1
Annual Report
2022
2
The enclosed Financial statements and Board of
Directors’ report, together with the accompanying notes,
fulfills DLTx ASA’s Norwegian statutory requirements for
annual reporting. The Annual report 2022 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 affiliate companies
General Statement
General Statement
3
James Haft
Chairman of the Board of Directors 2022
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 Pacific 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.
Resigned 10 April 2023.
The Board of Directors
and Management
Kari Mette Toverud
Board Member
Kari Mette Toverud is Client Partner at the Assessment
Company. 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).
Chairperson from 14 April 2023.
Board of Directors and Management
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, financing 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 Officer School.
Roger Lund
Acting Managing Director
Roger Lund is VP Strategy and acting Managing
Director of DLTx. He has broad experience from roles
as analyst in investment banking, risk manager in hedge
fund and equity funds, and as project manager in
corporate finance for companies such as Warren Capital
AS, ProCorp AS and others.. He holds a MSc from
London Metropolitan University in Financial
Management and Derivates, and a BBA from the
University of North Dakota in Financial Management.
Challenging 2022 for Blockchain Market
In 2022, the blockchain and cryptocurrency markets
faced a challenging landscape, as a confluence of
factors contributed to a market downturn. Regulatory
uncertainty, the collapse of major players in the space
and the macroeconomic environment were some of the
key issues which emerged.
The lack of clear and uniform regulations across
jurisdictions created uncertainty for both investors and
developers, causing a slowdown of investments in the
blockchain space. This regulatory pressure led to the
exit of some market players and a decline in overall
market confidence.
Another factor that dealt a heavy blow to the blockchain
market in 2022 was the collapse of major players,
including Luna, Three Arrows Capital, FTX, and others.
These collapses were triggered by a combination of
factors, such as, security breaches, regulatory scrutiny
and mismanagement of funds. The downfall of these
prominent platforms not only resulted in significant
financial losses for investors but also tarnished the
reputation of the blockchain industry as a whole. The
situation heightened concerns about the stability and
reliability of blockchain-based projects and services,
further dampening investor sentiment and market
growth.
Lastly, the blockchain market was not immune to the
broader macroeconomic environment, which
experienced fluctuations due to global economic
uncertainties and geopolitical tensions. As the overall
financial markets faced volatility, the risk appetite of
investors decreased, resulting in capital flight from the
blockchain sector.
Subsequent Events
The business model of funding discrete special purpose
vehicles to finance the growth and development of the
operational divisions of the Company proved demanding
given the market conditions.
As a result of the funding challenges the divisions
struggled to reach critical size which resulted in growing
liabilities and an added financial pressure on the parent
company. DLTx sold its foreign operating entities in April
2023 along with Filecoin cloud storage partnerships
Storify and Helix as a part of efforts to improve the
financial position and facilitate new strategic initiatives .
Management Report
4
Management Report
DLTx sold the shares in the group’s foreign operating
subsidiaries for USD 1 and a continuation of existing
claims the Company had towards some of the divested
subsidiaries. The foreign subsidiaries had significant
outstanding debt of USD 28 million, including approx.
USD 3.25 million to DLTx ASA. The Company’s claims
are carried forward and do not represent a traditional
“sellers' credit” where DLTx would be paid a
performance from the buyer in the future as settlement
for the shares.
The value was set at USD 1 due to the significant debt
of the subsidiaries resulting in low equity/real value.
The provisions of the Norwegian Public Limited
Companies Act § 3-10 et seq. therefore do not apply as
the real value of the company's performance (i.e., the
shares in the foreign subsidiaries) represents
significantly less than 2.5 percent of the group’s total
balance sheet.
DLTx ASA and its Filecoin division actively tried to raise
funds to continue development of operations in
expectation of the completion of the business
combination agreement with BMAQ. The termination of
the agreement in the middle of March 2023, left the
Company with no alternative sources of funding.
The sale of the subsidiaries was an important part in
DLTx’s effort to improve its financial position, and
following the sale the Company was successful in
completing a Private Placement.
Outlook
Moving forward the focus of DLTx will be optimization of
the balance sheet and an opportunistic approach
towards the investment portfolio.
The longer-term strategy of the Company is pursuing
business combinations with companies focusing on
innovative, sustainable and scalable business models.
The Business of the Group
The Company’s legal and commercial name is DLTx
ASA. The Company is a Norwegian public limited
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.
DLTx ASA, the following subsidiaries:
• DLTx Wireless AS
• DLTx Ventures AS
• DLTx Cloud AS
• DLTx Digital Assets AS
• DLT Ireland Ltd
• PAL Capital Ventures Inc.
• DSM Tech Enterprises Inc.
• Filtech SPV LLC
• Midwest Blockchain LLC
• Afton Blockchain LLC
• DSM Tech Enterprises UK Ltd
• File Storage Company 1 Inc.
