of work
plans that are managed by a professional work team, expert
and competent in the technical aspects necessary for
implementation of exploration operations that include,
inter alia: mapping, sampling, geophysical, geochemical
and geological surveys, visual and mineral examination
in the laboratory established in the operating area of
the Company in Akko of the various findings using the
most advanced methods known worldwide in order to assess
the economic potential of the findings at each site.
The goal is to raise expectations and reduce the risk
level, as well as to identify the exact location where
it will be possible to open a "mineralogical resource"
and a commercial mine.
The exploration procedures are in accordance with international
specifications, as is customary in this field and, for
this purpose, the Company is assisted with a wealth of
progressive methods engaged in worldwide by other exploratory
companies.
Composition: December 31,
2021 2020
------------ ----------
Purchase of exploration rights,
fees and planning - 5,357
Geologic research and laboratory
maintenance ** - 23,144
Drilling for exploratory
purposes - 5,690
Headquarters operations expenses
directly attributable to the asset
(mainly to a related company) ** - 25,583
Other expenses - 5,733
Amortization of exploration
assets * - (2,409)
---------------- ----------
- 63,098
================ ==========
* During 2019, the exploration areas were minimized. The Company
amortized the exploration assets in the amount of expenses
attributed in prior years to these areas.
** Includes share based compensation in the amount of
approximately NIS 1,111 thousand.
b. Impairment of Assets for Exploration
In the framework of transfer of operations in regard
to the exploration assets and distribution to its shareholders,
the Company examined the exploration assets and evaluation
of precious stones in order to determine whether there
are any signs of decrement in regard to these assets
and in order to present this operation in its fair value.
In the framework of this examination, the Company received
an assessment from an external independent assessor in
regard to the operation of these exploration assets.
The main setbacks facing this external assessor in this
framework included the uncertainty, from a regulations
standpoint, in regard to actual market value of the precious
stones (including the exclusive stones in Israel that
do not as yet have an open market), uncertainty in regard
to valuation of assets that have not as yet been defined
as a discovery, whether because the exploration has not
been completed in the areas, or whether as a result of
uncertainty in regard to their economic feasibility.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 8:- ASSETS FOR EXPLORATION AND EVALUATION OF PRECIOUS STONES
(cont.)
Impairment in regard to exploration assets was in the
amount of about NIS 58 million and was included in expenses
for amortization of exploration assets in the Company's
statement of operations.
As of December 31, 2021 regard to the decision by the
Company to exercise operations of the assets for exploration,
by a dividend in-kind to the shareholders (see detail
in Note 4) the Company showed the abovementioned operations
as a dividend for distribution that was calculated based
on the fair value of these assets and liabilities net
of cost of sales.
NOTE SHORT - TERM CREDITS FROM BANK AND OTHERS
9:-
December 31,
----------------------------------
a. Composition: 2021 2020
--------- --------
Overdraft - -
Short-term bank credit - 176
Current maturities of loan from
interested party - 62
Loans from interested party (1.) - 500
Loan from shareholders (2.) - 586
Current maturities of leases - 465
------------------- -------------
- 1,789
=================== =============
b. As of December 31, 2020 the Company has two loans from
interested parties:
A loan in the amount of NIS 145 thousand bearing interest
per annum of 10%.
A loan in the amount of NIS 417 thousand bearing interest
per annum of 5%.
NOTE 10:- TRADE PAYABLES
December 31,
--------------------
2021 2020
-------- ----------
Checks payable - 520
Open balances 9 161
9 681
======== ==========
NOTE 11:- OTHER ACCOUNTS PAYABLE
December 31,
--------------------
2021 2020
-------- ----------
Salaries and related
items 1 288
Accrued expenses 93 382
94 670
======== ==========
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 12:- LOANS CONVERTIBLE TO SHARES
a. During November 2018 until June 2019, the Company received
convertible loans from investors in the amount of approximately
GBP 251 thousand. According to the agreements, the Company
obligated to allocate to the lenders a number of shares
at the price of 5 pence until December 31, 2019 and,
in addition, to allocate one Option per share at the
exercise price of 10 pence for a period of 24 month.
