Chapter Name
1
Annual Report
2021
Revised 14 July 2022
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General Statement
General statement
The enclosed Financial statements and Board of
Directors’ report, together with the accompanying
notes, fullls DLTx ASA’s Norwegian statutory
requirements for annual reporting. The Annual report
2021 is available in PDF-format on our website
www.dltx.com. Throughout this report “the Company”
and “DLTx” refers to parent company DLTx ASA,
while “the Group” refers to DLTx ASA and its afliate
companies.
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The Board of Directors and Management
The Board of Directors
and Management
James Haft,
Chairman of the Board of Directors
James Haft has a JD/MBA from Emory University
and has worked in the capital markets since the late
80’s. He has experience from Bear Stearns, Furman
Selz and ING Barings before founding Pacic Alliance
Limited, LLC through which he has co-founded and
advised on over 50 internet and distributed ledger
technology startups. He is an entrepreneur and
Merchant Banker with broad experience managing,
advising, fund raising, and developing opportunities
for businesses leveraging the digitization of
information and value. James has focused on the
adoption of distributed ledger technology and other
decentralized, encrypted data platforms adopted to
improve the security, speed, and cost of transactions
and communications.period last year.
Viggo Leisner,
Board Member
Viggo Leisner has long experience from oil
trading, and more than 15 years as responsible for
investments and M&A for Arne Blystad AS. During his
15 years as investment manager at Arne Blystad AS,
he has been involved in strategic processes, nancing
and other support for several companies from many
different businesses. He has also served at the board
of directors of both private and public companies,
inter alia as vice chairman of Brabank ASA and board
member of Arcane Crypto. He holds a Cand. Merc in
Finance from Ålborg University/St. Cloud University
Minnesota and he was a sergeant at Norwegian
Infantry Ofcer School.
Kari Mette Toverud,
Board Member
Kari Mette Toverud is Director of Communications
at Norkart AS. Ms Toverud has worked in the
telecom and datacom sectors for the past 25 years:
Communication and Marketing Director at Broadnet
and Ventelo from 2011 to 2014 and held the same
position at Network Norway from 2006 to 2011. She
was COO at Cloudberry Mobile from 2014 to 2015
and has held top management positions at Telenor
Media, Telenor Mobil and Telenor Nordic Mobile
(1995–2006). She has also served on a number of
boards, notably Telenor Eiendom, Telenor Norge
and Telenor Key Partner, and currently sits on the
boards of Nextgentel AS, Bitpro AS, Totalctrl AS and
KatrinUri AS. Ms Toverud has a Master of Business
and Marketing/ Handelsøkonom from BI Norwegian
Business School/ Handelsakademiet (1987–1991).
Thomas Christensen,
CEO
Thomas Christensen is a graduate in mechanical
engineering from the University of Gothenburg’s
institute, with a Master of Business Administration
from BI Norwegian Business School. He has broad
experience within technology, venture capital, and
Corporate Finance, and has conducted over 40 M&A
transactions, stock listings, debt and equity nancing
within shipping and technology, both as CEO, CFO
and external adviser. He has also experience from
challenging turnarounds through board positions
in global businesses. He is chairman in Grieg
Shipbrokers and Nordic Light Norway AS and holds
board seats in several companies abroad.
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Magnus Nøkleby,
CFO
Magnus Nøkleby has worked with nance, accounting
and nancial reporting for several years. Recently as
CFO and co-founder in Optio Incentives AS,
a company focusing on assisting listed companies
with central parts of their reporting requirements
according to IFRS. He has previously been the CFO
of the international Norwegian based company
The PURE Water Company AS, with subsidiaries in
Sweden, Denmark and the UK. Magnus holds a MSc
degree in Business and Economics (Siviløkonom)
from the Norwegan School of Business (BI).
David Johnston,
COO
David Johnston is a pioneer and early leader in
decentralized technologies. He played a formative
role in early blockchains such as Bitcoin, Ethereum,
& Polymesath. and is the former Managing Director
of the Decentralized Application Venture Fund and
Executive Director of BitAngels, one of the world’s
largest angel investment groups. He has founded
several enterprises in industries ranging from
biotech to open-source software and coined the
term Decentralized Applications (Dapps) in 2013.
The last decade, David has been an early seed stage
investor and advisor in a number of distributed ledger
technology projects such Tari, Beam, Vertalo
and more.
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Management Report
Management Report
Completion of Restructuring
Entering 2021 the Company was executing on its
restructuring strategy and entered into a Share
Exchange Agreement in the rst quarter to acquire
Distributed Ledger Technology Ireland Limited. The
transaction concluded the restructuring process and
marked the start of a new path, leaving all mineral
exploration activities behind and moving into the new
digital economy as a technology company. The name
of the company was also changed from Element ASA
to DLTx ASA.
Through the acquisition DLTx acquired equity, debt
interests and cryptocurrency tokens in a portfolio of
businesses and assets focusing on distributed ledger
technologies.
In connection with the transaction the Company
raised a total of NOK 44m through a private
placement and subsequent repair offering. In
addition, NOK 24m was raised in a private placement
in September.
Doing business with Blockchains
The second quarter of 2021 marked the beginning of
a new era for DLTx ASA in the blockchain ecosystem
building and scaling the infrastructure of Web3.
DLTx proudly announced the development of the
Filecoin storage provider File Storage Partners LLC
in a joint venture with DSM Tech Enterprises (“DSM”).
The development of a rst-of-its-kind multi-signature
collateral solution for Filecoin in cooperation with
industry leaders Protocol Labs and Genesis Global
Capital laid the groundwork for the development, and
is an example of the innovation the DLTx team brings
to the blockchain industry. File Storage Partners
was fully operational in the middle of August and
served as the template for further expansion of the
capabilities on the Filecoin network.
The Company is passionate about its involvement in
the decentralized platform which is at the heart of
Web3, and are proud to be building infrastructure
providing reliable storage and retrieval for humanity’s
most valuable data. DLTx will continue to be at the
forefront of the development and adoption of the
Filecoin network. With the anticipated shift of focus in
the Filecoin network towards customer markets, the
company made the decision to rebrand the Filecoin
division as DLTx Cloud subsequent to Q4.
Moving on to 2022
In November 2021 the Company signed an LOI to
acquire DSM, with the goal of becoming a fully
integrated technology company. The acquisition
was completed in the rst quarter of 2022 and
DSM brings with them a wealth of experience and
knowledge from developing innovative hardware
and software solutions in the blockchain ecosystem.
The expertise will allow DLTx to take competitive
advantage in deployment at scale of infrastructure
to support blockchains, move quicker in pursuit
of new opportunities and reduce the time to
commercialization for new projects. As a result of the
transaction DLTx owns 100% of the Filecoin storage
provider in DLTx Cloud and receive 100% of the
residual prots.
Filecoin was only the rst step in the development of
DLTx as a market leader for Web3 infrastructure, and
the company aim to take advantage of its scalable
and repeatable business model in the development
of projects with new protocols. The company is
evaluating several projects and expects to launch
multiple new business units in 2022. The new
business units will be developed in a similar fashion
to DLTx Cloud and will diversify the company across
several protocols.
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Report from the Board of Directors
The Business of the Group
company incorporated in Norway under and governed
by the Norwegian Public Limited Companies Act, with
business registration number 976 094 875. DLTx is
domiciled in Oslo, Norway .
The Company’s main assets currently (as of 31.12.21)
(i) The Filecoin based datacentre File Storage
Partners, (ii) diversied portfolio of interests in
businesses and assets focusing on distributed ledger
technologies, and (iii) a claim for repayment of debt
related to the restructuring of AMI (old mining project
from the days as Element ASA), with a total principal
amount of USD 4.3 million.
Financial performance
During 2021 the Group completed the transaction
process becoming DLTx ASA and focused its efforts
on developing, building and scaling infrastructure
for Web3.
The Group had operating income of USD 2 million in
2021. For the nancial period ending 31 December
2021, the Group had a consolidated loss before tax
of USD -5 million (2020: USD -1.4 million). Total loss
after tax attributable to DLTx ASA shareholders for the
period was USD -4.5 million (2020: USD -0.3 million).
Salary, social expenses, and other administrative
expenses by the end of the year was USD 7.1 million
(2020: USD 1.9 million), while net nancial items were
USD 0,1 million (2020: USD 0.5 million). The nancial
cost amounted to USD -0.2 million (2020: USD
1.0 million).
Cash flow from operating activities was USD
-8.3 million (2020: USD -0.8 million). Cash flow from
investment activities was USD -26.7 million
(2020: USD 0 million), while cash flow from financing
activities was USD 45.3 million (2020 USD 0.1 million)
At the end of 2021 cash and bank deposits totaled
USD 11 million (2020: USD 1.1 million). The Group
had interest-bearing debt at the end of the year in
the form of the crypto currency FIL (Filecoin) lent
from the asset lender Genesis as part of the ongoing
operations in File Storage Partners.
At 31 December 2021, the Group’s equity was USD
23.4 million (2020: USD 5.6 million) or USD 0.41 per
outstanding share (2020: USD 0.29 per outstanding
share). This corresponds to an equity ratio of 65.6
percent (2020: 94.6 percent), calculated by dividing
total equity by total assets (alternative performance
measure).
The Company is not engaged in any R&D activities.
Report from the Board of Directors
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Report from the Board of Directors
Risk review
The Board and management consider systematic
and deliberate management of risk as essential in
the development of its projects and regard this as
a signicant factor for long-term value creation for
the shareholders, employees and society. The risk
assessment process involves analysing both external
and internal risk factors, including corporate risk and
project risk factors. A risk assessment is presented
to the Board on a regular basis. The following are the
main the main risks identied for the Group:
The Group has funding for a limited time period, but
with increasing revenue from new ventures such as
Filecoin and other similar protocols. As the Group’s
current assets as of 31.12.2021 are generating steady
income, there is limited risk that the Company will not
be able to obtain funding for its operations.
DLTx is a technology company within the distributed
ledger technology and blockchain sector, currently
holding only a limited number of investments. The
Company is therefore exposed to market risk and
a lack of diversity in the portfolio and cannot fully
control or inuence the operations and performance
of its investments. Further, returns might be adversely
affected by poor performance of even
a single investment.
Some of the positions in the Group’s portfolio are
illiquid and may be difcult to realize.
Corporate governance
DLTx’s governance systems are based on principles
set out in the Norwegian Code of Conduct for
Corporate Governance. In accordance with section
3-3b of the Norwegian Accounting Act, an overall
report of corporate governance at DLTx has been
prepared and enclosed as a separate document in the
annual report.
Environmental Impact and Corporate
social responsibility
The Group’s vision and values is to act responsibly
and build sustainable communities based on
ethical, social and environmental norms. The ethical
guidelines for DLTx and the Company’s business
ethics are being reviewed annually and the Company
reports on international standards for corporate
social responsibility.
The Company facilitates equal opportunities for
professional and personal development regardless
of gender and strives to maintain a good working
environment. The company has not had any work
accidents or incidents in 2021, and the Group has not
during the year had any incidents negatively affecting
the external environment.
In accordance with section 3-3c of the Norwegian
Accounting Act, a report of Corporate Social
Responsibility has been prepared. The report is
included as a separate document in the annual
report and includes details on working environment,
injuries, accidents, sickness absence, equality, and
non-discrimination, as well as social responsibility and
external environment. This report is an integral part of
the Board of Directors’ report.
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Report from the Board of Directors
Oslo, 14 July 2022, Board of Directors, DLTx ASA
James Haft
Chairman of the Board
Kari Mette Toverud
Board Member
Viggo Leisner
Board Member
Thomas Christensen
CEO
Parent Company Results
The parent company had a loss for the year of NOK
-67.1 million (2020: NOK -13.7 million). This reects
net nancial loss of NOK 20.5 million (2020: NOK 3.4
million). The Board proposes that no dividend is paid
and that the annual result is transferred
to other equity.
The annual accounts have been prepared based on
the going concern assumption in accordance with
section 3-3a of the Norwegian Accounting Act. This
is based on the Group’s plans, budgets and level of
activity going forward.
As of 31 December 2021, the parent company had
cash and cash equivalents in the amount of NOK
35.3 million (2020: NOK 9.5 million). The valuation
of the Group’s assets is based on the going concern
assumption.
Assumptions of Continued Operation
As of 31.12.2021 The Group had revenue and several
other liquid investments/sources for liquidity and
funds to nance operations. The Board considers that
the cash balance available at the end of the year to be
sufcient to secure operations for the next 12 months.
In accordance with section 3-3a of the Norwegian
Accounting Act, the Board conrms that the assump-
tions of continuing operations are present.
Outlook
DLTx will continue to focus on developing, building,
and scaling infrastructure in Web3. As a result of the
acquisition of DSM in the rst quarter of 2022, the
company strengthened its capabilities, and believes
it will create value for the shareholders through new
disruptive technology in the blockchain ecosystem.