• File Storage Partners LLC
• File Storage Ops 1 LLC
• File Storage Ops 3 LLC
• File Storage Ops 4 LLC
• File Storage Ops X LLC
• File Storage Token Provider LLC
• SAS Helix
• Storify BV
• Long Term Data Provision Partners Ltd
• File Storage Ops 2 Ltd
• File Storage OPS 2 AS
• Relay Partners LLC
• Relay Services LLC
• Recurring Revenue Generator LLC
• Recurring Revenue Generator X LLC
• Large Scale Compute LLC
• Lone Star Compute Partners LLC
• Curtailment Reduction Services Ops 1 LLC
• Curtailment Reduction Services Ops 2 LLC
• Flare Gas Reduction Services Ops 1 LLC
• Large Scale Compute Operations 1 LLC
The decision has been made to sell all of the
subsidiaries except DLT Ireland Ltd, Pal Capital
Ventures Ltd, DLTx Wireless AS, DLTx Ventures AS,
DLTx Cloud AS and DLTx Digital Assets AS to a group
of former U.S. management on 8th of April 2023 for
USD 1.0 along with continuation of debt to DLTx ASA of
USD 3,257,281 .
Financial Performance
The Group’s revenues slightly decreased from USD
1.994m last year to USD 1.966m in 2022. Net loss in
2022 was USD -37.106m, compared to USD -4.960m in
2021. The large decrease in net loss is mainly due to
the following factors:
• Decrease in FIL pricing simultaneously with large
investments in hardware.
• DLTx entered a business combination agreement
with Blockchain Moon Acquisition Corp. regarding a
purchase of DLTx’s Web3 assets. This transaction
was terminated, and a large amount of costs related
to this transaction occurred.
• The investment portfolio has decreased in value,
mainly due to the market downturn.
Total cash flow from operating activities was USD
3.265m in 2022, and the operating loss constituted USD
-22.531m. The difference mainly concerns ordinary
depreciation and received receivables. The Group’s
capital investments during 2022 amounted to USD
26.177m, of which USD 26.540m has been invested in
new machinery regarding storage for Filecoin. This has
increased the Group’s production capacity.
The Group’s liquidity reserve amounted to USD 1.546m
as of 31.12.2022 . The Group’s ability to self-finance
investments were not good as of 31.12.2022. As a
result, the board of directors approved the sale of
operating subsidiaries for USD 1.0 and continuation of
debt of USD 3,257,281 on 8 April 2023. Subsequently
the Company has also secured approx. USD 2.5m in a
Private Placement to secure continuing operations.
The Group’s short-term debt as of 31.12.2022
constituted 21 % of the Group’s total debt, compared to
9 % as of 31.12.2021. The rise in short-term debt is
managed through the sale of subsidiaries and capital
funding in 2023.
Report from the Board of Directors
5
Report from the Board of Directors
Total assets at year end amounted to USD 38.930m,
compared to USD 48.332 last year. The equity ratio was
10.4% as of 31.12.2022, compared to 48 % the year
before.
The Company is not engaged in any R&D activities.
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
significant factor for long-term value creation for the
shareholders, employees and society. The risk
assessment process involves analyzing 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.
Entering 2023 the Group had funding for a limited time
period, but with the completion of the foreign
subsidiaries transaction and the equity raise, the
operating costs of the Company has been severely
reduced, and the cash situation significantly improved.
There is limited risk that the Company will not be able to
fund its operations.
The Company’s investment portfolio holds a limited
number of investments and is exposed to market risk.
There is a lack of diversity as most of the investments
are tied to the Web3 space, and the Company does not
control or influence the operations or performance of its
investments. Further, returns might be adversely
affected by poor performance of even a single
investment. Some of the investments in the portfolio are
illiquid and may be difficult to sell.
Corporate Governance Performance
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 2022, 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.
Report from the Board of Directors
6
Parent Company Results
The parent company had a loss for the year of NOK -
236.1 million (2021: NOK -67.1 million). This reflects
net financial loss of NOK 157.7 million (2021: NOK 20.5
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 2022, the parent company had cash
and cash equivalents in the amount of NOK 10.5 million
(2021: NOK 35.3 million). The valuation of the Group’s
assets is based on the going concern assumption.
Report from the Board of Directors
7
Assumptions of Continued Operation
As of 31.12.2022 The Group does not have sufficient
liquidity funding to secure operations for the next 12
months. To address this the Company has sold of its
foreign operating subsidiaries, including its interest in
Filecoin cloud storage partnerships Storify and Helix
and raised NOK 25,500,000 in a Private Placement.
With these actions taken place the Board considers that
the cash balance available at the end of the year to be
sufficient to secure operations for the next 12 months. In
accordance with section 3-3a of the Norwegian
Accounting Act, the Board confirms that the
assumptions of continuing operations are present.
Outlook
DLTx sold its foreign operating subsidiaries and Filecoin
cloud storage partnerships Storify BV and SAS Helix on
8 April 2023 as a part of its goal to improve the financial
situation of the Company and a shift in strategy. Moving
forward the focus of DLTx will be optimization of the
balance sheet and an opportunistic approach towards
the investment portfolio.
The longer-term strategy of the Company is pursuing
business combinations with companies focusing on
innovative, sustainable and scalable business models.