Also, the Company received from an investor a convertible
loan in the amount of approximately GBP 78 thousand.
According to the agreement, the Company obligated to
allocate to the lender shares at the price of 4 pence
until December 31, 2019 and, in addition, to allocate
one Option per share at the exercise price of 8 pence
for a period of 24 month.
On December 31, 2019 the Company signed an agreement
with the lenders. Accordingly, the shares allocation
date was extended until June 2020.
Upon receiving the loans, an amount of approximately
NIS 627 thousand (GBP 133 thousand) was recorded as
a loan at fair value and an amount of NIS 924 thousand
(GBP 196 thousand) was recorded as a loan at amortized
cost.
During October 2019 the Company received two additional
convertible loans in the amount of NIS 742 thousand
(GBP 164 thousand). In accordance with the loan agreement,
the Company obligated to allocate to the lenders, of
their choice, until March 31, 2021, shares at the price
of 5 pence per share and to allocate one Option per
share at the exercise price of 10 pence for a period
of 24 month.
In addition, the Company obligated to double the yield
on the allocated shares at the end of the 24 months
from allocation date. If the yield will not be doubled,
then the Company will grant additional shares until
the promised yield is attained.
Upon receiving the loans, an amount of approximately
NIS 728 thousand (GBP 161 thousand) was recorded as
a loan at fair value and an amount of NIS 14 thousand
(GBP 3 thousand) was recorded as a loan at amortized
cost.
All the loans bear 5% interest per annum.
b. During the first half of 2020, the Company received
convertible loans in the amount of NIS 3,426 thousand
(GBP 774,810) that bear 5% interest per annum. The shares
will be allocated at the rate of 5 pence per share and
for every share allocated there will be one Option allocated
at the exercise price of 10 pence for a period of 24
months. In addition, the Company obligated that at the
end of 24 months from the allocation date, it will double
the yield on the shares. If the yield will not be doubled,
the Company will allocate additional shares in order
to attain the promised yield. Most of the loans were
converted to shares on June 30, 2020.
During the first half of 2020, the Company received
convertible loans in the amount of NIS 295 thousand
(GBP 126,945), that bear 5% interest per annum. The
shares were allocated at the price of 5 pence per share
with every share receiving an additional Option at the
exercise price of 10 pence for 24 months. Upon receiving
the loans, an amount of GBP 11,525 was recorded as a
loan at fair value and an amount of GBP 115,420 was
recorded as a loan at amortized cost. Most of the loans
were converted to shares on June 30, 2020.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 12:- LOANS CONVERTIBLE TO SHARES (cont.)
b. (cont.)
On June 30, 2020 the Company issued 28,922,507 shares
and Options to several investors in consideration for
convertible loans in the amount of NIS 3,381 thousand.
The shares were allocated at a price of 4-5 pence per
share and an Option was allocated per share at the exercise
price of 8-10 pence over 24 months.
The value of the Options allocated in the framework
of this issuance was GBP 5,384.
On September 6, 2021 the Company repaid the convertible
loan balances with 1,627,973 shares, at the price of
0.09 pence per share and an Option was allocated per
share at the exercise price of 10 pence for 12 months.
As of December 31, 2021, all the loans were converted
to shares. The balance of fair value is in regard to
the yield component.
c. Activity: Loans at Amortized Loans and liability
Cost at Fair Value
-------------------------------- ---------------------------
2021 2020 2021 2020
------------ ------------
Opening Balance 181 1,134 6,466 1,792
Additional
convertible
loans - 3,824 - 173
Classification - -
from
amortized cost
to fair
value - -
Loans converted to
shares (24) (3,381) (23) -
Financing (income)
expenses (157) (1,396) 888 4,501
------------- ---------------- ------------ ------------
Closing balance at
Dec. 31, - 181 7,331 6,466
============= ================ ============ ============
NOTE 13:- LONG-TERM LOANS FROM INTERESTED PARTY AND OTHERS
December 31,
------------------------
2021 2020
------- --------------
Loan from interested
party (1) - 496
Net of current maturities - (63)
------- --------------
- 433
======= ==============
(1)
(1) A loan in NIS bearing annual interest of 4.6%.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 14:- FINANCIAL LEASE
The Company has several leasing agreements that include
leasings of a building and vehicles, that are utilized
for current operations. Building lease agreements are
for a period of 3 to 7 years while vehicle lease agreements
are for a period not in excess of three years. The building
lease includes extension options.