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Consolidated
financial statements
For details in corrections in the Annual Report see Note 23
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Financial Statements
Financial Statements
(USD ‘000) Note 2021 2020
Revenue
Other income 1 450 -
Total income 1 994 -
Depreciation 19,20 -635 -
Salary and social security cost 4,5,6,7 -2 558
-931
Other operating expenses 8 -3 891 -968
Operating loss -5 089 -1 899
Financial income 9 334 1 519
Financial costs 9 -205
-990
Net nancial items 130 529
Prot/loss before tax -4 960 -1 370
Income Taxes 10 - -
Prot/loss after tax -4 960 -1 370
Loss discontinued operations, after tax
Prot/loss for the period -4 960 -299
Prot/loss attributable to non-controlling interests -445 -
Prot/loss attributable to DLTx ASA shareholders -4 515 -299
Basic and diluted earnings per share
-0.08 -0.02
Basic and diluted earnings per share - continued operations
-0.08 -0.07
Basic and diluted earnings per share - discontinued operations
Income statement
Other comprehensive income:
Items that will be reclassied to income statement
Currency translation adjustments -343 -1 080
Other comprehensive income -343 -1 080
Total comprehensive income -5 302 -1 378
Total comprehensive income attributable to non-controlling interests
-445 -
Total comprehensive income attributable to DLTx ASA shareholders -4 858 -1 378
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(USD ‘000) Note 31/12/2021 31/12/2020
ASSETS
Intangible asset 19 248 -
Financial investments 12
Property, plant and equipment 19 3 580 4
Right of use assets 20 222 -
Total non-current assets 24 051 4 403
Financial investments 12 - 428
Inventories 18 6 833 -
Other receivables 13 6 402 1
Cash and cash equivalents 14 11 047 1 122
Total current assets 24 281 1 551
Assets classied as held for sale - -
Assets classied as held for sale - -
TOTAL ASSETS 48 332 5 954
EQUITY
Share capital 15 10 693 3 500
Other paid-in-capital 110 365 94 713
Cumulative translation adjustments 10 311 10 654
Other Equity -107 554 -103 234
Non-controling interests -445 -
Total equity 11
LIABILITIES
Lease liabilities 20 223 -
Other long term liabilities 16 22 415
Total long term liabilities 22 638 -
Trade payables 16,17 963 47
Other current liabilities 16,17 1 361 274
Total current liabilities 2 324 321
Liabilities associated with assets classied as held for sale - -
Liabilities associated with assets classied as held for sale - -
TOTAL EQUITY AND LIABILITIES 48 333 5 954
Balance sheet
Financial Statements
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Statement of equity
(USD ‘000)
Share
capital
Other
paid-in
capital
Cumulative
translation
adjustments Other equity Held for sale
Non
-controlling
interests Total
Equity 1 January 2020 3 440 94 657 11 733 -30 345 -72 612 - 6 872
Loss for the period -1 370 1 071 - -299
Discontinued operation -71 540 71 540 - -
Other comprehensive income -1 080 - -1 080
Total comprehensive income - - -1 080 -72 911 72 612 - -1 378
Capital increase 60 57 - - - 117
Repurchase of shares - - - - - - -
Share options cost - - - 22 - - 22
Converted warrants - - - - - - -
Total transactions with
owners
Equity 31 December 2020 3 500 94 713 10 654 -103 234 - - 5 633
(USD ‘000)
Share
capital
Other
paid-in
capital
Cumulative
translation
adjustments Other equity Held for sale
Non
-controlling
interests Total
Equity 1 January 2021 3 500 94 713 10 654 -103 234 - - 5 633
Result for the period -4 515 - -445 -4 960
Other comprehensive income -343 - -343
Total comprehensive income - - -343 -4 515 - -445 -5 302
Capital increase 7 193 15 277 - - - - 22 470
Sale of own shares - 375 - - - - 375
Share options cost - - - 195 - - 195
Transaction with minority
Converted warrants - - - - - - -
Total transactions with
owners
Equity 31 December 2021 10 693 110 365 10 311 -107 554 - -445 23 371
Financial Statements
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Cash flow statement
Financial Statements
(USD ‘000) 31/12/2021 31/12/2020
Prot/-loss for the year, continued operations -4 960 -1 370
Prot/-loss for the year, discontinued operations - 1 071
OPERATING ACTIVITIES
Depreciation 635 4
Non-cash expenses related to warrants and impairments 195 42
Change in trade and other receivables -6 401 -139
Change in trade payables and other current liabilities 2 003 61
Fair value adjustments of investments 279 -
Change in assets held for sale - -521
Cash ow from operating activities -8 250 -851
INVESTMENT ACTIVITIES
Net expenditure on property, plant and equipment -4 459 -
Equity accounted investments - -
Repayment from investments 2 238 -
Investment in other nancial assets -24 521 -
Cash ow from investment activities -26 742 -
FINANCING ACTIVITIES
Proceeds from new shares issued 22 470 103
Repurchase of shares - -
Sale of own shares 375 -
Proceeds from borrowings 22 415 -
Cash ow from nancing activities 45 259 103
Net change in cash and cash equivalents 10 267 -748
Cash and cash equivalents at the start of the period 1 122 2 950
Sum translation effects -343 -1 080
Cash and cash equivalents at the end of the period for cont. and disc. Operations 11 047 1 122
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incorporated and domiciled in Norway. The
Oslo Stock Exchange.
The consolidated nancial statements for 2021
comprise the parent company and its subsidiaries
(collectively referred to as the “Group” or to each
company as a “group company”), and show the
consolidated prot/loss and the consolidated
nancial position for the parent company DL T x ASA
and the companies in which it has a controlling
interest, when these are presented as a single
nancial unit.
The Group’s main activity has historically been to
engage in international exploration and evaluation
activities with a focus on non-precious metals and
mineral projects. At the beginning of 2019, the Group
had ownership interests in projects in Ambershaw
Metallics Inc (AMI) in Canada, the Mindoro Nickel
Project in the Philippines as well as fund units in
Minière De Touissit SA.
During 2019 the Group went through a restructuring
process with the intent of selling or restructuring all
mining interests and terminating the convertible loan
acility with ABO/EHGF.
In 2020
the Group completed the restructure process,
including the sale of the Mindoro Nickel Project. Its
only link to the previous focus area is the claims for
repayment of debt related to the restructuring of AMI,
with a total principal amount of USD 4.3 million.
The parent company was listed on Oslo Stock
Exchange on 21 December 2006. The consolidated
nancial statements for DLTx ASA, including
disclosure requirements for the accounting period
ended 31 December 2021, were approved by the
Board of Directors and CEO on 25 April 2022, and
will be presented for approval at the extraordinary
annual General Meeting on 10 August 2022.
This set of nancial statements comprises of parent
company accounts for DLTx ASA only, and has been
prepared in accordance with the Accounting Act
of 1998 and the generally accepted accounting
principles in Norway (NGAAP).
The consolidated nancial statements of DLTx ASA
as of 31 December 2021 have been prepared in
accordance with International Financial Reporting
Standards (IFRS) as adopted by the EU and are
presented in a separate section of this nancial
statements.
Going Concern
The annual accounts have been prepared based on
the going concern assumption in accordance with
section 3-3a of the Norwegian Accounting Act. This is
based on the Company’s plans, budgets and level of
activity going forward.
As of 31 December 2021, the Group had cash and
cash equivalents in the amount of USD 11.047 million,
which is enough to cover the Company’s operating
expenses and liabilities for the 12 months following
the end of year. Any new signicant investments
would need to be funded separately.
Changes in accounting policies
and disclosures
The accounting policies adopted are consistent with
those of the previous nancial year.
Note 1 – General Information
Note 2 – Basis for Preparation
Financial Statements
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3 – 1 Basis for consolidation
Subsidiaries
Subsidiaries are companies over which the Group
has control. Control is dened as the power to govern
the nancial and operating policies of another entity
to obtain benets from its activities. Subsidiaries are
fully consolidated from the date on which control is
transferred to the Group. They are de-consolidated
from the date on which control ceases.
Eliminations
Intercompany transactions and balances
are eliminated.
Foreign currency transactions
Functional currency and presentation currency
The functional currency of the parent company
(Element ASA) is NOK, while the presentation
currency for the Group is USD. Comparable
companies use primarily USD as their presentation
currency. The Company is of the opinion that the
results for the Group are best reected using USD
as the presentation currency, since this provides
comparability with other corresponding companies.
All amounts are presented in whole thousands if not
otherwise stated.
Transactions and balances in foreign currency
Each group company registers transactions in the
currency that is commonly used in the nancial
community where the group company operates
(functional currency).
In the preparation of the nancial statements for
the respective group companies, transactions in
currencies other than the functional currency of
the entity are translated to the functional currency
of the respective group company at the foreign
exchange rate on the transaction date. Monetary
items in foreign currencies are translated to functional
currency applying the foreign exchange rate at the
balance sheet date. Currency gains and losses that
occur as a consequence of currency uctuations
between the transaction date and the payment
date, and currency gains/losses due to translation
of monetary items from foreign currency to the
functional currency at the exchange rate at the
balance sheet date, are recognised in prot or loss.
Consolidation
The accounts of any unit in the Group which uses
a functional currency deviating from the Group’s
presentation currency are translated to USD
as follows:
• Assets and liabilities are translated at the foreign
exchange rate at the balance sheet date.
• The income statement is translated at average
exchange rates; and;
• All exchange differences are entered as separate
items as part of the consolidated statement of
changes in equity.
Currency differences on monetary items that are a
part of the Group’s net investment in a subsidiary are
recognised as other comprehensive income.
The Group’s functional currencies was USD (US
dollars). The parent company’s functional curency
was NOK, and were converted to presentation
currency USD using the following exchange rates:
3 – 2 Use of estimates and assumptions
The management has used estimates and
assumptions that have affected assets, liabilities,
incomes, expenses, and information on potential
liabilities. This particularly applies to the depreciation
of tangible xed assets, impairment of goodwill
and evaluations related to acquisitions and pension
commitments. Future events may lead to these
estimates being changed. Estimates and their
underlying assumptions are reviewed on a regular
basis and are based on best estimates and historical
experience. Changes in accounting estimates are
recognised during the period when the changes take
place. If the changes also apply to future periods,
the effect is divided among the present and future
periods.
Note 3 – Accounting Policies
USD 2021 2020
Promissory note 8.82 8,53
Financial Statements
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Judgments
The management has, when preparing the nancial
statements; made certain signicant assessments
based on critical judgment when it comes to applica-
tion of the accounting principles. The following notes
include the Group’s assessments regarding:
• Financial instruments, note 12 Financial assets
and nancial liabilities.
Key areas for judgments, assumptions and estimates
at the balance sheet date, which have a signicant
risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next
nancial year, are discussed below or in its respective
note.
3 – 3 Cash and cash equivalents
Cash and cash equivalents include bank deposits and
other short-term highly liquid investments. Restricted
cash includes bank deposits for withholding taxes and
bank deposits pledged as security to cover certain
guarantees.
3 – 4 Revenue recognition
Revenue from contracts with customers is recognized
when control of the services are transferred to the
customer at an amount that reects the consideration
to which the Group expects to be entitled in exchange
for those services.
Revenue from cryptocurrency mining
Revenue from cryptocurrency mining consist of
income regarding mining of Filecoin (FIL) and is
recognized at fair value at the time when Filecoin is
received in wallet at transaction price.
Providing computing power in digital asset storage
to the FIL-network is an output of the Group’s
ordinary activities. For providing computer power to
the FIL-network, the Group recieves block awards
in the form of FIL-cryptocurrency. Fair value of the
cryptocurrency received is determined by using the
quoted price at the time of reciept. In accordance
with IFRIC updates on accounting for revenue on
cryptocurrency, revenue from mining is classied
under other income as it is considered outside
the scope of IFRS 15 revenue from contracts with
customers.
As there are no specic denite guidance on
accounting of cryptocurrencies the management
has excersised signicant judgment in determining
the appropriate accounting treatment. In the
event authoritative guidance is enacted by the
IASB, the company may be required to change its
policies, which could have an effect on the Group’s
consolidated nancial postiion and results from
operations.
3 – 5 Investments in associates
An associate is an equity investment in which DLTx
can exercise signicant inuence, which is the
power to participate in the nancial and operating
policy decisions of the entity. Signicant inuence is
assumed to exist when DLTx owns between 20 and
50 percent of the voting rights unless other terms
and conditions affect DLTx’s inuence. Special voting
rights may extend control beyond what is conveyed
through the owners’ proportional ownership interest.
Such rights may take the form of a specied number
of board representatives, the right of refusal for
important decisions, or the requirement of a qualied
majority for important decisions which effectively
results in joint control with the specic ownership
situation. DLTx accounts for investments in associates
and participation in joint ventures using the equity
method. DLTx recognizes its share of net income,
including depreciation and amortization of excess
values and any impairment losses, in Share of the
prot (loss) in equity accounted investments.