Oslo, April 27th, 2023, Board of Directors, DLTx ASA
Viggo Leisner
Board Member
Kari Mette Toverud
Chairperson
Roger Lund
Managing Director
Consolidated
Financial Statements
Income Statement
Financial Statements
Financial Statements
9
(USD '000)
Note
2022 2021
Revenue
4 372 544
Other income
4 1,594 1,450
Totalt income
Cost of goods sold
-3,003
Depreciation
20,21 -8,567
-635
Salary and social security cost
5,6,7,8 -6,195
-2,558
Other operating expenses
9 -6,732
-3,891
Operating loss
-22,531 -5,089
Financial income
10 4,377
Financial costs
10 -18,952
-205
Net financial items
-14,575 130
Profit/loss before tax
-37,106 -4,960
Income Taxes
11 -126
Profit/loss after tax
-37,232 -4,960
Loss discontinued operations, after tax
Profit/loss for the period
-37,232 -4,960
Profit/loss attributable to non
-
controlling interests
-15 -445
Profit/loss attributable to DLTx ASA shareholders
-37,217 -4,515
Basic and diluted earnings per share
-0.52 0.08
Basic and diluted earnings per share
-
continued operations
-0.52 0.08
Basic and diluted earnings per share
-
discontinued operations
Other comprehensive income:
Items that will be reclassified to income statement
Currency translation adjustments
-1,279 -343
Other comprehensive income
-1,279 -343
Total comprehensive income
-38,511 -5,302
Total comprehensive income attributable to non
-
controlling interests
-15 -445
Total comprehensive income attributable to DLTx
ASA shareholders
-38,496 -4,858
Balance Sheet
Financial Statements
10
(USD '000)
Note
12/31/2022 12/31/2021
ASSETS
Goodwill
20
Intangible asset
20
Financial investments
13
Property, plant and equipment
20
Right of use assets
21
Total non
-current assets
Financial investments
13
Inventories
19
Other receivables
14
Cash and cash equivalents
15
Total current assets
Assets classified as held for sale
Assets classified as held for sale
TOTAL ASSETS
EQUITY
Share capital
16
Other paid
-in-capital
Cumulative translation adjustments
Other equity
-
-
Non
-controlling interests
-
Total equity
12
LIABILITIES
Deferred tax liabilities
-
Lease liabilities
21
Other long
-term liabilities
Total long
-term liabilities
17
Trade payables
17,18
Other current liabilities
17,18
Total current liabilities
Liabilities associated with assets classified as held for sale
Liabilities associated with assets classified as held for
sale
TOTAL EQUITY AND LIABILITIES
Statement of Equity
Financial Statements
11
(USD '000)
Share
capital
Other paid-
in capital
Cumulative
translation
adjustments
Other equity
Held for
sale
Non-
controlling
interests Total
Equity 1 January 2021
-
Loss for the period
-
-
-
Discontinued operation
Other comprehensive income
-
-
Total comprehensive income
-343
-445
-5,302
Capital increase
Sale of own shares
Repurchase of shares
Share options cost
Converted warrants
Total transactions with
owners
(USD '000)
Share
capital
Other
paid-
in
capital
Cumulative
translation
adjustments
Other equity
Held for
sale
Non-
controlling
interests
Equity 1 January 2022
-
-445
Result for the period
-
-
-
Other comprehensive income
-
-
Total comprehensive income
-
-
-
-
Capital increase
Sale of own shares
Share options cost
Transaction with minority
Converted warrants
Total transactions with
owners
Equity 31 December 2022
-
Equity 31 December 2021
-107,554
Total
-4,515
-
Cash Flow Statement
Financial Statements
12
(USD '000)
12/31/2022 12/31/2021
Profit/
-loss for the year, continued operations -
-
Profit/
-loss for the year, discontinued operations
Operating activities
Depreciation
Non
-cash expenses related to warrants and impairments
Change in trade and other receivables
-
Change in trade payables and other current liabilities
Fair value adjustments of investments
Change in assets held for sale
Cash flow from operating activities
-
Investment activities
Net expenditure on property, plant and equipment
Repayment from investments
Investment in other financial assets
-
Cash flow from investment activities
-
-
Financing activities
Proceeds from new shares issued
Sale of own shares
Proceeds from borrowings
Cash flow from financing activities
Net change in cash and cash equivalents
-
Cash and cash equivalents at the start of the period
Sum translation effects
-
-
Cash and cash equivlents at the end of the
period for cont. and disc. Operations
Financial Statements
13
Financial Statements
14
Financial Statements
15
Financial Statements
16
Financial Statements
17
Financial Statements
18
19
Financial Statements
Financial Statements
20
Financial Statements
21
Expired
Average
22
Financial Statements
Financial Statements
23
Financial Statements
24
Financial Statements
25
Financial Statements
26
Financial Statements
27
Financial Statements
28
Financial Statements
29
Financial Statements
30
Financial Statements
31
Parent Company
Financial Statements
Statement of Profit and Loss
Annual Accounts
Financial Statements
33
(NOK '000)
Note
2022 2021
Revenue
4
7,676 222
Other income
4
- -
Totalt
income
7,676 222
Net income/loss from equity acct. investments
-
-
Depreciation
5
-321
-169
Salary and social security cost
6,7,8
-47,865
-21,900
Other operating expenses
9
-37,891
-24,749
Operating loss
-78,402 -46,595
Interest income
10
4,532
3,414
Net financial gains/loss on investments
10
-136,501
-24,808
Financial costs
10
-30,682
-25
Net currency gain/
-loss
10,11
4,974
938
Net financial items
-157,677 -20,482
Profit/loss before tax
-236,078 -67,076
Income Taxes
12
-
-
Profit/loss after tax
-236,078 -67,076
Loss discontinued operations, after tax
-
-
Profit/loss for the period
-236,078 -67,076
Balance Sheet
Annual Accounts
34
(NOK '000)
Note
2022 2021
ASSETS
Intangible assets
5
187
509
Furnitures, fixtures, etc
5
41
41
Investment in subsidary companies
13
80,166
113,152
Investment in financial assets