The Company's policy is to extend the initial lease period
for the building over a period that is not less than 3
years. The Company examines the probability of exercise
or non-exercise of the option in view of the business
requirements and the lease agreement.
In addition, the vehicle lease agreements are for a period
up to three years without option periods for extensions
during the leasing.
a. Composition:
1. Rights of use assets: Building Vehicles Total
------------------- ----------------------------- -----------------------
Opening balance
Jan.1,
2021 1,307 338 1,645
Depreciation (214) (55) (269)
Deductions in regard
to exit from
consolidation (1,093) (283) (1,376)
------------------- ----------------------------- -----------------------
Closing balance - - -
Dec.
31. 2021
=================== ============================= =======================
Rights of use assets: Building Vehicles Total
------------------ ----------- -----------
Opening balance Jan.1,
2020 1,568 183 1,751
Additions during the year - 344 344
Depreciation (261) (189) (450)
------------------ ----------- -----------
Closing balance Dec. 31.
2020 1,307 338 1,645
================== =========== ===========
December 31,
---------------------------------------------
2. Liability in regard to leasing: 2021 2020
------------------------ ---------------
Liability - 1,767
Net of current maturities - (465)
- 1,302
============================ ===============
b. Amount of the liability was computed by capitalization of
the leasehold payments for the payments period at an annual
interest rate of 8%. The amounts are linked to the Consumer
Price Index.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 15:- OPTIONS CONVERTIBLE TO SHARES
a. On October 31, 2018 the Company issued 3,006,250 shares
and allotted 3,006,250 non-marketable Options in their
regard. In accordance with the valuation of an independent
external assessor, it was determined that the Options
for shares that had been rendered, as of December 31,
2020 had no fair value and during 2021 the Options expired.
On June 30, 2019 the Company issued 5,061,055 shares and
Options to various investors in consideration for convertible
loans in the amount of NIS 1,166 thousand, allocated at
a price of 5 pence per share. To each share one Option
was allocated at an exercise price of 10 pence for 24
months. In accordance with the valuation of an independent
external assessor, as of December 31, 2020 the Options
had no fair value and during 2021 the Options expired.
On June 30, 2020 the Company issued 28,900,715 shares
and Options to various investors as a consideration for
convertible loans in the amount of GBP 1,385 thousand.
The shares were allocated at a price of 4-5 pence per
share, and for each share an Option was issued at an exercise
price of 8-10 pence for 24 months.
Value of the Options that were allocated during this issuance
is GBP 39,642. As of December 31, 2020 it is in the amount
of approximately NIS 5 thousand and during 2021 some 0ne
million Options expired and the remaining Options have
no value.
On September 6, 2021 the Company issued 1,627,973 shares
and Options to an investor as consideration for convertible
loans in the amount of NIS 46 thousand. The shares were
allocated according to the rate of 0.9 per share, and
every share received one Option at the exercise price
of 10 pence until June 30, 2022.
Value of the Options in the framework of this issuance
as of December 31, 2021 is GBP 49 which is approximately
NIS 209.
b. Parameters used in the fair value valuation:
December 31, December 31,
2021 2020
Projected fluctuations (in
percentages) 100 28 - 51
Life of the Option (in years) 1.5 0.36 - 1.5
Rate of non-risk interest 0.141 - 0.474 (0.10) - (0.15)
(in percentages)
Market price (in GBP) 0.475 - 0.9 0.2
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 15:- OPTIONS CONVERTIBLE TO SHARES (cont.)
c. Composition of existing Options Value of Options
Number of Options (NIS in Thousands)
---------------------------------- ----------------------------------
31.12.2021 31.12.2020 31.12.2021 31.12.2020
---------------- ---------------- ---------------- ----------------
Options - 20,544,650 - -
allocated
Dec.