3 – 6 Employee benets
Pension obligations
The Group has a dened contribution plan for its
employees in Norway. A dened contribution plan is
a pension arrangement where a xed yearly contribu-
tion is paid to a pension fund. The Group has no legal
or constructive obligation to pay further contributions.
Compulsory contributions are recognised as person-
nel costs as they arise.
Financial Statements
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17
Share based payment
The Group has share-based programs for the execu-
tive management and board members. The programs
are measured at fair value at the date of the grant.
The share option program is settled in stocks. The
fair value of the issued options is expensed over the
vesting period which in this case is over the agreed-
upon future service time. The cost of the employee
share-based transaction is expensed over the average
vesting period. The value of the issued options of the
transactions that are settled with equity instruments
(settled with the company’s own shares) is recognised
as salary and personnel cost in prot and loss and in
other paid-in capital.
Social security tax on options is recorded as a liability
and is recognised over the estimated vesting period.
3 – 7 Income Tax
The tax expense consists of the tax payable and
changes to deferred tax. Deferred tax/tax assets are
calculated on all differences between the book value
and tax value of assets and liabilities, except for:
• Temporary differences linked to goodwill that are
not tax deductible.
• Temporary differences related to investments in
subsidiaries, associates, or joint ventures when
the Group controls when the temporary differenc-
es are to be reversed and this is not expected to
take place in the foreseeable future.
Deferred tax assets are recognised when it is
probable that the company will have enough prot
for tax purposes in subsequent periods to utilise
the tax asset. The companies recognise previously
unrecognised deferred tax assets to the extent it has
become probable that the company can utilise the
deferred tax asset. Similarly, the company will reduce
a deferred tax asset to the extent that the company
no longer regards it as probable that it can utilise the
deferred tax asset.
Deferred tax and deferred tax assets are measured
based on the expected future tax rates applicable
to the companies in the Group where temporary
differences have arisen. Deferred tax and deferred
tax assets are recognised at their nominal value and
classied as non-current asset investments (long-term
liabilities) in the balance sheet. Taxes payable and
deferred taxes are recognised directly in equity to the
extent that they relate to equity transactions. Due to
uncertainty related to the possible utilisation of tax
losses carried forward within a reasonable timeline,
deferred tax assets as of 31 December 2021 have not
been recognised.
3 – 8 Earnings per share
The basic and diluted earnings per share as presented
for ordinary shares.
The basic earnings per share are calculated by
dividing the prot attributable to equity holders of the
Group by the weighted average number of ordinary
shares in issue during the period excluding ordinary
shares purchased by the Group and held as treasury
shares.
Diluted earnings per share are calculated by dividing
the prot for the period with the weighted average
number of outstanding shares adjusted for potential
dilution effects. Options are dilutive when they
result in the issue of ordinary shares for lessthan the
average market price of ordinary shares during the
period, and only when their conversion to ordinary
shares would decrease earnings per share or increase
loss per share. Stock options are excluded from the
computation if their effect is anti–dilutive.
3 – 9 Discontinued operation
Assets-held-for-sale; all non-current assets that are
held for sale, which is when the carrying amount will
be recovered principally through a sales transaction.
Assets-held-for-sale are measured at fair value less
costs to sell.
Financial Statements
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18
Impairment loss on initial classication as Asset-
held-for-sale are allocated to the asset and included
in prot or loss. This also applies subsequent re-
measurement of reversal of previous recorded
impairment loss. Assets held-for-sale are reclassied
to held-for-use if they no longer meet the criteria to
be classied as held-for-sale. The presentation of an
operation as a discontinued operation is limited to a
component that is classied as held-for-sale, and;
• Represents a separate major line of business or
geographical area or operations.
• Is part of a co-ordinated single plan to dispose of
a separate major line of business or geographical
area of operations; or,
• Is a subsidiary acquired exclusively with a view
to resale.
An operation segment will normally represent a
separate major line of business or geographical area
of operation. The discontinued operationsfall within
Level 3 of the fair value hierarchy, and has been
valued using a method of comparable, and discounted
for asset specic risk factors. The fair value of the
asset is done by the managements based on market
assumptions and external inputs.
3 – 10 Share capital and shareholder information
Ordinary shares are classied as equity. Expenses
that are directly attributable to the issue of ordinary
shares are recognised as a reduction in equity (share
premium reserve).
Dividend distributions to the shareholders of the
Company are classied as liability from the date on
which the dividend is adopted by the general meeting.
When treasury shares are repurchased, the
purchase price including directly attributable
costs is recognized in equity. Treasury shares are
presented as a reduction in equity. Losses or gains
on transactions involving treasury shares are not
recognized in the statement of comprehensive
income.
Translation differences arise in connection with
exchange-rate differences of consolidated foreign
entities. Exchange-rate differences in monetary
amounts (liabilities or receivables) which are a part
of a company’s net investment in a foreign entity are
also included as translation differences.
If a foreign entity is sold, the accumulated translation
difference linked to the entity is reversed and
recognized in the statement of comprehensive
income in the same period as the gain or loss on the
sale is recognized.
3 – 11 Current versus non-current classication
The Group presents assets and liabilities in the
consolidated statement of nancial position as either
current or non-current.
The Group classies an asset as current when it:
• Expects to realize the asset, or intends to sell or
consume it, in its normal operating cycle.
• Holds the asset primarily for the purpose
of trading.
• Expects to realize the asset within twelve months
after the reporting period.
OR
• The asset is cash or a cash equivalent unless the
asset is restricted from being exchanged or used
to settle a liability for at least twelve months after
the reporting period.
All other assets are classied as non-current,
including deferred tax assets.
The Group classies a liability as current when it:
• Expects to settle the liability in its normal
operating cycle.
• Holds the liability primarily for the purpose
of trading.
• Is due to be settled within twelve months after the
reporting period.
OR
• It does not have an unconditional right to
defer settlement of the liability for at least twelve
months after the reporting period.
All other liabilities are classied as non-current,
including deferred tax liabilities.
Financial Statements
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3 – 12 Financial instruments
A nancial instrument is any contract that gives
rise to a nancial asset of one entity and a nancial
liability or equity instrument of another entity.
Financial assets
The classication of nancial assets at initial
recognition depends on the nancial asset’s
contractual cash ow characteristics and the
Group’s business model for managing them. With the
exception of trade receivables that do not contain a
signicant nancing component, the Group initially
measures a nancial asset at its fair value plus, in
the case of a nancial asset not at fair value through
prot or loss, transaction costs.
The Group classied its nancial assets in two
categories:
• Financial assets at amortised cost.
• Financial assets at fair value through prot
and losses.
Financial assets at amortised cost
The Group measures nancial assets at amortised
cost if both of the following conditions are met:
• The nancial asset is held within a business model
with the objective to hold nancial assets in order
to collect contractual cash ows and;
• The contractual terms of the nancial asset give
rise on specied dates to cash ows that are
solely payments of principal and interest on the
principal amount outstanding.
Financial assets at amortised cost are subsequently
measured using the effective interest (EIR) method
and are subject to impairment. Gains and losses
are recognised in prot or loss when the asset is
derecognised, modied or impaired. The Groups
nancial assets at amortised cost includes short-term
deposit.
Financial assets at fair value through prot and loss
Financial assets and liabilities are classied as fair
value through prot and loss if they are held for
sale or are classied as this at initial recognition. All
nancial assets can be classied as fair value through
prot and loss if:
• The classication reduces a mismatch in the
measurement or recognition that would otherwise
have arisen as a result of different rules for
measuring assets and liabilities.
• The nancial assets are included in a portfolio as
current measured and reported at fear value.
• Transaction costs are recognized in prot or loss
when incurred. Financial asset at fair value are
measured at reporting date. Changes in fair value
is recognized in the prot or loss.
The Group has the following assets recognised in the
statement as fair value through prot and loss
• Convertible loan notes
• Derivatives
• Investment in fund units
A nancial asset is deemed to be exposed to
impairment if there are objective indications that one
or more events have had a negative effect on the
estimated future cash ow from the asset. Material
nancial assets are tested for impairment individually.
The remaining nancial assets are divided into
groups where each group has similar credit risks/
characteristics and the impairment assessment is
performed on a group basis.
Financial liabilities
Financial liabilities are classied, at initial recognition,
as loans and borrowings, payables, or as derivatives
designated as hedging instruments in an effective
hedge, as appropriate. The Group does not have
nancial liabilities held-for-trading or liabilities
designated as at fair value through prot or loss.
Loans, borrowings, and payables
After initial recognition, interest-bearing loans and
borrowings are subsequently measured at amortised
cost using the EIR method. Gains and losses are
recognised in prot or loss when the liabilities are
derecognised as well as through the EIR amortisation
process.Amortised cost is calculated by considering
any discount or premium on acquisition and fees
or costs that are an integral part of the EIR. The
EIR amortisation is included as nance costs in the
statement of prot or loss.Payables are measured at
their nominal amount when the effect of discounting
is not material.
Financial Statements
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3 – 13 Financial income and expense
Financial income consists of interest income on
nancial investments, gains related to the disposal of
nancial investments and changes in the fair market
values of nancial assets and liabilities at fair value
through prot and loss.
3 – 14 Cash ow statement
The cash ow statement is presented using the
indirect method. Cash and cash equivalents include
cash, bank deposits and other short term, highly
liquid investments with maturities of three months
or less.
Financial Statements
Note 4 – Personnel Expenses
(USD ‘000) 2021 2020
Salaries 1 270 755
Employment tax 577 107
Pension costs 38 33
Costs related to options granted to employees and directors 552 21
Other benets 120 15
Expensed salaries and personnel costs 2 558 931
Average number of full time equivalents 3 1
Remuneration to Management 2021
(USD ‘000) Salary
Benets in
kind Bonus
Pension
Cost Total
Thomas Christensen, CEO 248 8 276 11 544
Geir Johansen, Former CEO* 568 0 23 3 595
Magnus Nøkleby, CFO 102 0 45 10 158
Total remuneration to management 918 9 345 25 1 296
Note 5 – Remuneration of executive
management, board of directors
and auditors
* (Former CEO) Geir Johansen has resigned from his position, employment
and board positions in the company. The agreement is settled of a total
one-time payment of NOK 3.700.000 + holiday payment.
The share option program for corporate management is described
in note 6 Share-based payment.
No substantial loans or guarantees have been given to any members of the
Group Management, the Board of directors or other corporate bodies.
Corporate Group Management 2021
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Remuneration to the Board of Directors
Remuneration of the Board of Directors consists of
a xed annual fee depending on the role in the board,
as well as an agreement that the board members will
be compensated at an hourly rate of NOK 1750 for
work performed over and beyond what regular direc-
tor duties normally would demand. The members of
the Board do not have agreements for severance pay.
The election committee proposes the remuneration of
the Board of Directors.
Remuneration to board of directors 2021 (USD ‘000) 2021 2020
Thomas Christensen 14 55
Rolf Viggo Leisner 41 19
Odd Ivar Lindland 2 2
Odd Aarhus 2 2
Nils Kristoffer Gram - 19
Kari Mette Toverud 41 39
James Haft 57 -
Total remuneration to the Board of Directors 156 137
Remuneration to auditor 2021 2020
Statutory audit incl. Technical assistance with nancial statements 111 113
Tax advisory 7 2
Total remuneration to auditors 118 115
Note 6 – Pension obligations
Board members have been granted options. The share option program
is described in more detail in note 7 Share-based payment.
The Group has a commitment to pay a yearly
contribution for each employee of 5% of the salary
up to 7.1 times the base amount (G) in the Norwegian
Social Security Act and 11% salary between 7.1 and
12 times the base amount.
In addition, the Group has set up a disability insurance
arrangement (70% of salary up to 12 times the base
amount), a spouse/cohabitant pension agreement (60
% of the disability pension in 10 years) and a child
pension arrangement (50% of the disability pension,
payment for each child under the age of 21).
As at 31 December 2021, the Group’s pension
scheme had three members (31 December 2020:
one member). In the accounting period, the costs
related to the contribution plan amounted to USD 34
thousand (2020: USD 33 thousand).