14
8,200
8,969
Other long
-term receivables
15
46,315
39,291
Loans to subsidiaries
16
14,960
10,183
Equity accounted investments
-
-
Total non
-current assets
149,870
172,145
Investment in current financial assets
-
-
Inventories
17
-
188
Other receivables
15
363
2,053
Cash and cash equivalents
18
10,523
35,265
Total current assets
10,886
37,506
Assets classified as held for sale
-
-
Assets classified as held for sale
-
-
TOTAL ASSETS
160,756
209,651
EQUITY
Share capital
19
114,197
92,122
Other paid
-in-capital
269,973
272,710
Share premium reserve
735,319
644,969
Other equity
-
1,039,120
-
833,311
Total equity
20
80,369
176,490
LIABILITIES
Loan from subsidiaries
16
46,998
19,286
Total long
-term liabilities
46,998
19,286
Trade payables
12,017
3,219
Other current liabilities
21,373
10,657
Total current liabilities
33,390
13,876
Liabilities associated with assets classified as
held for sale
-
-
Liabilities associated with assets classified
as held for sale
-
-
TOTAL EQUITY AND LIABILITIES
160,756
209,652
Cash Flow Statement
35
Annual Accounts
(NOK '000)
2022 2021
Operating activities
Profit/
-loss for the year -
236,078
-
67,076
Depreciation
321
168
Change in trade and other receivables
-
11,652
-
12,238
Change in trade payables and other current liabilities
19,514
28,207
Net unrealized adjustments on financial assets
165,821
29,258
Warrants and impairment
30,269
1,718
Cash flow from operating activities
-
31,805
-
19,964
Investment activities
Net expenditure on property, plant and equipment
- -
684
Net expenditures to financial investments
-
102,812
-
147,362
Cash flow from investment activities
-
102,624
-
148,046
Financing activities
Capital increase
109,688
191,764
Sale of own shares
-
1,966
Cash flow from financing activities
109,688
193,730
Net change in cash and cash equivalents
-
24,741
25,721
Cash and cash equivalents at the start of the period
35,266
9,545
Cash and cash
equivlents at the
end of the period for cont. and
disc. Operations
10,524
35,266
DLTx is a project investment company within the
distributed ledger technology and block-chain sector.
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 2022 is presented in note 19 Share capital
and shareholder information.
Note 1 – General Information
36
Note 2 – Basis for Preparation
This set of financial 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 financial statements of DLTx ASA as
of 31 December 2022 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 financial
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 2022, the Company had cash and
cash equivalents in the amount of NOK 10,523
thousand, which is enough to cover the Company’s
operating expenses and liabilities for the 12 months
following the end of year. Any new significant
investments would need to be funded separately.
Use of Estimates
The preparation of the financial statements is based on
available information at the time of finalizing 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 significant risk of
causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year are
discussed in its respective note.
Annual Accounts
Note 3 – Accounting Policies
37
3 – 1 Currency
The accounts for the parent company are reported in
NOK and rounded to the nearest thousand.
Transactions 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
recognized as financial items.
As of 31 December 2022, the exchange rate for the
most important currency, USD, was 9.86 (31 December
2021: NOK/USD
8.82).
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 reflects 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 recognized
directly in equity to the extent that they relate to equity
transactions.
3-4 Balance Sheet Classification
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 classified as fixed assets / long term
liabilities. Current assets are valued at the lower of
cost and fair value. Short term liabilities are recognized
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 Investments 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 recognized if
the impairment is not considered temporary, in
accordance 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 recognized in the same year as
they are recognized in the financial statement of the
provider. If dividends / group contribution exceeds
withheld profits 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 classified as equity. Expenses that
are directly attributable to the issue of ordinary shares
are recognized as a reduction in equity (share premium
reserve).
Dividend distributions to the shareholders of the
Company are classified as liability from the date on
which the dividend is adopted by the general meeting.
3-8 Provision and Contingent Liabilities
Provisions are recognized when, the Company has a
present obligation (legal or constructive) as a result of a
past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation, and a reliable estimate can be made of
the amount of the obligation. Provisions are measured
at the best estimate for the outflow 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.
Annual Accounts
38
3 – 9 Cash and Cash Equivalents
Two parties are regarded as related if one of the
parties exercises significant influence 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 recognized 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 benefits
Pension obligations
The Group has a defined contribution plan for its
employees in Norway. A defined contribution plan is
a pension arrangement where a fixed yearly contribution
is paid to a pension fund. The Group has no legal
or constructive obligation to pay further contributions.
Compulsory contributions are recognized as personnel
costs as they arise.