18, 2017 *
Options - 3,006,250 - -
allocated
Oct.
31, 2018
Options - 25,000,000 - -
allocated
May
13, 2019
Options - 5,061,055 - -
allocated
June
30, 2019
Options
allocated
June
30, 2020 27,900,715 28,900,715 - 5
Options 1,627,973 - ** - -
allocated
Sept.
6, 2021
---------------- ---------------- ---------------- ----------------
29,528,688
* 82,512,670 ** - 5
* During 2021 and 2020, an amount of 75,156,595 and 23,550,890
Options, respectively, expired.
** Less than NIS 1,000.
d. Fair value hierarchy -
Measurement of fair value of financial instruments is performed
using a fair value hierarchy that reflects the data that was
used in performance of a measurement of fair value. The hierarchy
of fair value is based on the following three levels:
Level Quoted prices (unadjusted) on the active markets for
1 - identical assets or liabilities.
Level Data that are not price quotes included in Level 1 abovementioned,
2 - that may be seen directly (that is, price quotes) or
indirectly (that is, derivatives of price quotes).
Level Data in regard to an asset or liability that are not
3 - based on market information that may be seen (unseen
data).
As of December 31, 2021 and 2020, the liability in regard to
allocation agreements and the liability in regard to the Options
were measured using a valuation technique based on Level 2
while basing itself on visual market data.
NOTE SHARE CAPITAL
16:-
--------------------------------------- ---------------------------------
1. Equity December 31, 2021 December 31, 2020
--------------------------------------- ---------------------------------
Number of Number of
Ordinary Shares Ordinary Shares
--------------------------------------- ---------------------------------
Composition:
a. Issued Issued
Authorized and Authorized and
Outstanding Outstanding
-------------------- ---------------- ---------------- --------------
Ordinary shares
without. par value 1,000,000,000,000 2,326,456,551 1,000,000,000 201,285,513
================ ==============
b. On December 18, 2017 the Company completed its IPO on
the London Stock Exchange in the framework of which 45,174,560
Ordinary Company shares were registered for trade as follows:
397,346,100 shares were allocated as a result of loan
conversions to shares.
32,085,060 shares were allocated to an interested party
in the framework of a debt conversion.
20,223,000 shares were allocated in consideration for
payment of debts to issuance advisors.
2,090,900 shares were allocated to subscribers on the
issuance date.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 16:- SHARE CAPITAL (cont.)
429,431,700 shares were allocated at a 15% discount from
the basic issuance price - GBP 1.10.
The inclusive amount attributed to capital in accordance
with the basic price per share is NIS 18,857 thousand (net
of issuance expenses and fees in the amount of approximately
NIS 4,470 thousand).
During 2018 the Company issued 3,194,950 shares to various
investors.
The number of shares were adjusted in accordance with the
split. See c below.
c. On April 9, 2019 the Company performed a stock split of
1:10 so that each shareholder received 9 additional shares
for every share that he held beforehand.
d. On May 13, 2019 the Company issued 25,000,000 additional
shares and Options to various investors for a consideration
of GBP 1 million. The shares were allocated at the price
of 4 pence per share, and each share received an allocation
of one Option at the exercise price of 8 pence for 24
months.
e. On June 30, 2019 the Company issued 5,061,055 shares and
Options to various investors as a consideration for convertible
loans in the amount of NIS 1,116 thousand. The shares
were allocated at the price of 5 pence per share, with
an Option added at the exercise price of 10 pence for
24 months.
f. On June 30, 2020 the Company issued 28,922,507 shares
to various investors in consideration for convertible
loans in the amount of NIS 1,385 thousand. The shares
were allocated at a price of 4-5 pence per share.
g. The shares render to their owners the right to vote and
to participate in meetings of the shareholders, the right
to receive revenues and to participate in surplus assets
upon dissolution of the Company.
h. On September 6, 2021 the meeting of shareholders approved
the dissolution of par value for the shares. This approval
has not as yet been recorded by the Israel Corporate Authority.
i. On September 6, 2021 the Company issued 1,627,973 shares
to an investor as consideration for a convertible loan
in the amount of NIS 47 thousand. The shares were allocated
at the rate of 0.9 pence per share.
j. On September 6, 2021 the Company issued 2,123,543,065
shares to various investors as consideration for an investment
of $ 1,050 thousand. (See Note 1c.)
k. In regard to agreements with interested parties - see
Note 22a.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 16:- SHARE CAPITAL (cont.)