Financial Statements
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Financial Statements
Note 7 – Share-based payments
Grant date
Number
of options
01.01.21
Granted
2021
Exercised
during the
year
Expired
during the
year
Average
strike
price
Remaining
share options
31.12.2021 Expiry date
06/03/2017 20 000 -20 000 4,13 - 14/12/2021
15/11/2017 22 500 -22 500 4,42 - 14/12/2021
06/06/2018 - 9,18 - 06/06/2023
06/06/2018 46 500 -27 000 9,18 19 500 06/06/2022
25/01/2019 93 000 1,70 93 000 2022/2023
25/01/2019 225 000 0,30 225 000 2022/2023
24/02/2021 1 000 000 0,91 1 000 000 24/02/2024
24/02/2021 1 000 000 0,68 1 000 000 24/02/2024
24/02/2021 2 000 000 1,36 2 000 000 24/02/2024
09/04/2021 400 000 1,05 400 000 09/04/2026
30/08/2021 500 000 0,69 400 000 30/08/2026
Total 407 000 4 900 000 5 237 500
Number
of options
01.01.21
Granted
2021
Exercised
during the
year
Expired
during the
year
Average
strike
price
Remaining
share options
31.12.2021 Expiry date
Thomas Christensen 100 000 1 000 000 6,26 1 100 000 2022 - 2024
James Haft 50 000 1 000 000 11,55 1 050 000 2024
Kari Mette Toverud 43 000 500 000 7,98 543 000 2022 - 2024
Viggo Leisner - 500 000 8,00 500 000 2024
Hans Ola Haavelsrud 50 000 8,81 50 000 2023
Geir Johansen* 50 000 - 2,63 50 000 2023
Magnus Nøkleby - 450 000 7,50 450 000 2026
Total 318 000 3 450 000 - - 3 768 000
Variables in the model for allotment of options 2021 2020
Expected life 2 - 6 years 1 - 3 years
Risk free interest 0,43% 0.92% - 1.23%
The fair value of the options has been calculated using Black & Scholes
option-pricing model.
The average fair value of the options granted in, is in 2021 TUSD 816
(2020: TUSD 1 222).
Share-based payments compensated to key
management are as followed:
* CEO until 28.02.2021.
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Note 8 – Other operating costs
(USD ‘000) 2021 2020
Travel and transportation cost 336 55
Marketing and investor relations 90 1
Consultancy fees 1 390 878
IT and ofce expenses 558 4
Other operating costs 1 517 30
Total operating costs 3 891 968
Note 9 – Financial income and expense
(USD ‘000) 2021 2020
Interest from Financial investments
Interest income 433 1 519
Net unrealized nancial gain on investments -479 -
Net nancial gain on investments 200 -
Net realized foreign exchange income 180 -
Financial income 334 1 519
Interest expenses 5 1
Other nancial costs 196 878
Net realized foreign exchange losses 3 112
Financial costs 205 990
Net nancial items 130 529
Financial Statements
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Note 10 – Tax
(USD ‘000) 2021 2020
Tax expense for the year are as followed:
Income tax payable for the period - -
Change in deferred tax assets - -
Tax on ordinary prot - -
Reconciliation between nominal and actual tax rate, continued operations (USD ‘000) 2021 2020
Loss before tax -4 960 -1 370
Expected income tax based on nominal tax rate -1 091 -301
Tax effect from the following items:
Non-deductible costs 1 701 -18 763
Temporary differences -159 19 489
Change in non recognized tax assets - 703
Actual recognized tax expense continued operations -4 509 -
(NOK ‘000) 2021 2020
Tangible assets -11 -19
Other provisions - -732
Unrealized foreign currency gain-/losses -562 -
Long term receivables and liabilities in foreign currencies - -
Tax loss carried forward -54 869 -52 095
Total tax-increasing/-reducing differences -55 469 -52 846
Off balance sheet deferred tax assets -55 469 -52 846
Annual expiration of tax loss carried forward (USD ‘000) 2021 2022 2023 Sum Indenite Total
Tax loss carried forward 0 0 0 0 0 0
Financial Statements
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Note 12 – Financial assets and financial liabilities
(USD ‘000) 2021 2020
Investment in equity instruments 15 501 -
Other long-term receivables 4 499 4 399
Other short-term receivables 6 402 428
Cash and Cash equivalents 11 047 1 122
Total nancial assets 37 449 5 949
Trade payables 963 47
Total nancial liabilities 963 47
(USD ‘000) 2021 2020
Loss for the year from continuing operations -4 960 -1 370
Loss for the year from discontinued operations -4 960 1 071
Weighted average number of shares outstanding 55 189 980 19 096 857-
Effect of the potential diluted shares - -
Weighted average number of shares outstanding including dilution 55 189 980 19 096 857
(USD)
Basic and diluted earnings per share -0,08 -0.02
Basic and diluted earnings per share - continued operations -0,08 -0,07
Basic and diluted earnings per share - discontinued operations - 0,06
Financial Statements
Note 11 – Earnings per share
As of 31 December 2021, the Group has options and
warrants outstanding which have a dilutive effect on
the number of shares outstanding, however, the effect
is not included in earnings per share as the Group has
recorded losses for 2021.
Financial assets and liabilities
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2021 2020
(USD ‘000)
Carrying
amount
Fair value
Carrying
amount
Fair value
Investment in equity instruments 15 501 15 501 - -
Other long-term receivables 4 499 4 499 4 399 4 399
Other short-term receivables 6 402 6 402 428 428
Cash and Cash equivalents 11 047 11 047 1 122 1 122
Total nancial assets 37 449 37 449 5 949 5 949
Trade payables 963 963 47 47
Total nancial liabilities 963 963 47 47
Fair value measurement using
(USD ‘000)
Date of
valuation
Quated prices in
active markets
(level 1)
Signicant observable
inputs (level 2)
Signicant
unobservable
inputs (level 3)
Assets measured at fair value 31/12/2021 3 959 - 22 443
Assets measured at amortized cost 31/12/2021 - - -
Derivatives 31/12/2021 - - -
Total nancial assets 3 959 - 22 443
Fair value measurement using
(USD ‘000)
Date of
valuation
Quated prices in
active markets
(level 1)
Signicant observable
inputs (level 2)
Signicant
unobservable
inputs (level 3)
Assets measured at fair value 31/12/2020 - - 4 827
Assets measured at amortized cost 31/12/2020 - - -
Derivatives 31/12/2020 - - -
Total nancial assets - - 4 827
Fair value hierarchy
There were no transfers between level 1 and level 2 during 2021.
There were no transfers between level 1 and level 2 during 2020.
Financial risk management
The Company is exposed to several types of nancial
market risk arising from its normal business activities:
• Credit risk
• Liquidity risk
• Market risk
• Equity risk
The corporate management monitors the Company’s
most important nancial risks and assesses whether
measures are required to reduce a specic risk if
a need to do so is identied.
Financial Statements
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Credit risk
Credit risk is the risk of nancial loss to the Group if
a counterparty to a nancial instrument fails to meet
its contractual obligations. A large portion of the
Group’s nancial assets are bank deposits and other
receivables.
Credit risk related to bank deposits considered limited
as the Group uses only banks that international credit
rating rms consider having high creditworthiness.
A large proportion of the Group’s cash is placed with
DNB Bank in Norway.
The Group is exposed to credit risk related to the
loans extended by the Group as a part of the sale and
restructuring of the assets in AMI. More specically,
to the promissory note issued to Eardly as well as
the two term loans issued to AMI. The Company is
exposed to the risk that AMI is not repaying the two
term loans, where one was due on 30 June 2021
(wholly repaid in december 2021) and the other is
due (including all accrued interest) in December
2024. The promissory note issued to Eardly is due
in December 2024. The group is entitled to receive
nancial reports from AMI on a regular basis which
helps the Group to assess the risk of not being repaid
at maturity. There is no interest to be received on any
of the loans as all interest falls due at the maturity
date of the loans. Both the term loans have a security
package which includes xed and oating charges
over all assets in AMI. The promissory notes are
secured by the AMI shares (27,6%) owned by Eardly.
Liquidity risk
Liquidity risk is the risk that the Company being
unable to full its nancial obligations when they
fall due. Cash management shall ensure there
is enough available cash to full the Company’s
obligations without involving unacceptable losses.
DLTx considers that it has enough cash available to
pay for all administrative expenses for the next 12
months. If the Company decides to make signicant
investments, DLTx will have to issue shares to fund
such investment. There is always a risk that the equity
markets would not be available to Element and that
any investment therefore could not be funded.
Market Risk
Market risk is the risk that changes in market prices,-
such as foreign exchange rates and equity prices will
affect the Company’s holdings of nancial instru-
ments. The objective of market risk management is
to manage and control market risk exposures within
acceptable parameters.
The loans extended as a part of the AMI restructuring,
allows DLTx to sell parts or all the loans to a third
party. There is a risk that DLTx would not be able
to sell the loans if the credit markets have moved
negatively at the timethat DLTx wanted to sell the
loans.
Equity price risk
The Group’s non-listed equity investments are
susceptible to market price risk arising from
uncertainties about future values of the investment
securities. The Group anages the quity price risk
through diversication and the group has limits on
individual and total equity investments. Results on
the equity portfolio are reviewed by the Group’s
management on a regulat basis. The Group’s Board
of Directors reviews and approves a changes in equity
investments.
Foreign currency risk
The Group is exposed to currency risk relatiing to
costs, receivables and liabilities in currency other
than the functional currency for its entities, which
are NOK and USD. Foreign transacions are mainly in
USD. At present, the Group doe not utilise nancial
instruments to handle its currency risk.
The Goup’s balance sheet is exposed to exchange
rate movements between the functional currencies
and the presentation currency (USD). Most of the
Group’s cash and cash equivalents are in NOK.
Financial Statements
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Note 13 – Other receivables
Note 14 – Cash and cash equivalents
Note 15 – Share capital and shareholder information
(USD ‘000) 2021 2020
Advance payments - -
Other short term receivables 6 402 1
Loan to employees -
Total other receivables 6 402 1
(NOK ‘000) 2021 2020
Unrestricted cash and cash equivalents 10 705 952
Restricted bank deposits 341 169
Total cash and cash equivalents 11 047 1 122
Financial Statements
As of 31 December 2021, DLTx ASA had a share
capital of NOK 92,121,963 comprising 57 576 227
shares with a par value of NOK 1.60. All shares
have equal rights and rights to dividends from the
Company. All shares are fully paid.
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20 largest shareholders 31.12.2021 Number of shares
Ownership in %
of total shares
HOPE FOR MORE AS 8 923 903 15,50%
EASY2CONNECT AS 4 373 334 7,60%
YEOMAN'S CAPITAL DLT AS 4 365 306 7,58%
DISTRIBUTED LEDGER TECHNOLOGIES, L 3 741 278 6,50%
PERSHING LLC 2 905 998 5,05%
NORDEA BANK ABP, FIL 2 179 370 3,79%
INTERACTIVE BROKERS LLC 1 633 576 2,84%
JPMORGAN CHASE BANK, N.A., London 1 399 411 2,43%
LARSEN 1 056 317 1,83%
SONGA CAPITAL AS 1 003 072 1,74%
CITIBANK, N.A. 632 281 1,10%
DUO JAG AS 630 000 1,09%
MERILL LYNCH, PIERCE, FENNER & SM 614 100 1,07%
HAUGSTAD 593 000 1,03%
SIMBA AS 579 971 1,01%
CREDIT SUISSE (Switzerland) Ltd. 548 660 0,95%
THE BANK OF NEW YORK MELLON 506 400 0,88%
RBC INVESTOR SERVICES TRUST 506 400 0,88%
CAMACA AS 500 000 0,87%
TIGERSTADEN AS 500 000 0,87%
Other 20 383 850 35,40%
Total shares 57 576 227 100%
Financial Statements
Shares DLTx ASA owned by corporate management and board members as
of 31 December 2021.
Name Position Shares Options Warrants
Thomas Christensen CEO 1 373 334 1 100 000 -
David Johnston COO 7 912 433 1 000 000 1 000 000
Magnus Nøkleby CFO 145 000 450 000 -
Roger Lund VP Strategy 81 500 450 000 -
Timothy Furey VP Aquisitions & Operations 1 191 983 - 250 000
Jonathan Mohan Head of Partnerships 97 669 - 773 333
Kari Mette Toverud Member of the board 128 412 543 000 -
James Haft Chairman of the board 11 173 593 1 050 000 1 000 000
Viggo Leisner Member of the board 630 000 500 000 -
Total 22 733 924 5 093 000 3 023 333
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30
Note 16 – Provisions and contingent liabilites
Note 17 – Trade payables, other current
liabilities, and non-interest-bearing financial liabilities
(USD ‘000) 2021 2020
Other long term liabilities 22 415 -
Other long term liabilities 22 415 -
Borrower Maturity date Principal Comments
File Storage Ops
1 LLC
31/05/2041 9 704 The lenders will receive 80% of Adjusted Gross
Revenue* on a quarterly basis until receipt of principal
amount after which they will receive 20% of Adjusted
Gross Revenue on a quarterly basis
File Storage Ops
2 Ltd
31/10/2041 7 000 The lenders will receive 80% of Adjusted Gross
Revenue* on a quarterly basis until receipt of principal
amount after which they will receive 40% of Adjusted
Gross Revenue on a quarterly basis
File Storage Ops
3 LLC
01/11/2041 2 211 The lenders will receive 60% of Adjusted Gross
Revenue* on a quarterly basis until receipt of principal
amount after which they will receive 40% of Adjusted
Gross Revenue on a quarterly basis
File Storage Ops
4 LLC
31/12/2041 3 500 The lenders will receive 60% of Adjusted Gross
Revenue* on a quarterly basis until receipt of principal
amount after which they will receive 40% of Adjusted
Gross Revenue on a quarterly basis
Total 22 415
(USD ‘000) 2021 2020
Trade payables 963 47
Trade payables 963 47
Public duties payable 1 015 54
Accrued operating expenses 346 220
Provisions and contingent liabilities - -
Total other current liabilities 1 361 274
Financial Statements
The group have raised external debt in order to nance investments. These loans are structured as prot
participating loans.