Share based payment
The Group has share-based programs for the executive
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 recognized as salary and personnel cost in
profit and loss and in other paid-in capital. Social
security tax on options is recorded as a liability and is
recognized over the estimated vesting period.
3 – 12 Inventories
Cryptocurrency is classified 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 specific definite guidance on
accounting of cryptocurrencies the management has
exercised significant 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 financial position
and results from operations..
3 – 13 Cash Flow Statement
The cash flow 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
Business area
2022 2021
Sponsorship events
-
210
Management fees
7,676
-
Total revenue
7,676
-
Geographical area
2022
2021
Oslo, Norway
7,676
210
Total revenue
7,676
210
Note 4 – Income
Note 5 – Fixed Assets
39
Annual Accounts
Note 6 – Personnel Expenses
(NOK '000)
Art
IT
-
equipment
Website Total
Carrying value 1 January 2022
41
-
509
550
Additions
-
-
-
-
Disposals, and assets classified as held for sale
-
-
-
-
Additions from acquisition of companies
-
-
-
-
Write downs
-
-
-
-
Reversal of previous write downs
-
-
-
-
Depreciation
-
-
-
321
-
321
Exchange differences
Carrying value 31 January 2022
41
-
187
229
As of 1 January 2022
Acquisition cost
41
404
643
1088
Accumulated depreciation and write downs
-
-
404
-
134
-
538
Carrying value
41
-
509
550
As of 31 December 2022
Acquisition cost
41
404
643
1088
Accumulated depreciation and write downs
-
-
404
-
455
-
859
Carrying value
41
-
187
229
(NOK '000)
2022 2021
Salaries
7,901
13,860
Employment tax
-
1,868
4,959
Pension costs
515
329
Costs related to options granted to employees and directors
39,869
1,718
Other benefits
1,448
1,033
Expensed salaries and personell costs
47,865
21,900
Average number of man
-years
3
3
Note 7 – Remuneration of Executive Management,
Board of Directors and Auditors
Corporate Group Management 2022
Remuneration to management 2022
(NOK '000)
Salary
Benefits in kind
Bonus Pension cost Total
Thomas Christensen, CEO
3,287 251 -
178
3,716
Roger Lund, VP Strategy
1,534 4
60
149
1,747
Magnus Nøkleby, Former CFO*
903 2
42
145
1,091
Kjell Hugo Aasland, CFO
348 14 - 362
Total remuneration to management
6,071 272
102
471
6,915
*(Former CFO) Magnus Nøkleby has resigned from his position and employment in the company. The agreement is settled of a
total one
-time payment of NOK 41.667 + holiday payment.
Former CEO Geir Johansen resigned as CEO in 2021. The agreement was settled of a total one
-time payment of NOK 454,000
and was paid in 2022.
The share option program for corporate management is described in note 8 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.
Remuneration to the Board of Directors
Remuneration of the Board of Directors consists of a fixed annual fee depending on the role in the board, as well as an agree
men
t
that the board members will be compensated at an hourly rate of NOK 1750 for work performed over and beyond what regular
director 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 2022 (NOK '000)
2022 2021
Thomas Christensen
- 118
Rolf Viggo Leisner
350 350
James Haft
487 486
Kari Mette Toverud
350 350
Odd Aarhus
15 15
Odd Lindland
15 20
Håkon Morten Sæther
20 15
Total remuneration to the
Board of Directors
1,237 1,354
Board members have been granted options. The share option program is described in more detail in note 8
Share-
based payment.
Remuneration to auditor
2022 2021
Statutory audit incl. Technical
assistance with financial
statements
1,510 954
Other assurance services
- -
Tax advisory
- 60
Other services
82 -
Total remuneration to auditors
1,593 1,014
Annual Accounts
Note 8 – Share Based Payments
41
Annual Accounts
Grant date
Number of
options
01.01.21
Granted 2022
Terminated
during the
year
Exercised
during the
year
Expired
during the
year
Average
strike price
Remaining
share options
31.12.2022
Expiry date
6/6/2018
19,500
-
19,500
81.00
6/6/2022
1/25/2019
93,000
-
70,666
15.00
22,334
2022/2023
1/25/2019
225,000
-
225,000
2.63
2022/2023
2/24/2021
1,000,000
8.00
1,000,000
3/24/2024
2/24/2021
1,000,000
6.00
1,000,000
3/24/2024
2/24/2021
2,000,000
12.00
2,000,000
3/24/2024
4/9/2021
400,000
-
89,582
9.23
310,418
4/9/2026
8/30/2021
500,000
-
156,251
6.12
343,749
8/30/2026
6/9/2022
1,499,999
6.60
1,499,999
6/9/2027
6/9/2022
2,500,000
8.10
2,500,000
9/9/2025
9/11/2022
750,000
8.10
750,000
9/9/2025
12/21/2022
300,000
3.50
300,000
5/2/2023
Total
5,237,500
5,049,999
-
245,833
-
225,000
-
90,166
9,726,500
Variables in the model for allotment of options
2021 2021
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 2022 TUSD 552 (2021: TUSD 816).