2.
August 09, 2021
Cash 3,775
Receivables 113
Assets for exploration and
evaluation * 6,110
Fixed assets 831
Assets in regard to usage
rights 1,376
---------------------
12,205
=====================
* Includes inventory of precious stones in the amount of NIS 4
million.
August 09, 2021
Trade payables 475
Credit from bank and from
others 576
Other accounts payable 531
Loans from interested parties 5,983
Liability in regard to usage
rights 1,512
Liability in regard to severance
pay 290
---------------------
9,367
=====================
NOTE 17:- GENERAL AND ADMINISTRATIVE EXPENSES
Year Ended December 31,
-----------------------------------------------------
2021 2020 2019
----------- --------------------- -----------------
Management fees and participation
in expenses to an interested
party (see Note 22a) * - 90 670
Salaries expense 571 - -
Salaries expense to an interested - 683 -
party
Other 242 151 173
Depreciation 15 48 49
Office maintenance and office
expenses 49 60 58
Salaries to directors 345 280 612
Advertising and marketing 56 18 402
Travel abroad - 1 130
Office services to an interested
party (see Note 22a) - 32 67
Professional consultation 770 322 707
Fees 160 230 255
Expenses for exploration assets 608 - -
2,816 1,915 3,123
=========== ===================== =================
* Includes share-based compensation - - 11
=========== ===================== =================
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 18:- OTHER INCOME (EXPENSES), NET
Year Ended December 31,
--------------------------------------------------------
2021 2020 2019
----------- -------------------- ---------------------
Revenues from sale of jewelry - 33 254
Expenses for jewelry
production (171) (3) (161)
Capital gain from sale
of securities 274 - -
Capital gain from sale -
of fixed assets - 75
----------- -------------------- ---------------------
103 105 93
----------- -------------------- ---------------------
Income (expenses) regarding
bad debt from loan of the
parent company - 1,090 (1,116)
----------- -------------------- ---------------------
103 1,195 (1,023)
=========== ==================== =====================
NOTE 19:- FINANCING EXPENSES (INCOME), NET
Year Ended December 31,
2021 2020 2019
----------- ------------ -----------
Finance expenses -
Adjustment of the value
of a financial liability
and loans according to fair
value, net 840 3,395 438
Interest on convertible
loans - 96 419
Exchange rate differentials - 119 235
Finance of convertible loans - - 210
Finance expense in regard
to leasing - 156 159
Interest on loans from interested
and related parties 532 19 16
Other - 31 57
Bank fees and interest 57 - -
Revaluation of shares available - 952 -
for trade
----------- ------------ -----------
1,429 4,768 1,534
----------- ------------ -----------
Finance income -
Financing of loans at amortized - 1,310 -
cost
Adjustment of financial
liability in regard to Options
according to fair value (5) (190) (160)
Exchange rate differentials (30) - -
----------- ------------- ------------
(35) (1,500) (160)
----------- ------------- ------------
1,394 3,268 1,374
=========== ============= ============
NOTE 20:- TAXES ON INCOME
a. Data in regard to the tax environment wherein the Company
operates:
Tax rates
Corporate tax rate in Israel for 2018 and thereafter
is 23%.
b. The Company received final assessments from the Income
Tax Authorities through 2014.