The debts have the following characteristics:
* Adjusted Gross Revenue” means all sums of Filecoin tokens, other Crypto-
currency, or at currency actually received by Company as consideration for
its products or services, less:
i) Reasonable and veriable third-party out-of-pocket expenses,
ii) Any fees or other administrative expenses due by Company,
iii) Any payments due by Company under a FIL Supply Agreement and/or
Master Loan Agreement), and
iv) Any other amounts necessary or advisable to reserve, designate, or set
aside for actual or anticipated costs, payments, liabilities, obligations, and
claims with respect to Company’s business.
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Note 18 – Cryptocurrencies
Cryptocurrency (USD ‘000) Aquisition cost Carrying value Market value
Tether 6 6 6
PEGNet 36 2 2
Polymath 3 3 3
Hedera 244 202 202
Filecoin 6 149 6 149 6 149
USD Coin 472 472 472
Total 6 909 6 833 6 833
Note 19 – Fixed assets
Financial Statements
(USD ‘000) Art IT-Equipment Website
Customer
contract Total
Carrying value 1 January 2021 - 4 - - 4
Additions 5 4 010 73 276 4 363
Disposals, and assets classied as held for
sale
-
Additions from acquisition of companies -
Write downs
Reversal of previous write downs -
Depreciation -437 -16 -86 -538
Exchange differences -
Carrying value 31 December 2021 5 3 577 57 190 3 829
As at January 1 2021
Acquisition cost - 47 - - 47
Accumulated depreciation and write downs - -43 - - -43
Carrying value - 4 - - 4
As at December 31 2021
Acquisition cost 5 4 056 73 276 4 410
Accumulated depreciation and write downs - -480 -16 -86 -581
Carrying value 5 3 577 57 190 3 829
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Note 20 – Leases
Right-of-use assets (USD ‘000) Ofces Total
Acquisition cost 1 January 2021 - -
Additions 315 315
Disposals - -
Currency exchange rate differences - -
Acquisition cost December 31 2021 315 315
Accumulated depreciation and impairment 1 January 2021
Depreciation 93 93
Impairment losses in the period - -
Disposals - -
Transfers and reclassications - -
Currency exchange differences - -
Accumulated depreciation and impairment December 31 2021 93 93
Carrying value December 31 2021 222 222
Remaining lease term 1 year
Summary of the lease liabilities Total
At initial application 1 January 2021 -
New lease liabilities recognized in the year 315
Cash payments for the principal portion of the lease liability -95
Cash payments for the interest portion of the lease liability -
Interest expense on lease liabilities 2
Currency exchange differences -
Total lease liabilities at 31 December 2021 223
Lease liabilities
Financial Statements
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Financial Statements
Note 21 – Transaction with
related parties
Note 22 – Transaction after
the balance sheet date
Note 23 - Correction to previously
disclosed annual report
Revised annual report
Previously disclosed
annual report Change
Other receivables 6 402 402 6 000
Cash and cash equivalents 11 047 4 336 6 711
Other long term liabilities 22 415 9 704 12 711
The Company have entered into a 12-month
framework agreement with Procorp AS, approved in
the general meeting. The Company may purchase
consultancy services within ordinary operations of
the Company from ProCorp AS. The services will be
based on an agreed upon and market term hourly
rate, and/or a market term xed price for certain
pre-dened assignments, and otherwise be on terms
and conditions that is customary for these kinds of
agreements.
Each of the Directors of the Board will be compen-
sated an an hourly rate of NOK 1750 for work
performed over and beyond what regular director
duties normally would demand.
On 12.03.2022., DLTx ASA acquired 100% of the
shares in DSM Tech Enterprises Inc. at a purchase
price of USD 11 416 060, settled in a share consider-
ation through issuance of 12 572 042 new shares in
the Company. The companies are all tech companies
which congurate, build and deploy high-compute
hardware solutions that support blockchain protocols.
The following companies have been included in the
revised annual report:
- File Storage Ops 2 Ltd
- File Storage Ops 3 LLC
- File Storage Ops 4 LLC
The effects on the consolidated statement are the
following:
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Chapter Name
34
Parent company
financial statements
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35
Annual Accounts
Annual accounts
(NOK ‘000) Note 2021 2020
Revenue 222 -
Other income - -
Total income 222 -
Net income/loss from equity acct. investments -
Depreciation 20 -169 -40
Salary and social security cost 4,5,6 -21 900 -8 393
Other operating expenses 7 -24 749 -8 673
Operating loss -46 595 -17 106
Interest income 8 3 414 5 094
Net nancial gains/loss on investments 8 -24 808 -
Financial costs 8 -25 -1 331
Net currency gain/-loss 8,10 938 -328
Net nancial items -20 482 3 435
Prot/loss before tax -67 076 -13 671
Income Taxes 9 - -
Prot/loss after tax -67 076 -13 671
Loss discontinued operations, after tax - -
Prot/loss for the period -67 076 -13 671
Statement of profit and loss
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Annual Accounts
(NOK ‘000) Note 2021 2020
ASSETS
Intangible assets 20 509 -
Furnitures, xtures, etc 20 41 35
Investment in subsidary companies 11 113 152 5 186
Investment in nancial assets 18 8 969 -
Other long-term receivables 13 39 291 31 946
Loans to subsidiaries 12 10 183 481
Equity accounted investments - -
Total non-current assets 172 145 37 648
Financial investments - 3 653
Inventories 19 188 -
Other receivables 13 2 053 10
Cash and cash equivalents 14 35 265 9 544
Total current assets 37 506 13 207
Assets classied as held for sale - -
Assets classied as held for sale - -
TOTAL ASSETS 209 652 50 855
EQUITY
Share capital 15 92 122 30 448
Other paid-in-capital 272 710 285 231
Cumulative translation adjustments 644 969 500 389
Other Equity -833 311 -767 950
Total equity 16 176 490 48 118
LIABILITIES
Loan from subsidiaries 12 19 286 -
Total long term liabilities 19 286 -
Trade payables 3 219 397
Other current liabilities 10 657 2 341
Total current liabilities 13 876 2 737
Liabilities associated with assets classied as held for sale - -
Liabilities associated with assets classied as held for sale - -
TOTAL EQUITY AND LIABILITIES 209 652 50 855
Balance sheet
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Cash flow statement
(NOK ‘000) 2021 2020
OPERATING ACTIVITIES
Prot/-loss for the year -67 076 -13 671
Depreciation 168 40
Change in trade and other receivables -12 238 -860
Change in trade payables and other current liabilities 28 207 -2 469
Net unrealized adjustments on nancial assets 29 258 -
Warrants and impairment 1 718 -
Cash ow from operating activities -19 964 -16 960
INVESTMENT ACTIVITIES
Net expenditure on property, plant and equipment -684 -
Net expenditures to nancial investments -147 362 -
Cash ow from investment activities -148 046 -
FINANCING ACTIVITIES
Capital increase 191 764 1 189
Sale of own shares 1 966 -
Cash ow from nancing activities 193 730 1 189
Net change in cash and cash equivalents 25 721 -15 771
Cash and cash equivalents at the start of the period 9 545 25 316
Cash and cash equivalents at the end of the period for cont. and disc. Operations 35 266 9 545
Annual Accounts
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DLTx is a technology company within the distributed
ledger technology and block-chain sector. Historically
the main business of the Company has been to
be a mineral exploration company holding mineral
exploitation or exploration rights for nickel-cobalt-
mineralized areas on the island of Mindoro in the
Philippines. This part of the business Is now fully
divested, and the focus forward Is 100 % on the new
digital economy and technology. The Company is the
parent company of the DLTx Group.
The Company was listed on Oslo Stock Exchange on
21 December 2006. A list of the largest shareholders
as at 31 December 2021 is presented in note 15 Share
capital and shareholder information.
Note 1 – General Information
This set of nancial statements comprises the parent
company accounts for DLTx ASA only, and has been
prepared in accordance with the Accounting Act
of 1998 and the generally accepted accounting
principles in Norway (NGAAP).
The consolidated nancial statements of DLTx ASA
as of 31 December 2021 have been prepared in
accordance with International Financial Reporting
Standards (IFRS) as adopted by the EU and are
presented in a separate section of this nancial
statements.
Going Concern
The annual accounts have been prepared based on
the going concern assumption in accordance with
section 3-3a of the Norwegian Accounting Act. This is
based on the Company’s plans, budgets and level of
activity going forward.
As of 31 December 2021, the Company had cash
and cash equivalents in the amount of NOK 35,265
thousand, which is enough to cover the Company’s
operating expenses and liabilities for the 12 months
following the end of year. Any new signicant invest-
ments would need to be funded separately.
Use of estimates
The preparation of the nancial statements is based
on available information at the time of nalizing
the annual accounts. Actual results/outcome may
differ from the estimates. The effects of changes in
accounting estimates are accounted for in the same
period as the estimates are changed.
Key areas of judgments, assumptions and estimates
at the balance sheet date, which have signicant
risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next
nancial year are discussed in its respective note.
Note 2 – Basis for Preparation
Annual Accounts
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3-1 Currency
The accounts for the parent company are reported
in NOK and rounded to the nearest thousand. Trans-
actions in foreign currencies are recorded at monthly
average exchange rates that correspond to market
exchange rates.
Monetary items in foreign currencies are recorded at
the year–end exchange rates. Currency gains/losses
are recognised as nancial items.
As of 31 December 2021, the exchange rate for
the most important currency, USD, was 8,82
(31 December 2020: NOK/USD 8.53).
3-2 Revenue recognition
Revenue from contracts with customers is recognized
when control of the services are transferred to the
customer at an amount that reects the consideration
to which the Group expects to be entitled in exchange
for those services.
3-3 Income tax
The tax expense consists of the tax payable and
changes to deferred tax. Deferred tax/tax assets are
calculated on all differences between the book value
and tax value of assets and liabilities. Deferred tax is
calculated as 22% percent of temporary differences
and the tax effect of tax losses carried forward.
Deferred tax assets are recorded in the balance sheet
when it is more likely than not that the tax assets
will be utilized. Taxes payable and deferred taxes are
recognised directly in equity to the extent that they
relate to equity transactions.
3-4 Balance sheet classication
Current assets and short-term liabilities consist of
receivables and payables due within one year, and
items related to the inventory cycle. Other balance
sheet items are classied as xed assets / long term
liabilities. Current assets are valued at the lower of
cost and fair value. Short term liabilities are recog-
nized at nominal value. Fixed assets are valued at
cost, less depreciation and impairment losses. Long
term liabilities are recognized at nominal value.
3-5 Cash and cash equivalents
Bank deposits, cash and cash equivalents comprise
cash, bank deposits and other liquid assets with an
original maturity of three months or less.
3-6 Subsidiaries and investment in associates
Subsidiaries and investments in associates are valued
at cost in the company accounts. The investment is
valued as cost of the shares in the subsidiary, less any
impairment losses. An impairment loss is recognised if
the impairment is not considered temporary, in accor-
dance with generally accepted accounting principles.
Impairment losses are reversed if the reason for
the impairment loss disappears in a lather period.
Dividends, group contributions and other distributions
from subsidiaries are recognised in the same year as
they are recognised in the nancial statement of the
provider. If dividends / group contribution exceeds
withheld prots after the acquisition date, the excess
amount represents repayment of invested capital, and
the distribution will be deducted from the recorded
value of the acquisition in the balance sheet for the
parent company.
3-7 Share capital and shareholder information
Ordinary shares are classied as equity. Expenses
that are directly attributable to the issue of ordinary
shares are recognised as a reduction in equity (share
premium reserve).
Dividend distributions to the shareholders of the
Company are classied as liability from the date on
which the dividend is adopted by the general meeting.
3-8 Provision and contingent liabilities
Provisions are recognised when, the Company has
a present obligation (legal or constructive) as a
result of a past event, it is probable that an outow
of resources embodying economic benets will
be required to settle the obligation, and a reliable
Note 3 – Accounting principles
Annual Accounts
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40
estimate can be made of the amount of the obligation.
Provisions are measured at the best estimate for the
outow necessary to settle the obligation at the date
of the balance sheet. The amount is discounted to
present value if the interest effect is material.
3-9 Transactions with related parties
Two parties are regarded as related if one of the
parties exercises signicant inuence over the other
party’s strategic or operational management.
Related parties during the accounting period were the
Company’s board and management and subsidiaries.
All transactions between related parties are based
on the arm’s length principle (estimated fair market
value).
3-10 Intercompany balances - receivables
Long-term loans are recognised at the nominal value
received when the loans were established. The
borrowing capacity of the subsidiaries are tested on a
yearly basis.