Share
-based payments compensated to key management are as followed:
Number of
options
01.01.22
Not
included in
2021
Granted
2022
Terminated
during the
year
Exercised
during the
year
Expired
during
the year
Average
strike
price
Remaining
share
options
31.12.2022
Expiry date
Thomas Christensen
1,100,000
-
50,000
-
45,833
6.04
1,004,167
2023-
2024
Roger Lund*****
450,000
150,000
7.22
600,000
2026/2030
James Haft
1,050,000
-
50,000
12.00
1,000,000
2024
Kari Mette Toverud
543,000
-
25,000
-
16,500
8.02
501,500
2023-
2024
Viggo Leisner
500,000
8.00
500,000
2024
Hans Ola Haavelsrud*
50,000
-
25,000
-
8,333
8.81
16,667
2023
Kris Gram**
25,000
-
25,000
2.63
2022/2023
Geir Johansen***
50,000
-
50,000
2.63
2023
Magnus Nøkleby*
450,000
-
245,833
7.68
204,167
2026
Total
3,768,000
450,000
150,000
-
245,833
-
225,000
-
70,666
3,826,501
*COO until March 2020
**Board member until 30.06.2020
***CEO until 28.02.2021
****CFO until 31st of May 2022
*****VP Strategy from 2022
Note 9 – Other Operating Costs
42
Annual Accounts
Note 10 – Financial Income and Expense
(NOK '000)
2022 2021
Travel and transportation cost
3,482
209
Consultancy fees
27,901
12,440
Rent costs
3,267
3,463
Other operating costs
3,241
8,636
Total operating costs
37,891
24,749
(NOK '000)
2022 2021
Interest from Financial investments
Interest income
4,532
3,414
Reversal of previous years write
-down on financial assets
-
2,240
Write
-down on financial assets
-
-
27,048
Other financial income
145
-
Net unrealized foreign exchange income
4,974
938
Financial income
9,651
-
20,457
Interest expenses
-
705
-
25
Other financial costs
-
29,977
-
Net realized foreign exchange losses
-
-
Net unrealized foreign exchange losses
-
136,646
-
Impairment of financial assets
-
-
Financial costs
-
167,328
-
Net financial items
-
157,677
-
20,482
Note 11 – Financial Market Risk
43
Annual Accounts
The Company is exposed to several types of financial
market risk arising from its normal business activities:
• Credit risk
• Liquidity risk
• Market risk
The corporate management monitors the Company’s
most important financial risks and assesses whether
measures are required to reduce a specific risk if a need
to do so is identified.
Credit risk
Credit risk is the risk of financial loss to the Company if
a counterparty to a financial instrument fails to meet its
contractual obligations. Most of the Company’s financial
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 firms consider having high creditworthiness.
A large proportion of the Company'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 specifically, 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 financial 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 fixed and
floating 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 fulfil its financial obligations when they fall due. Cash
management shall ensure there is enough available
cash to fulfil the Company’s obligations without involving
unacceptable losses. Given the fund raising described in
note 23, 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
significant investments, DLTx will have to either sell
assets or issue shares to fund such investment. There is
always a risk that the equity markets would not be
available to DLTx, or that assets cannot be sold, 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 financial instruments.
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 significant 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 utilize financial instruments to
handle its currency risk.
The table shows the effect on the company’s equity as of 31 December 2022 if the specified currencies had appreciated/
depreciated by 10% and all other variables remained constant.
(USD '000)
Amount in
currency
NOK/USD
31.12.2022
Carrying amount
Effect of a
±
10% change in NOK/USD
Gross receviables
6,253
9.86
61,638
±
6,164
Carrying amount of receivables
-
7,430
9.86
-
73,236
±
-
7,324
Note 12 – Tax
44
Annual Accounts
(NOK '000)
2022 2021
Tax expense for the year are as followed:
Income tax payable for the period
-
-
Change in deferred tax assets
-
-
Tax on ordinary profit
-
-
Reconciliation between nominal and actual tax rate
Loss before tax
-
236,078
-
67,076
Expected income tax based on nominal tax rate
-
51,937
-
14,757
Tax effect from the following items:
0
-
Non
-deductible costs
32,518
14,614
Group Contribution
2,350
-
Effect of change in tax rate
-
-
Actual recognized tax expense
-
17,069
-
67,219
Reconciliation between loss before tax and taxable loss:
Loss before tax
-
236,078
-
67,076
Permanent differences
147,810
14,614
Changes in temporary differences
-
34
-
1,359
Group Contribtuion
10,681
-
Correction of change in temporary differences from prior period
-
1,735
840
Increase in tax loss carried forward
79,356
52,981
Taxable loss for the period
-
-
(NOK '000)
2022
2021
Tangible assets
-
60
-
95
Other provisions
-
5,378
-
4,955
Long term receivables and liabilities in foreign currencies
-
-
Tax loss carried forward
-
563,506
-
484,149
Total tax
-increasing/-reducing differences
-
568,944
-
489,199
Deferred tax assets
125,168
107,624
Off balance sheet deferred tax assets
125,168
107,624
Note 13 – Investments in Subsidiaries
45
Note 14 – Investment in Financial Assets
Annual Accounts
(NOK '000)
Registered office
Direct ownership voting
share Year of acquisition
DLTx Cloud AS
Oslo 100% 2007
DLTx Digital Assets AS
Oslo 100% 2007
DLTx Wireless AS
Oslo 100% 2018
DLTx Ventures AS
Oslo 100% 2018
Pal Capital Ventures Inc.