c. The Company has a carryforward loss for tax purposes
as of December 31, 2021 in the amount of approximately
NIS 79 million. The tax benefit in this regard will
be included in the financial statements at the time
when realization is expected. Currently, utilization
of loss is not anticipated
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 21:- TRANSACTIONS WITH INTERESTED AND RELATED PARTIES
a. Transactions with interested parties:
Year Ended December 31,
-----------------------------------------
2021 2020 2019
--------- ----------- ------------
Charged to statements
of comprehensive income
(loss):
Management fees and participation
expenses paid to "101" - 90 670
============= =========== ============
Fees for office services
paid to "808" - 31 67
============= =========== ============
Salaries to interested
parties - 757 - . -
========= =========== ============
Finance expenses to shareholders - 18 8
============= =========== ============
Charged to the statements
of financial position:
Management fees and participation
in expenses to "101" capitalized
to exploration assets - 270 799
============= =========== ============
b. Balances of interested and related parties:
December 31,
-----------------------------------------
2021 2020
----------------- -------------------
In the framework
of
current assets:
Marketable securities - 926
================= ===================
In the framework
of
short-term
liabilities:
Interested parties - 88
================= ===================
Loan from interested
parties - 1,147
================= ===================
In the framework
of
non-current
liabilities:
Loan from interested
parties - 433
================= ===================
c. Commitments:
See Note 22a.
d. Guarantees for the Company from interested parties:
See Note 22b.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 22:- COMMITMENTS, GUARANTEES AND LIENS
a. Commitments with interested parties:
1. Commitment regarding "101":
Since 1999, when the Company was established, it has
been managed by 101 Gold Holdings (hereinafter - "101"),
an interested company, that, at balance sheet date,
holds 2.73% of the Company shares and 3.90% fully diluted
shares, in the framework of management agreements.
On January 1, 2020 a new agreement was signed between
the Company and "101", whereby "101" provided office
services to the Company in return for an amount of approximately
NIS 60 thousand with the addition of VAT, in accordance
with the law. (This amount does not include refund of
expenses related to travel abroad for the purpose of
mobilizing investors.)
This agreement supersedes any previous agreement between
the companies. The agreement is for a three month period
with an option for extension for an additional three
months. The Company did extend the agreement in accordance
with the option, until June 30, 2020. On that date,
the agreement expired and the parties chose not to renew
it.
2. Commitments regarding "808":
On January 1, 2005 the Company signed an agreement with "808",
an interested party, whereby "808" will assist in finding potential
investors. In addition, "808" will provide collection services
regarding the investment money of investors that were found by
"808"for a consideration of 2% of the total gross investment by
each such investor in the Company.
In addition, "808" will provide office services to the Company
representatives in the United States for a fixed monthly retainer
in the amount of $ 770. The Company and "808" agreed that the
agreement will be valid until December 31, 2015. Each party has
the right to bring the agreement to an early termination upon
written notification six months in advance. The agreement was
extended until December 31, 2020 under the same terms.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 22:- COMMITMENTS, GUARANTEES AND LIENS (cont.)
b. Information in Regard to Exploration and Mining Operations
-
During November 2020 the Company directors decided
to perform a reorganization so that all exploration
procedures and assets for exploration as defined above,
will be transferred to Shefa Israel.
The Company received exploration and discovery permits
from the Mining Inspector in the Office of National
Infrastructure in the Government of Israel with the
permits granting exclusive rights to manage a geological
exploration in certain areas of Northern Israel.
Exploration and discovery of quarries in Israel is
subject to the instructions of the Mining Ordinance
and the mining amendments that were initiated in accordance
with the Ordinance (hereinafter - "The Ordinance")
and the mining guidelines (hereinafter - "The Guidelines")
that were subsequently added.
From the Company's inception in January 1999, the
Company has received all the necessary permits and
licenses that are required and is in compliance with
the work plans that were determined in accordance
with the Authorities as stated by the Mining Inspector
in the Infrastructure Ministry.
NOTE 23:- BASIC LOSS PER SHARE
Computation of the loss that is related to shareholders
of an Ordinary Company share of NIS 0.01 par value,
and the adjustments rendered in order to compute the
loss per share at basic and diluted calculations.