3-11 Employee benets
Pension obligations
The Group has a dened contribution plan for its
employees in Norway. A dened contribution plan is
a pension arrangement where a xed yearly contribu-
tion is paid to a pension fund. The Group has no legal
or constructive obligation to pay further contributions.
Compulsory contributions are recognised as person-
nel costs as they arise.
Share based payment
The Group has share-based programs for the execu-
tive management and board members. The programs
are measured at fair value at the date of the grant.
The share option program is settled in stocks. The
fair value of the issued options is expensed over the
vesting period which in this case is over the agreed-
upon future service time. The cost of the employee
share-based transaction is expensed over the average
vesting period. The value of the issued options of the
transactions that are settled with equity instruments
(settled with the company’s own shares) is recognised
as salary and personnel cost in prot and loss and in
other paid-in capital. Social security tax on options
is recorded as a liability and is recognised over the
estimated vesting period.
3-12 Inventories
Cryptocurrency is classied and accounted for
according to IAS 2 inventory, as they are used as
payment in the ordinary course of the business
or held for sale. As there are no specic denite
guidance on accounting of cryptocurrencies the
management has excersised signicant judgment in
determining the appropriate accounting treatment.
In the event authoritative guidance is enacted by the
IASB, the company may be required to change its
policies, which could have an effect on the Company’s
nancial postiion and results from operations.
3-13 Cash ow statement
The cash ow statement is presented using the
indirect method. Cash and cash equivalents include
cash, bank deposits and other short term, highly
liquid investments with maturities of three months or
less.
Annual Accounts
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Note 4 – Personnel expenses
(USD ‘000) 2021 2020
Salaries 13 860 6 807
Employment tax 4 959 967
Pension costs 329 297
Costs related to options granted to employees and directors 1 718 189
Other benets 1 033 133
Expensed salaries and personell costs 21 900 8 393
Average number of man-years 3 3
Note 5 – Remuneration of executive management, board
of directors and auditors
Remuneration to management 2021
(NOK '000) Salary
Benets in
kind Bonus
Pension
cost Total
Thomas Christensen, CEO 2 129 70 2 375 99 4 672
Geir Johansen, Former CEO* 4 880 1 200 29 5 110
Magnus Nøkleby, CFO 876 3 388 88 1 355
Total remuneration to management 7 885 74 2 963 215 11 137
Corporate Group Management 2021
*(Former CEO) Geir Johansen has resigned from his position, employment
and board positions in the company. The agreement is settled of a total
one-time payment of NOK 3.700.000 + holiday payment.
The share option program for corporate management is described in note 6
Share-based payment
No substantial loans or guarantees have been given to any members of the
Group Management, the Board of directors or other corporate bodies.
Annual Accounts
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42
Remuneration of the Board of Directors consists of a
xed annual fee depending on the role in the board,
as well as an agreement that the board members will
be compensated at an hourly rate of NOK 1750 for
work performed over and beyond what regular direc-
tor duties normally would demand. The members of
the Board do not have agreements for severance pay.
The election committee proposes the remuneration of
the Board of Directors.
Remuneration to the Board of Directors
Remuneration to board of directors 2021 (NOK ‘000) 2021 2020
Thomas Christensen 118 500
Rolf Viggo Leisner 350 175
Odd Aarhus 15 15
Odd Lindland 20 20
Nils Kristoffer Gram - 175
Kari Mette Toverud 350 350
Haakon Morten Sæter 15 -
James Haft 486 -
Total remuneration to the Board of Directors 1 354 1 235
Board members have been granted options. The share option program is
described in more detail in note 7 Share-based payment.
Remuneration to auditor 2021 2020
Statutory audit incl. Technical assistance with nancial statements 954 1 011
Tax advisory 60 22
Total remuneration to auditors 1 014 1 033
Annual Accounts
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Note 6 – Share-based payments
Grant date
Number
of options
01.01.21
Granted
2021
Exercised
during the
year
Expired
during the
year
Average
strike
price
Remaining
share options
31.12.2021 Expiry date
06/03/2017 20 000 -20 000 36,40 - 14/12/2021
15/11/2017 22 500 -22 500 39,00 - 14/12/2021
06/06/2018 - 81,00 - 06/06/2023
06/06/2018 46 500 -27 000 81,00 19 500 06/06/2022
25/01/2019 93 000 15,00 93 000 2022/2023
25/01/2019 225 000 2,63 225 000 2022/2023
24/02/2021 1 000 000 8,00 1 000 000 24/02/2024
24/02/2021 1 000 000 6,00 1 000 000 24/02/2024
24/02/2021 2 000 000 12,00 2 000 000 24/02/2024
09/04/2021 400 000 9,23 400 000 09/04/2026
30/08/2021 500 000 6,12 500 000 30/08/2026
Total 407 000 5 237 500
Number
of options
01.01.21
Granted
2021
Exercised
during the
year
Expired
during the
year
Average
strike
price
Remaining
share options
31.12.2021 Expiry date
Thomas Christensen 100 000 1 000 000 6,26 1 100 000 2022-2024
James Haft 50 000 1 000 000 11,55 1 050 000 2024
Kari Mette Toverud 43 000 500 000 7,98 543 000 2022-2024
Viggo Leisner - 500 000 8,00 500 000 2024
Hans Ola Haavelsrud 50 000 8,81 50 000 2023
Kris Gram 25 000 2,63 25 000 2022/2023
Geir Johansen* 50 000 - 2,63 50 000 2023
Magnus Nøkleby - 450 000 7,50 450 000 2026
Total 318 000 3 450 000 - - 3 768 000
Variables in the model for allotment of options 2021 2020
Expected life 2-6 years 1-3 years
Volatility
The fair value of the options has been calculated using Black & Scholes
option-pricing model.
The average fair value of the options granted in, is in 2021 TUSD 816
(2020: TUSD 1 222).
Share-based payments compensated to key
management are as followed:
Annual Accounts
* CEO until 28.02.2021.
** Left the company in 2020
**
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Note 7 – Other operating costs
(NOK '000) 2021 2020
Travel and transportation cost 209 492
Consultancy fees 12 440 7 913
Rent costs 3 463 -
Other operating costs 8 636 268
Total operating costs 24 749 8 673
Note 8 – Financial income and expense
(NOK ‘000) 2021 2020
Interest from Financial investments
Interest income 3 414 5 094
Reversal of previous years write-down on nancial assets 2 240 -
Write-down on nancial assets -27 048 -
Net unrealized foreign exchange income 938 -
Financial income -20 457 5 094
Interest expenses -25 -6
Other nancial costs - -1 325
Net realized foreign exchange losses - -328
Financial costs -25 -1 659
Net nancial items -20 482 3 441
Annual Accounts
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Note 9 – Tax
Tax expense for the year are as followed (NOK ‘000) 2021 2020
Income tax payable for the period - -
Change in deferred tax assets - -
Tax on ordinary prot - -
Reconciliation between nominal and actual tax rate (NOK ‘000) 2021 2020
Loss before tax -67 076 -13 671
Expected income tax based on nominal tax rate -14 757 -3 008
Tax effect from the following items:
Non-deductible costs 14 614 -160 096
Effect of change in tax rate - -
Actual recognized tax expense -67 219 -176 775
(NOK ‘000) 2021 2020
Tangible assets -95 -159
Other provisions -4 955 -6 249
Tax loss carried forward -484 149 -429 489
Total tax-increasing/-reducing differences -489 199 -435 897
Deferred tax assets 107 624 95 897
Off balance sheet deferred tax assets 107 624 95 897
Note 10 – Financial market risk
The Company is exposed to several types of nancial
market risk arising from its normal business activities:
• Credit risk
• Liquidity risk
• Market risk
The corporate management monitors the Company’s
most important nancial risks and assesses whether
measures are required to reduce a specic risk if a
need to do so is identied.
Reconciliation between loss before tax and taxable loss (NOK ‘000) 2021 2020
Loss before tax -67 076 -13 671
Permanent differences 14 614 -160 096
Changes in temporary differences -1 359 166 288
Correction of change in temporary differences from prior period 840 -
Increase in tax loss carried forward 52 981 7 479
Taxable loss for the period - -
Annual Accounts
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Credit risk
Credit risk is the risk of nancial loss to the Company
if a counterparty to a nancial instrument fails to
meet its contractual obligations. Most of the Compa-
ny’s nancial assets are bank deposits and other
receivables.
Credit risk related to bank deposits considered limited
as the Company uses only banks that international
credit rating rms consider having high creditwor-
thiness. A large proportion of the Company’s cash is
placed with DNB Bank in Norway.
The Company is exposed to credit risk related to the
loans extended by the Company as a part of the sale
and restructuring of the assets in AMI. More speci-
cally, to the promissory note issued to Eardly as well
as the two term loans issued to AMI. The Company
is exposed to the risk that AMI is not repaying the
two term loans, where one was due on 30 June 2021
(wholly repaid in december 2021) and the other is
due (including all accrued interest) in December
2024. The promissory note issued to Eardly is due in
December 2024. The company is entitled to receive
nancial reports from AMI on a regular basis which
helps the Company to assess the risk of not being
repaid at maturity. There is no interest to be received
on any of the loans as all interest falls due at the
maturity date of the loans. Both the term loans have
a security package which includes xed and oating
charges over all assets in AMI. The promissory notes
are secured by the AMI shares (27,6%) owned by
Eardly.
Liquidity risk
Liquidity risk is the risk that the Company being
unable to full its nancial obligations when they
fall due. Cash management shall ensure there
is enough available cash to full the Company’s
obligations without involving unacceptable losses.
DLTx considers that it has enough cash available to
pay for all administrative expenses for the next 12
months. If the Company decides to make signicant
investments, DLTx will have to issue shares to fund
such investment. There is always a risk that the equity
markets would not be available to Element and that
any investment therefore could not be funded.
Market Risk
Market risk is the risk that changes in market prices,-
such as foreign exchange rates and equity prices will
affect the Company’s holdings of nancial instru-
ments. The objective of market risk management is
to manage and control market risk exposures within
acceptable parameters.
Price risk
The Company does not have any signicant assets or
liabilities which are exposed to price risk.
Foreign currency risk
The Company is exposed to currency risk mainly
relating to receivables in currency other than the
functional currencies, which are NOK. Foreign
exchange transactions are mainly in USD. At present,
the Company does not utilise nancial instruments to
handle its currency risk
(USD ‘000)
Amount in
currency
NOK/USD
31.12.2021
Carrying
amount
Effect of a ±10%
change in NOK/ USD
Gross receviables 5 842 8,82 51 527 ± 5 153
Carrying amount of receivables 6 404 8,82 56 481 ± 5 648
The table shows the effect on the company’s equity as of 31 December 2021
if the specied currencies had appreciated/depreciated by 10% and all other
variables remained constant.
Annual Accounts
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Note 11 – Investments in subsidiaries
(NOK ‘000) Registered office
Direct ownership
voting share Year of acquisition
Molynor AS Oslo 100% 2007
Mindoro Nickel AS Oslo 100% 2007
Element Asset Holding AS Oslo 100% 2018
Element Digital Ventures AS Oslo 100% 2018
Pal Capital Ventures Inc. USA 100% 2019
DLT Ireland Ltd Irland 100% 2021
Filestorage Partners Inc. USA 51% 2021
(NOK ‘000)
Acquisition
cost Impairment
Carrying
value 2020
Acquisitions
2021
Impairment
2021
Carrying
value
31.12.2021
Molynor AS 8 120 -8 120 - - - -
Mindoro Nickel AS 518 -518 - - - -
Element Asset Holding AS 30 - 30 - - 30
Element Digital Ventures AS 30 - 30 - - 30
Pal Capital Ventures Inc. 5 126 - 5 126 - - 5 126
DLT Ireland Ltd - - - 135 000 -27 034 107 966
Filestorage Partners Inc. - - - 0 - 0
Total carrying value 13 824 -8 638 5 186 135 000 -27 034 113 152
The Company has loans to Norwegian subsidiaries. Please refer to note
14 Intercompany balances - receivables for further details.
Note 12 – Intercompany balances
(NOK ‘000) 2021 2020
Molynor AS* 4 027 3 988
Mindoro Nickel AS* 942 905
Element Asset Holding AS* 99 77
Element Digital Ventures AS 22 4
Pal Capital Ventures Inc. 299 462
DLT Ireland Ltd -19 267 -
Filestorage Partners Inc. 9 728 -
Impairment -4 955 -4 955
Total -9 103 481
*Carrying value are impaired to NOK 0.00
Annual Accounts
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Note 15 – Share capital and shareholder information
As of 31 December 2021, DLTx ASA had a share
capital of NOK 92,121,963 comprising 57 576 227
shares with a par value of NOK 1.60. All shares
have equal rights and rights to dividends from the
Company. All shares are fully paid.