USA 100% 2019
DLT Ireland Ltd
Irland 100% 2021
File Storage Partners LLC
USA 100% 2021
SAS Helix
Frankrike 51% 2022
DSM Tech Enterprises Inc
USA 100% 2022
File Storage OPS 2 AS
Oslo 100% 2022
(NOK '000)
Acquisition
cost
Impairment
Carrying
value 2021
Acquisitions
2022
Impairment
2022
Carrying value
31.12.2022
DLTx Cloud AS
8,120
-
8,120
-
-
-
-
DLTx Digital Assets AS
518
-
518
-
-
-
-
DLTx Wireless AS
30
-
30
-
-
30
DLTx Ventures AS
30
-
30
-
-
30
Pal Capital Ventures Inc.
5126
-
5,126
-
-
3,792
1,334
DLT Ireland Ltd
135,000
-
27,034
107,966
-
-
29,224
78,742
SAS Helix
-
-
-
25
-
25
-
File Storage OPS 2 AS
-
-
-
30
-
30
DSM Tech Enterprises
-
-
-
101,834
-
101,834
-
File Storage Partners LLC
-
-
-
0
-
0
Total carrying value
148,824
-
35,672
113,152
101,889
-
134,874
80,167
The Company has loans to Norwegian subsidiaries. Please refer to note
14 Intercompany
balances
- receivables for further details.
Investments
(NOK '000)
Acquisition
cost
Carrying value
Change in
value over
profit and
loss
Jupiter Sponsor LLC
5,523
5,523
-
Titan.io, Inc.
1,698
1,698
-
ITMO US
899
-
-
899
Avocado Guild Australia Pty Ltd
867
-
-
867
WeatherXM AG
986
979
-7
Total
9,972
8,200
-
1,772
46
Note 15 – Accounts Receivable
and Other Short-Term Liabilities
Annual Accounts
Note 16 – Intercompany Balances
Note 17 – Cryptocurrencies
(NOK '000)
2022 2021
AMI loan
- current
-
-
Short term receivables
363
2,053
Total other receivables
- current
363
2,053
AMI loan
– non-current
46,315
38,361
Long term receivables
-
930
Total other receivables
– non-current
46,315
38,361
(NOK '000)
2022 2021
DLTx Cloud AS*
4,049
4,027
DLTx Digital Assets AS*
964
942
DLTx Wireless AS*
119
99
DLTx Ventures AS*
45
22
Pal Capital Ventures Inc.
-
45
299
DLTx Ireland Ltd
-
35,426
-
19,267
DSM Tech Enterprises Inc
12,371
-
Recurring Revenue Generator LLC
190
-
Long Term Data Provision Partners
262
-
File Storage Partners LLC
19,709
9,728
Impairment
-
34,275
-
4,955
Total
-
32,038
-
9,103
*Carrying value are impaired to NOK 0.00
Cryptocurrency
(NOK '000)
Value
Aquisition
cost
Carrying
value
Market
value
Tether
-
-
-
-
USD Coin
-
-
-
-
Totalt
-
-
-
-
Note 18 – Cash and Cash Equivalents
47
Note 19 – Share Capital and Shareholder Information
Annual Accounts
As of 31 December 2022, DLTx ASA had a share capital of NOK 114,197,230 comprising 71,373,268 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.
(NOK '000)
2022 2021
Unrestricted cash and cash equivalents
9,652 32,257
Restricted bank deposits
871
3,008
Total cash and cash equivalents
10,523 35,265
20 largest shareholders 31.12.2022
Number of shares
Ownership in % of
total shares
NORDEA BANK ABP, FILIAL I NORGE
14,751,411
20.67%
HOPE FOR MORE AS
10,554,903
14.79%
Pershing LLC
3,043,133
4.26%
EASY2CONNECT AS
2,873,334
4.03%
Interactive Brokers LLC
1,805,352
2.53%
JPMorgan Chase Bank, N.A., London
1,287,749
1.80%
DISTRIBUTED LEDGER TECHNOLOGIES, L
1,266,278
1.77%
SIMBA AS
1,100,000
1.54%
LARSEN
1,002,062
1.40%
SONGA CAPITAL AS
790,270
1.11%
SIX
-SEVEN AS
734,850
1.03%
SIX SIS AG
723,172
1.01%
Credit Suisse (Switzerland) Ltd.
712,403
1.00%
CAMACA AS
700,000
0.98%
DUO JAG AS
630,000
0.88%
Merrill Lynch, Pierce, Fenner & Sm
614,100
0.86%
HAUGSTAD
600,050
0.84%
VOLL
575,000
0.81%
Citibank, N.A.