Year Ended December 31,
---------------------------------------------------------
2021 2020 2019
----------------- ----------------- -----------------
Comprehensive loss for
the year (NIS in thousands) (62,672) (3,988) (7,929)
================= ================= =================
Weighted number of Ordinary
shares 909,675,859 186,767,818 160,769,606
================= ================= =================
Basic and diluted loss
per share (in NIS) (0.000) (0.021) (0.049)
================= ================= =================
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 24:- FINANCIAL INSTRUMENTS
a. Financial risk management
1) General
The Company is exposed to the following main risks
arising from use of financial instruments:
-- Credit risk
-- Liquidity risk
-- Market risk
In this Note, we will render information in regard
to Company exposure for each of the risks abovementioned,
as well as Company goals, policies and procedures
regarding gauging and management of these risks.
Additional quantitative disclosure is included
throughout these financial statements.
2) Framework for risk management
Company policy for risk management was formulated
in order to identify and analyze the risks confronting
the Company, to determine sufficient limitations
to the risks, control while supervising the risks
and compliance with limitations. The policies and
methods for risk management are surveyed currently
in order to reflect changes in the market conditions
and the Company operations. The Company utilizes
training and management procedures in order to
develop a control environment that is efficient,
wherein all employees understand their roles and
responsibilities.
3) Credit risk
Credit risks arise from cash and cash equivalents,
deposits in banks and receivable balances that
are as yet unpaid. Company balances of cash and
cash equivalents are deposited in a bank. The Company
considers credit risks for unpaid receivable balances
to be insignificant.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 24:- FINANCIAL INSTRUMENTS (cont.)
a. Financial risk management (cont.)
4) Liquidity risk
Liquidity risk is the danger that the Company will
not be able to pay its obligations related to its
financial liabilities that are cleared by cash
payments or payment of another financial asset.
The Company's approach to management of its liquidity
risks is to assure, as much as possible, the necessary
liquidity to meet its obligations on time, under
ordinary terms and when pressured, without encountering
undesired losses or damage to its reputation.
Hitherto, Company financing has been maintained
by issuance of share capital, receiving of loans
and use of credit from interested parties (management
fees have been paid in accordance with the Company's
abilities).
5) Market risks
Market risks include the risk that changes in market
prices, such as the exchange rates of foreign currencies,
the Consumer Price Index and interest rates will
have an effect on the value of Company holdings
of financial instruments. The intent of market
risk management is to manage and supervise exposure
to market risks in the framework of accepted parameters,
while maximizing yields.
The Company is exposed to the following risks:
Exchange rate risks:
Part of the Company's liabilities and mobilizations
of capital is measured in dollars and pounds sterling.
Therefore, the Company is exposed to changes in
the exchange rates of the U.S. dollar and the British
pound sterling. The Company has not utilized any
protective measures against this exposure.
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 24:- FINANCIAL INSTRUMENTS (cont.)
a. Financial risk management (cont.)
5) Market risks (cont.)
Risks of falling market prices for diamonds, gold
and precious stones:
The Company is exposed to changes in market prices
for diamonds, gold and precious stones. Despite
the fact that the Company is still in the pre-production
stage for the minerals, significant changes in
the future market prices can and may have an effect
on the preparation to repay investments in exploration
and mining.
b. Interest rate risks
Exposures to interest rate risks and average weighted
interest rates for financial assets and liabilities
are detailed as follows:
NIS Foreign Currency
------------------------------------------------------------------------------------- ---------------------------------
Linked
to Fixed Variable Non- Fixed Non-
the Interest Interest Interest Interest Interest
CPI Total
------------- ---------------- ----------------- --------------- --------------- --------------- -----------
NIS in thousands
---------------------------------------------------------------------------------------------------------------------------------------
31.12.2021
Financial
Assets:
Cash and
cash equivalents 29 823 853
------------------ -------- ------------------------------------ --------------- --------------- --------------- -----------
Receivables 41 41
------------------ -------- ------------------------------------ --------------- --------------- --------------- -----------
Shares available
for trade
------------------ ---------------- -------- ---------------- --------------- --------------- --------------- -----------
Financial
Liabilities:
Short-term credit
from banks and
others
---------------- -------- ---------------- --------------- --------------- --------------- -----------
Related parties
---------------- -------- ---------------- --------------- --------------- --------------- -----------
Shareholders' loans 211 211
-------- ------------------------------------ --------------- --------------- --------------- -----------
Trade and other
accounts payable 10 6 16
-------- ------------------------------------ --------------- --------------- --------------- -----------
Liability at fair
value 7,451 7,451
-------- ------------------------------------ --------------- --------------- --------------- -----------
Loans convertible
to shares
-------- ---------------------------------------- --------------- --------------- --------------- -----------
Financial leasing
-------- ---------------------------------------- --------------- --------------- --------------- -----------
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 24:- FINANCIAL INSTRUMENTS (cont.)