Note 13 – Accounts receivable and other
short-term receivables
(NOK ‘000) 2021 2020
AMI loan - current - 3 653
Short term receivables 2 053 10
Total other receivables - current 2 053 3 663
AMI loan - non current 38 361 31 946
Long term receivables 930 -
Total other receivables - non current 39 291 31 946
Note 14 – Cash and cash equivalents
(NOK ‘000) 2021 2020
Unrestricted cash and cash equivalents 32 257 8 098
Restricted bank deposits 3 008 1 446
Total cash and cash equivalents 35 265 9 544
Annual Accounts
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20 largest shareholders 31.12.2021 Number of shares
Ownership in %
of total shares
HOPE FOR MORE AS 8 923 903 15,50%
EASY2CONNECT AS 4 373 334 7,60%
YEOMAN'S CAPITAL DLT AS 4 365 306 7,58%
DISTRIBUTED LEDGER TECHNOLOGIES, L 3 741 278 6,50%
PERSHING LLC 2 905 998 5,05%
NORDEA BANK ABP, FIL 2 179 370 3,79%
INTERACTIVE BROKERS LLC 1 633 576 2,84%
JPMORGAN CHASE BANK, N.A., London 1 399 411 2,43%
LARSEN 1 056 317 1,83%
SONGA CAPITAL AS 1 003 072 1,74%
CITIBANK, N.A. 632 281 1,10%
DUO JAG AS 630 000 1,09%
MERILL LYNCH, PIERCE, FENNER & SM 614 100 1,07%
HAUGSTAD 593 000 1,03%
SIMBA AS 579 971 1,01%
CREDIT SUISSE (Switzerland) Ltd. 548 660 0,95%
THE BANK OF NEW YORK MELLON 506 400 0,88%
RBC INVESTOR SERVICES TRUST 506 400 0,88%
CAMACA AS 500 000 0,87%
TIGERSTADEN AS 500 000 0,87%
Other 20 383 850 35,40%
Total shares 57 576 227 100%
Shares DLTx ASA owned by corporate management and board members as
of 31 December 2021
Name Position Shares Options Warrants
Thomas Christensen CEO 1 373 334 1 100 000 -
David Johnston COO 7 912 433 1 000 000 1 000 000
Magnus Nøkleby CFO 145 000 450 000 -
Roger Lund VP Strategy 81 500 450 000 -
Timothy Furey VP Aquisitions & Operations 1 191 983 - 250 000
Jonathan Mohan Head of Partnerships 97 669 - 773 333
Kari Mette Toverud Member of the board 128 412 543 000 -
James Haft Chairman of the board 11 173 593 1 050 000 1 000 000
Viggo Leisner Member of the board 630 000 500 000 -
Total 22 733 924 5 093 000 3 023 333
Annual Accounts
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Note 17 – Provisions and contingent liabilites
There are no contingent liabilites at 31.12.2021
Note 16 – Equity
(NOK ‘000)
Share
capital
Share
premium
fund
Other
paid-in
capital Other equity Total
Equity 1 January 2020 29 723 499 926 285 232 -754 281 60 600
Loss for the period -13 671 -13 671
Discontinued operation -
Other comprehensive income -
Total comprehensive income - - - -13 671 -13 671
Capital increase 725 464 - - 1 189
Repurchase of shares - - - - -
Share options cost - - - - -
Warrants costs - - - - -
Converted warrants - - - - -
Total transactions with owners 725 464 - - 1 189
Equity 31 December 2020 30 448 500 390 285 232 -767 952 48 118
(NOK ‘000)
Share
capital
Share
premium
fund
Other
paid-in
capital Other equity Total
Equity 1 January 2021 30 448 500 391 285 232 -767 952 48 118
Result for the period -67 076 -67 076
Other comprehensive income - -
Total comprehensive income - - - -67 076 -67 076
Capital increase 61 674 144 579 -14 488 - 191 764
Sale of own shares - - 1 966 - 1 966
Share options cost - - - 1 718 1 718
Converted warrants - - - - -
Total transactions with owners 61 674 144 579 -12 522 1 718 195 448
Equity 31 December 2021 92 122 644 969 272 710 -833 311 176 490
Annual Accounts
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Note 18 – Investment in financial assets
Investeringer (NOK ‘000) Aquisition cost Carrying value
Change in value
over prot and
loss
Jupiter Sponsor LLC 5 523 5 523 -
Titan.io, Inc. 1 698 1 698 -
ITMO US 899 882 -17
Avocado Guild Australia Pty Ltd 867 867 -
Total 8 986 8 969 -17
Cryptocurrency (NOK ‘000) Value Aquisition cost Carrying value Market value
Tether 6 040 51 51 53
USD Coin 25 000 137 137 220
Total 188 188 274
Note 19 – Cryptocurrencies
Annual Accounts
Note 20 – Fixed assets
(NOK ‘000) Art IT-Equipment Website Total
Carrying value 1 January 2021 - 35 - 34,666
Additions 41 - 643 684
Depreciation -35 -134 -169
Carrying value 31 January 2021 41 - 509 550
As at January 1 2021
Acquisition cost - 404 - 404
Accumulated depreciation and write downs - -370 - -370
Carrying value - 35 - 35
As at December 31 2021
Acquisition cost 41 404 643 1 088
Accumulated depreciation and write downs - -404 -134 -538
Carrying value 41 - 509 550
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The Company have entered into a 12-month
framework agreement with Procorp AS, approved in
the general meeting. The Company may purchase
consultancy services within ordinary operations of
the Company from ProCorp AS. The services will be
based on an agreed upon and market term hourly
rate, and/or a market term xed price for certain
pre-dened assignments, and otherwise be on terms
and conditions that is customary for these kinds of
agreements.
Each of the Directors of the Board will be
compensated an an hourly rate of NOK 1750 for work
performed over and beyond what regular director
duties normally would demand.
Note 21 – Transaction with
related parties
Note 22 – Transaction after
the balance sheet date
On 12.03.2022., DLT
x ASA acquired 100% of the
shares in DSM Tech Enterprises Inc. at a purchase
price of USD 11 416 060, settled in a share
consideration through issuance of 12 572 042 new
shares in the Company. The companies are all tech
companies which congurate, build and deploy
high-compute hardware solutions that support
blockchain protocols.
Annual Accounts
Transactions with Procorp AS Total
Transaction cost 3 780 006
Rent cost 2 073 813
Other consultancy fees 593 726
Total transactions with Procorp AS 6 447 544
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Responsibility Statement
We conrm, to the best of our knowledge, that the
nancial statements for the period 1 January to 31
December 2021 have been prepared in accordance
with current applicable accounting standards, and
give a true and fair view of the assets, liabilities,
nancial position and prot or loss of the entity and
the Company taken as a whole.
We also conrm to the best of our knowledge that
the Board of Directors report includes a true and
fair review of the development and performance of
the business and the position of the entity and the
Company, together with a description of the principal
risks and uncertainties facing the entity and the
Company.
Oslo, 25 April 2022, Board of Directors, DLTx ASA
James Haft
Chairman of the Board
Kari Mette Toverud
Board Member
Viggo Leisner
Board Member
Thomas Christensen
CEO
Responsibility Statement
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Corporate Governance
1. Corporate governance
DLTx is required to report on corporate governance
by section 3-3b of the Norwegian Accounting Act
and by the Norwegian Code of Practice for Corporate
Governance, ref. ongoing obligations for listed
companies point 7. The Norwegian Code of Practice
for Corporate Governance, last revised 17 October
2018, is available at www.nues.no.
This document addresses the framework of guidelines
and principles regulating the interaction between
the Company’s shareholders, the board of directors
(the “Board”), the chief executive ofcer (the “CEO”)
and the Company’s executive management team
(the “Executive Management Team”). This document,
which has been discussed and adopted by the Board,
presents the main principles and guidelines for
corporate governance at DLTx.
2. Values and ethical guidelines
DLTx is a technology company focusing on building
and scaling infrastructure for Web3. The Group’s head
ofce is in Oslo. The Group’s objective is to increase
values for the shareholders and other interested
parties, while continuing to develop infrastructure
projects in new protocols. DLTx places emphasis
on performing its activities within the framework of
relevant legislation and regulations.
DLTx has ethical guidelines that describe the Group’s
principles, values, standards and rules for behaviour
and govern the Group’s decisions, procedures and
systems in such a way that they contribute to the
well-being of our main interests and respect the rights
of all those affected by our activities.
3. Business
DLTx’s business is dened in article 3 of the Compa-
ny’s articles of association. “The company’s business
is investment activities in securities, digital assets and
other nancial instruments, as well as investments,
development and business operations within digital
assets and blockchain technology and to run business
related thereto or associated therewith, including
investing in securities, digital assets and other
nancial instruments related to other companies”.
DLTx’s articles of association are available on our
website: www.dltx.com. The website will be updated
on an ongoing basis with relevant information about
the Company’s activities and development.
4. Equity and dividends
The Board aims to maintain a capital structure suited
to the Group’s risk prole and providing enough
nancial exibility to manage unforeseen situations.
The Company’s objective is to generate a return for
the shareholders at a level which is at least equal to
other investment possibilities with comparable risk.
The Company does not distinguish between such
a return in the form of dividends and in the form of
capital appreciation. Given the Company’s current
investment horizon and balance sheet structure, it is
unlikely that the Group will pay dividend on a regular
basis. This situation may change if one or more
projects are sold or in other ways monetized, or a
partnership is entered.
5. Equal treatment of shareholders and
transactions with close associates
DLTx has only one class of share and all shares have
the same rights in the Company. In situations where
normal preferential rights shall be deviated from, the
Company’s board will prepare grounds for such a
decision in accordance with the Norwegian Code of
Practice for Corporate Governance and shall present
these to the General Meeting. This will in turn be
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based on the joint best interests of the Company and
the shareholders.
All DLTx’s transactions in its own shares are
performed on the stock exchange or otherwise at
stock exchange prices. In the case of signicant
transactions between the Company and shareholders,
board members and senior management or close
associates of these, the Board will ensure that a
valuation is performed by an independent third party.
This does not apply if the General Meeting shall
discuss the matter in accordance with the rules of
the Public Limited Company Act. An independent
valuation will also be obtained in the case of transac-
tions between companies in the same group where
one of the companies involved in the transaction has
minority interests.
DLTx has guidelines to ensure that board members
and senior management advise the Board if they have
a direct or indirect signicant interest in a transaction
or agreement being entered into by the Group.
6. Freely negotiable shares
All shares in DLTx ASA are freely negotiable and the
Company’s articles of association do not contain any
form of restriction on negotiability.
7. General meetings
The Board of DLTx will facilitate conditions for the
shareholders to be able to exercise their rights by
participating in the Company’s general meetings and
for the general meetings to be an effective meeting
place for shareholders and the Board.
This means that:
• the notice for the general meeting shall be an-
nounced to shareholders no later than three
weeks before the general meeting is held;
• all documentation for the general meeting shall be
made available on the Company’s website no later
than three weeks before the general meeting;
• these documents shall be sufciently detailed to
allow shareholders to come to a decision on all
items to be discussed;
• in order to register for participation at the general
meeting the shareholder must be registered in the
shareholders register three working days before
the general meeting;
• shareholders who cannot attend themselves shall
be given the opportunity to vote by proxy; and
• the chairman of the Board, the nominating com-
mittee and the auditor will be represented at the
general meeting.
The General Meeting elects the members of the
Board and the Company’s external auditor. The
annual General Meeting is held no later than 30 June
each year. The notice of the General Meeting shall
inform of the procedure shareholders must follow in
order to participate and vote at the general meeting.
During 2021 DLTx conducted one extraordinary general
meeting in addition to the annual general meeting.
8. Nominating Committee
Article 7 of DLTx’s articles of association states that
the Company shall have a nomination committee.
The nominating committee shall consist of three
members, elected by the General Meeting for a period
of up to two years. The nominating committee shall
be composed in such a way as to safeguard the
shareholders’ interests. The committee members shall
be independent of the board and of senior manage-
ment. No more than one member of the nominating
committee can be a board member who should not
then stand for re-election. The CEO and other senior
managers shall not be members of the committee.
As of 31 December 2021, the nomination committee
consisted of tree members.
The nominating committee proposes candidates for
the Company’s board and remuneration for board
members. The nominating committee will explain the
background for its proposals. DLTx informs who the
members of the nominating committee are.
9. The board: composition and independence
DLTx is not required to have a corporate assembly.
The board members are elected at the general
meeting. The decision is taken by a simple majority.
Board members are elected for a period of two years
and may be re-elected.
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The Company’s articles of association state that the
Board shall consist of minimum three and maximum
eight members. The Board is composed in such a way
that it can safeguard the shareholders’ interests, as
well as the Company’s need for competence, capac-
ity, and diversity. Attention has been paid to ensuring
that the Board shall function as a collegial body.
The Board of DLTx currently consists of three
members. Information about each of the board
Members is in the Annual Reports of DLTx.
The members of the Board are issued options in The
Company (see section 12 below) and are encouraged
to own shares. Information about board members’
remuneration, the number of shares held in DLTx etc.
is provided in the notes in the consolidated nancial
statements.