548,400
0.77%
LINDLAND
531,168
0.74%
Other
26,529,634
37.17%
Total shares
71,373,269
100%
Shares DLT ASA owned by corporate management and board members as of 31 December 2022
Name
Position
Shares Options CFDs
Thomas Christensen*
CEO
2,923,334
1,004,167
-
Roger Lund**
VP Strategy
81,500
600,000
-
Kari Mette Toverud
Member of the board
128,412
501,500
-
James Haft
Chairman of the board
9,804,593
1,000,000
1,000,000
Viggo Leisner
Member of the board
630,000
500,000
-
Total
13,567,839
3,605,667
1,000,000
*Thomas Christensen resigned as CEO 28.02.2023
**Roger Lund steps in as Acting Managing Director as of 01.03.2023
Note 20 – Equity
48
Note 20 – Fixed Assets
Annual Accounts
Note 21 – Provisions and Contingent Liabilities
There are no contingent liabilities at 31.12.2022
(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 48,119
-
Loss for the period
- - - -67,076 -67,076
Discontinued operation
- - - - -
Other comprehensive income
- - - - -
Total comprehensive income
- - - -67,076 -67,076
Capital increase
61,674 144,579 -14,488 - 191,764
Repurchase of shares
- - 1,966 - 1,966
Share options cost
- - - 1,718 1,718
Warrants costs
- - - - -
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
(NOK '000)
Share capital
Share
premium fund
Other paid-in
capital Other equity Total
Equity 1 January 2022
92,122 644,969 272,710 -833,311 176,490
Result for the period
- - - -236,078 -236,078
Other comprehensive income
- - - - -
Total comprehensive income
- - - -236,078 -236,078
Capital increase
22,075 90,349 -2,737 - 109,688
Sale of own shares
- - - - -
Share options cost
- - - 30,269 30,269
Transaction with minority
- - - - -
Converted warrants
- - - - -
Total transactions with
owners
22,075 90,349 -2,737 30,269 139,957
Equity 31 December 2022
114,197 735,318 269,973 -1,039,120 80,369
49
Note 22 – Transactions with Related Parties
Annual Accounts
The Company have entered into a 6-month office lease
agreement with ProCorp. The lease agreement has a
three-month notice period.
Each of the Directors of the Board will be compensated
an hourly rate of NOK 1750 for work performed over and
beyond what regular director duties normally would
demand.
Note 23 – Transactions After the Balance Date
There have been two significant events following the
balance sheet date: 1) Sale of subsidiaries and 2) Equity
raise.
On 8 April 2023, the Company sold all of its foreign
operating subsidiaries, including its interest in Filecoin
cloud storage partnerships Storify and Helix. The
entities sold was:
• DSM Tech Enterprises Inc.
• Relay Partners LLC
• File Storage Company 1 Inc.
• Long Term Data Provision Partners Ltd.
• DLTx Digital Assets LLC
• DLTx Wireless LLC
In addition, the Company sold its interest in partnerships
Storify BV and SAS Helix.
As a result of the sale, the Company's overall debt
burden and operating expenses has been severely
reduced as an important part of the Company’s effort to
improve its financial situation and facilitate new strategic
initiatives.
On 11 April 2023 the Company signed an Investment
Agreement to issue 25,500,000 new shares in the
Company at a price equal to NOK 1.0 per share, the
investors signed the subscription agreement 14 April
2023, and settlement was made 20 April 2023. The
completion of the equity raise secured the Company's
going concern for the next 12 months.
We confirm, to the best of our knowledge, that the
financial statements for the period 1 January to 31
December 2022 have been prepared in accordance with
current applicable accounting standards and give a true
and fair view of the assets, liabilities, financial position
and profit or loss of the entity and the Company taken
as a whole.
We also confirm 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, April 27th, 2023, Board of Directors, DLTx ASA
Viggo Leisner
Board Member
Kari Mette Toverud
Chairperson
Roger Lund
Managing Director
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Responsibility Statement
Responsibility Statement
Financial Statements
51
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 officer (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
office 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
behavior 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 defined in article 3 of the Company’s
articles of association. “The company’s business is
investment activities in securities, digital assets and
other financial 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 financial
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 profile and providing enough financial
flexibility 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 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 significant 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 transactions
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 significant interest in a transaction or
agreement being entered into by the Group.
Corporate Governance
Financial Statements
52
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
announced 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 sufficiently 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
committee 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 management.
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
2022, the nomination committee consisted of three
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.
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, capacity, 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 financial
statements.
Financial Statements
53
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
regulations, the Group’s objectives and articles of
association and ethical guidelines, approve and
monitor major business and financial 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
managers; 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
responsibilities and duties between the Group’s board
and senior management. The chair of the Board is
responsible 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 define which decisions require
the Board’s approval.
The Group’s board shall lead the Group’s strategic
planning. The Group has determined specific
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 financial 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 identified, analyzed 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
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 sufficient 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.
Financial Statements
54
12. Remuneration of the Board
Remuneration to board members is determined by the
General Meeting, based on the nominating committee’s
recommendations. The remuneration reflects 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 specific
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 financial 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 financial calendar for the coming year will
be published no later than 31 December in the current
year. The financial calendar and other stock exchange-
related information will be first 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 Company’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
responsibility 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 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 finds that it cannot give the
shareholders a recommendation of whether they should
accept the bid or not, an explanation for this will be
given.
Financial Statements
55
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 specific 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 briefing on any significant changes in the
Group’s accounting principles, give an assessment of
major accounting estimates and report all significant
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 satisfies 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 specific assignments. The annual
accounts also include a specific 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 satisfactory
manner.
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Annual Report
2022
DLTx ASA
Grundingen 2
0250 Oslo
dltx.com