b. Interest rate risks (cont.)
NIS Foreign Currency
--------------------------------------------------------------------------------- ---------------------------------
Linked
to Fixed Variable Non- Fixed Non-
the Interest Interest Interest Interest Interest
CPI Total
---------------- --------------- --------------- --------------- --------------- --------------- -----------
NIS in thousands
-----------------------------------------------------------------------------------------------------------------------------------
31.12.2020
Financial
Assets:
Cash and
cash equivalents 15 468 483
--------------------- --------------- ------ --------------- --------------- --------------- --------------- -----------
Receivables 220 220
--------------------- --------------- ------ --------------- --------------- --------------- --------------- -----------
Shares available
for trade 926 926
--------------------- --------------- ------ --------------- --------------- --------------- --------------- -----------
Financial
Liabilities:
Short-term credit
from banks and
others 410 737 1,147
--------------- ------ --------------- --------------- --------------- --------------- -----------
Related parties 586 586
--------------- ------ --------------- --------------- --------------- --------------- -----------
Loans from shareholders 211 211
--------------- ------ --------------- --------------- --------------- --------------- -----------
Trade and other
accounts payable 1,219 311 1,530
--------------- ------ --------------- --------------- --------------- --------------- -----------
Liability at fair
value 6,475 6,475
--------------- ------ --------------- --------------- --------------- --------------- -----------
Loans convertible
to shares 181 181
--------------- ------ --------------- --------------- --------------- --------------- -----------
Financial
leasing 1,195 1,195
--------------- ------ --------------- --------------- --------------- --------------- -----------
c. Analysis of sensitivity
1) As of December 31, 2021 and 2020, the Company has
net liabilities with variable interest rates in
the amounts of NIS 410 thousand and NIS 175 thousand,
respectively.
An increase in the market annual interest rate
of 50% for the year ended December 31, 2021 is
likely to increase interest expense in the amount
of approximately NIS 4 thousand; to decrease net
profit and shareholders' equity in the amounts
of approximately NIS 4 thousand. A decrease in
the market interest rate of 50% would decrease
the interest and increase net profit and shareholders'
equity by identical amounts. This analysis was
performed assuming that there will not be any changes
in other factors.
2) A stronger New Israel Shekel (NIS) against the
U.S. dollar would increase (decrease) the shareholders'
equity and net income or loss as follows. This
analysis was performed assuming that all other
variables, especially interest rates, will remain
fixed.
Date 5% Increase 5% Decrease
in Exchange in Exchange
Rate Rate
------------------- ------------------ ------------------
December 31, 2021 (339) 339
================== ===========================
December 31,
2020 (391) 391
================== ===========================
SHEFA GEMS LTD. (Formerly Shefa Yamim A.T.M. LTD.)
NOTES TO THE FINANCIAL STATEMENTS
NIS in thousands
NOTE 24:- FINANCIAL INSTRUMENTS (cont.)
d. Fair value
Book value of financial assets and liabilities, including
cash and cash equivalents, other receivables, deposits,
bank short-term credits, loans and overdrafts, trade
payable and other payables is proximate to or equivalent
to their fair value.
e. Liquidity risk
The Company has liabilities bearing interest at variable
rates and is, therefore, exposed to changes in the market
interest rate. See Section c.1 above.
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