10. The work of the board
The Group’s board is responsible for monitoring the
Group’s senior managers and the Group’s strategic
development and for ensuring that the interests
of shareholders and other interested parties are
safeguarded in a satisfactory manner.
The Group’s board should determine an annual plan
for its work, with emphasis on goals, strategy and
implementation.
The Group’s board shall:
• ensure that the Group is appropriately organized
and that the Group’s activities are carried out in
accordance with prevailing legislation and reg-
ulations, the Group’s objectives and articles of
association and ethical guidelines, approve and
monitor major business and nancial strategies
and their implementation and further approve key
agreements and transactions;
• appoint a CEO and constantly evaluate his or her
performance;
• establish a policy for remuneration to senior man-
agers; and,
• ensure that the Group has good internal and
external control routines and appropriate systems
for risk management.
DLTx has established a clear distribution of respon-
sibilities and duties between the Group’s board and
senior management. The chair of the Board is respon-
sible for ensuring that the Group’s board performs its
tasks in an effective and correct manner.
The CEO is responsible for the Group’s operations.
The Group’s board has laid down instructions for the
CEO and these instructions dene which decisions
require the Board’s approval.
The Group’s board shall lead the Group’s strategic
planning. The Group has determined specic
instructions (board instructions) and detailed rules
for the Board’s work and relevant procedures. Board
meetings may take the form of physical or telephone
meetings.
The Group is exempt from the requirement to have
an audit committee due to the limited size of the
balances sheet and the number of employees. The
Board has decided that the full Board will act as the
audit committee for the Group. This committee shall
improve the Group’s quality assurance of nancial
reporting and monitor the Group’s internal control and
risk management systems. The committee will also be
in contact with the Group’s elected auditor regarding
auditing the Group’s annual accounts, as well as
monitoring the auditing Group’s impartiality.
11. Risk management and internal control
The Group’s board ensures that DLTx has good
internal control and appropriate systems for risk
management in relation to the nature and extent
of the Group’s activities. The internal control and
systems also embrace the Group’s basic values and
ethical guidelines.
The framework for internal control includes routines
to ensure that risks associated with the Group’s
day-to-day operations are identied, analysed and
managed routines to review the Group’s commercial
risk and operational risk routines for internal control
of various processes, including compliance with
guidelines, routines, instructions and authorizations.
The Board of DLTx has through its meetings an
overview of how risks develop in the Group, with a
Corporate Governance
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review of financial developments and administrative
conditions. DLTx ASA has chosen to outsource
periodic consolidation and reporting as well as
accounting production for the Norwegian entities to
Aider accounting services. This to ensure sufcient
capacity and backup solutions, as well as providing
wider access to knowledge and experience within
the area of accounting. DLTx remains ultimately
responsible for all accounting and reporting activities
for the Group.
12. Remuneration of the board
Remuneration to board members is determined by the
General Meeting, based on the nominating commit-
tee’s recommendations. The remuneration reects the
Board’s responsibility, skills and time spent and the
complexity of the Group.
All board members have been granted share options.
The share option program has been approved by
the annual shareholders meeting. The company has
chosen to Issue options to the Board members as an
alternative to paying a higher remuneration to the
Board.
Members of the Group’s board and/or companies with
which they are associated should not take on specic
assignments for the Group in addition to serving on
the Board. If a board member does however take on
such an assignment, this must be reported to the
Board as a whole. Remuneration for such additional
obligations shall be approved by the Board. All
remuneration to board members is described in detail
in notes to the Group’s accounts.
13. Remuneration of the senior management
The Group’s board has determined guidelines for
remuneration of the CEO. This remuneration will be
reviewed annually.
The Group’s option program and similar agreements
is approved by the General Meeting before the
agreements are introduced. A proposed agreement
shall include information about distribution principles,
the value of options, accounting consequences and
possible dilution effects.
14. Information and communications
The Group’s board has established guidelines for
how DLTx shall communicate and report nancial and
other information to shareholders, based on openness
and with consideration of the requirement for equal
treatment of all those involved in the securities
market.
It is the Board’s goal to provide information about the
Group’s activities on an ongoing basis to the Group’s
shareholders, the Oslo Stock Exchange, analysts and
investors. This is done by publishing information and
holding presentations.
The Group’s nancial calendar for the coming year
will be published no later than 31 December in the
current year. The nancial calendar and other stock
exchange-related information will be rst published
through the Oslo Stock Exchange news website www.
newsweb.no, before the information is also released
through news agencies and the Group’s website
www.dltx.com.
All information that is communicated to the Compa-
ny’s shareholders shall be published on the Group’s
website at the same time as it is sent to shareholders.
The Group’s board wishes to maintain a regular
dialogue with shareholders. Contact information is
published on the DLTx’s website. DLTx spokesperson
is the CEO.
15. Takeovers
DLTx’s articles of association do not include any active
instruments designed to prevent or obstruct a bid to
take over the Group’s shares.
In any takeover process, the bidder, the Board of
DLTx ASA and management, have an independent
respon-sibility to help ensure that the shareholders of
DLTx ASA receive equal treatment and that the
activities of the target Group are not unduly
disturbed. The Board has a specific responsibility for
ensuring that shareholders have enough time and
information to be able to come to a decision on the
bid.
The Board shall not without specific grounds seek to
prevent or impede anyone from putting forward
a bid for the Group’s business or shares. If a bid is
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presented for the Group’s shares, the Group’s board
shall not use its authority to issue shares or take any
other action for the purpose of hindering the process
of the bid, unless this has been approved by the
general meeting after the bid has become known.
If a bid for the Group’s shares is presented, the Board
shall issue a statement with its assessment of the bid
and a recommendation of whether shareholders shall
accept or not. If the Board nds that it cannot give
the shareholders a recommendation of whether they
should accept the bid or not, an explanation for this
will be given
The Board’s statement about the bid should indicate
whether the assessment is unanimous, and if not on
what grounds some board members have dissociated
themselves from the board’s statement.
The Board will consider whether to obtain an
assessment from an independent expert. If any board
member or senior manager or close associate or
anyone who has recently held such a position is a
bidder or has specic interest in the bid, the Board
will obtain an independent assessment in any case.
The same applies if the bidder is a major shareholder.
The assessment will be attached to, repeated in or be
referred to in the Board’s statement.
Transactions that in reality mean the disposal of the
business will be presented to the general meeting.
If it is in the shareholders’ interests, the board will, if
appropriate, attempt to present a competing bid.
16. Auditor
The Group’s board and auditor shall have at least one
meeting each year without the general manager or
other members of senior management present. The
auditor shall annually present to the Board the main
items of a plan for completion of the auditing work. At
least once a year, the auditor shall review the Group’s
internal control with the Board, including identifying
weaknesses and suggestions for improvement.
The auditor shall attend board meetings where
the annual accounts are discussed. In meetings,
the auditor shall give a brieng on any signicant
changes in the Group’s accounting principles, give an
assessment of major accounting estimates and report
all signicant circumstances where there has been
disagreement between the auditor and the Group’s
senior management.
The auditor receives notices of meetings of the audit
committee with relevant documents and attends
these meetings regularly.
The Group’s auditor, Plus Revisjon AS, was elected
in an extraordinary general meeting held in January
2019. The Board will receive a written declaration
from the auditor each year that the auditor still
satises the requirements for independence.
In addition to the audit itself, the auditor has from
time to time provided assistance with accounts, as
well as providing other services such as reporting
services and tax advice. The Group’s board will report
on the remuneration paid to the auditor at the general
meeting, including details of fees paid for the auditing
work and any fees paid for other specic assign-
ments. The annual accounts also include a specic
note about this information.
The Group’s senior management has regular meetings
with the auditor. Accounting principles, risk areas,
internal control procedures and tax questions are
discussed at these meetings.
The Board makes regular assessments of whether the
auditor is performing the audit function in a satisfac-
tory manner.
Corporate Governance
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59
Annual Report
2021
DLTx ASA (DLTx)
Grundingen 2
0250 Oslo Norway
www.dltx.no
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_________________________________________________________________________________
Plus Revisjon AS
Rosenkrantz’ gate 20, 0160 Oslo
Tlf: 23 03 91 60
www.plus-revisjon.no
Org.nr. 990 422 052 MVA, Foretaksregistrert
To the Shareholders' Meeting of Dlt ASA
Independent auditor`s report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Dlt ASA (the Company), which comprise:
The financial statements of the company, which comprise the balance sheet as at 31
December 2021, and income statement, statement of comprehensive income, statement of
changes in equity and cash flow statement for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies, and
The financial statements of the group, which comprise the balance sheet at 31 December
2021, and income statement, statement of comprehensive income, statement of changes in
equity and cash flow statement for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies.
In our opinion:
The financial statements comply with applicable statutory requirements,
The financial statements give a true and fair view of the financial position of the company as
at 31 December 2021, and its financial performance and its cash flows for the year then
ended in accordance with Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway, and
The financial statements give a true and fair view of the financial position of the group as at
31 December 2021, and its financial performance and its cash flows for the year then ended
in accordance with International Financial Reporting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company and the
Group as required by laws and regulations and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International
Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
_________________________________________________________________________________
Plus Revisjon AS
Rosenkrantz’ gate 20, 0160 Oslo
Tlf: 23 03 91 60
www.plus-revisjon.no
Org.nr. 990 422 052 MVA, Foretaksregistrert
We have been the auditor of the Company for 3 years from the election by the general meeting of
the shareholders on January 25, 2019 for the accounting year 2018.
Emphasis of matter
An error have been found the financial statements for 2021 approved by the board on April 27, 2022.
We reference note 23 to the consolidated financial statements where the company provides a bridge
showing the effect of the errors on the financial statements. This audit report replace our previous
report dated April 27, 2022.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
Description of each key audit matter
Audit approach to each key audit matter
Other income from crypto mining activities
Through its subsidiary File Storage Partners LLC,
Dlt ASA consolidate other income from mining
of FIL, a crypto currency.
Due to the novel nature of income from crypto
currency mining and lack of definitive guidance
on accounting treatment from IASB,
management have exercised significant
judgment in classification and recognition of
such revenue, see note 3-4. Other income from
crypto currency mining is thus considered a Key
Audit Matter.
To address the identified risk we have
performed walk through of the company’s
process concerning revenue recognition and
performed direct audit procedures to verify
transaction prices, volume and inventory
valuation.
Valuation of financial assets
Directly and through its subsidiaries, Dlt ASA
hold several investments in early stage
companies. These are equity investments, debt
instruments and agreements for future tokens,
and constitute 55 % of the company’s total
assets at the balance sheet date.
Observable market prices for comparable
investments are not available for all
investments and balance sheet values
necessarily rely on estimates. Given the
uncertain nature of early stage investments and
To address the identified risks we have
reviewed the respective security agreements
and related documents to identify the relevant
rights and terms. We have built valuation
models and reviewed management’s estimates
to assess the company’s measurement of fair
value.
_________________________________________________________________________________
Plus Revisjon AS
Rosenkrantz’ gate 20, 0160 Oslo
Tlf: 23 03 91 60
www.plus-revisjon.no
Org.nr. 990 422 052 MVA, Foretaksregistrert
their combined size compare to DLT ASA’s
balance sheet, measurement of fair value of
these investments according to IFRS 9, is
considered a Key Audit Matter.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information
in the Board of Directors’ report and the other information presented with the financial statements.
The other information comprises Management Report. Our opinion on the financial statements does
not cover the information in the Board of Directors’ report and the other information presented with
the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the information
in the Board of Directors’ report and the other information presented with the financial statements.
The purpose is to consider if there is materially inconsistency between the information in the Board
of Directors’ report and the other information presented with the financial statements and the
financial statements or our knowledge obtained in the audit, or otherwise the information in the
Board of Directors’ report and for the other information presented with the financial statements
otherwise appears to be materially misstated. We are required to report that fact if there is a
material misstatement in the Board of Directors’ report and the other information presented with
the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion the Board of Directors’ report
is consistent with the financial statements and
contains the information required by applicable legal requirements
Responsibilities of the management for the Financial Statements
The management is responsible for the preparation of financial statements that give a true and fair
view in accordance with Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and for the preparation and fair presentation of the financial statements of the
group in accordance with International Financial Reporting Standards as adopted by the EU, and for
such internal control as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and
the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern. The financial statements of the Company use the going concern basis of accounting insofar
as it is not likely that the enterprise will cease operations. The consolidated financial statements of
the Group use the going concern basis of accounting unless management either intends to liquidate
the Group or to cease operations, or has no realistic alternative but to do so.
_________________________________________________________________________________
Plus Revisjon AS
Rosenkrantz’ gate 20, 0160 Oslo
Tlf: 23 03 91 60
www.plus-revisjon.no
Org.nr. 990 422 052 MVA, Foretaksregistrert
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
For further description of Auditor’s Responsibilities for the Audit of the Financial Statements
reference is made to:
https://revisorforeningen.no/revisjonsberetninger
Oslo, July 14, 2022
Plus Revisjon AS
Bent Wessel Eide
State Authorised Public Accountant
(This document is signed electronically)