ASF GROUP LIMITED — Interim / Quarterly Report 2019

Oct 29, 2018

Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

+Rule 4.7B

Appendix 4C

Quarterly report for entities subject to Listing Rule 4.7B

Introduced 31/03/00 Amended 30/09/01, 24/10/05, 17/12/10, 01/09/16

Name of entity

ASF Group Limited ABN Quarter ended (“current quarter”) 50 008 924 570 30 September 2018

Consolidated statement of cash flows	Consolidated statement of cash flows	Current quarter	Current quarter	Year to date
		$A’000		(3 months)
				$A’000
1.	Cash flows from operating activities
1.1	Receipts from customers		569	569
1.2	Payments for
	(a) research and development		-	-
	(b) product manufacturing and operating		-	-
	costs
	(c) advertising and marketing		(123)	(123)
	(d) leased assets		-	-
	(e) staff costs		(550)	(550)
	(f) administration and corporate costs	(1,941)		(1,941)
1.3	Dividends received (see note 3)		-	-
1.4	Interest received		8	8
1.5	Interest and other costs of finance paid		(150)	(150)
1.6	Income taxes paid		-	-
1.7	Government grants and tax incentives		-	-
1.8	Other - GST refunds and misc expense		75	75
1.9	Net cash from / (used in) operating	(2,112)		(2,112)
	activities
2.	Cash flows from investing activities
2.1	Payments to acquire:
	(a) property, plant and equipment		(45)	(45)
	(b) businesses (see item 10)		-	-
	(c) investments		-	-

• See chapter 19 for defined terms 1 September 2016

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Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

Consolidated statement of cash flows	Consolidated statement of cash flows	Current quarter	Year to date
		$A’000	(3 months)
			$A’000
	(d) intellectual property	-	-
	(e) other non-current assets	(102)	(102)
2.2	Proceeds from disposal of:
	(a) property, plant and equipment	-	-
	(b) businesses (see item 10)	-	-
	(c) investments	-	-
	(d) intellectual property	-	-
	(e) other non-current assets	-	-
2.3	Cash flows from loans to other entities	(660)	(660)
2.4	Dividends received (see note 3)	-	-
2.5	Other (provide details if material)	-	-
2.6	Net cash from / (used in) investing	(807)	(807)
	activities
3.	Cash flows from financing activities
3.1	Proceeds from issues of shares	-	-
3.2	Proceeds from issue of convertible notes	-	-
3.3	Proceeds from exercise of share options	-	-
3.4	Transaction costs related to issues of	-	-
	shares, convertible notes or options
3.5	Proceeds from borrowings	-	-
3.6	Repayment of borrowings	-	-
3.7	Transaction costs related to loans and	-	-
	borrowings
3.8	Dividends paid	-	-
3.9	Other - security deposit released	130	130
	- shares buy-back	(9)	(9)
3.10	Net cash from / (used in) financing	121	121
	activities
4.	Net increase / (decrease) in cash and
	cash equivalents for the period
4.1	Cash and cash equivalents at beginning of
	quarter/year to date	4,565	4,565
4.2	Net cash from / (used in) operating	(2,112)	(2,112)
	activities (item 1.9 above)
4.3	Net cash from / (used in) investing activities	(807)	(807)
	(item 2.6 above)
4.4	Net cash from / (used in) financing activities	121	121
	(item 3.10 above)

• See chapter 19 for defined terms

1 September 2016

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Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

Consolidated statement of cash flows	Consolidated statement of cash flows	Current quarter	Year to date
		$A’000	(3 months)
			$A’000
4.5	Effect of movement in exchange rates on	(134)	(134)
	cash held
4.6	Cash and cash equivalents at end of	1,633	1,633
	quarter
5.	Reconciliation of cash and cash	Current quarter	Previous quarter
	equivalents	$A’000	$A’000
	at the end of the quarter (as shown in the
	consolidated statement of cash flows) to the
	related items in the accounts
5.1	Bank balances	1,633	1,633
5.2	Call deposits	-	-
5.3	Bank overdrafts	-	-
5.4	Other (provide details)	-	-
5.5	Cash and cash equivalents at end of	1,633	1,633
	quarter (should equal item 4.6 above)
6.	Payments to directors of the entity and their associates		Current quarter
			$A'000
6.1	Aggregate amount of payments to these parties included in item 1.2		384
6.2	Aggregate amount of cash flow from loans to these parties included		-
	in item 2.3
6.3	Include below any explanation necessary to understand the transactions		included in
	items 6.1 and 6.2
Consulting fees, directors fees and salary ($316), office lease ($68)

• See chapter 19 for defined terms 1 September 2016

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Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

7. Payments to related entities of the entity and their Current quarter associates $A'000

7.1 Aggregate amount of payments to these parties included in item 1.2 - 7.2 Aggregate amount of cash flow from loans to these parties included (660) in item 2.3

7.3 Include below any explanation necessary to understand the transactions included in items 7.1 and 7.2

• (i) On 12 October 2017, the Company entered into a loan facility agreement with Rey Resources Limited (“Rey”) for the granting of $1 million standby loan facility to Rey at an interest rate of 12% per annum and for a term of 1 year. The facility amount was subsequently increased to $1.5 million pursuant to a Deed of Amendment dated 18 December 2017. On 2 March 2018, the Company agreed to further increase the facility to $2 million and to extend the loan maturity date to 31 December 2019. On 18 July 2018, the Company agreed to further increase the loan facility to $2.5 million. As at 30 September 2018, a total of $2.4 million had been drawn down by Rey.

• (ii) On 14 November 2017, the Company entered into a loan facility agreement with ActivEX Limited (“AIV”) for the granting of $1 million standby loan facility to AIV at an interest rate of 12% per annum and for a term of 1 year. On 24 September 2018, the Company agreed to increase the facility to $2 million and extend the maturity date to 31 December 2019. A total of $905,000 had been drawn down by AIV as at 30 September 2018.

8.	Financing facilities available	Total facility amount	Amount drawn at
	Add notes as necessary for an	at quarter end	quarter end
	understanding of the position	$A’000	$A’000
8.1	Loan facilities	-	-
8.2	Credit standby arrangements	-	-
8.3	Other (Convertible Loan)	15,000	6,000

• 8.4 Include below a description of each facility above, including the lender, interest rate and whether it is secured or unsecured. If any additional facilities have been entered into or are proposed to be entered into after quarter end, include details of those facilities as well.

• $15 million (as amended by a Deed of Amendment dated 29 December 2017) unsecured convertible loan facility granted by Star Diamond Developments Limited at the following terms:

• (a) Interest rate – 10% per annum, payable in cash on quarterly basis; (b) Maturity date – 31 October 2020;

• (c) Repayment – ASF may, at its sole discretion, repay the outstanding loan and interest by either one or combination of (i) the issue of shares in ASF’s subsidiaries; or (ii) the transfer of securities held by ASF or its subsidiaries; or (iii) cash.

9.	Estimated cash outflows for next quarter	$A’000
9.1	Research and development		-
9.2	Product manufacturing and operating costs		-
9.3	Advertising and marketing		(2)
9.4	Leased assets		-
9.5	Staff costs		(422)
9.6	Administration and corporate costs		(1,274)
9.7	Other (Loans to related entities)		(250)
9.8	Total estimated cash outflows		(1,948)

• See chapter 19 for defined terms 1 September 2016

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Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

10.	Acquisitions and disposals of	Acquisitions	Disposals
	business entities
	(items 2.1(b) and 2.2(b) above)
10.1	Name of entity	n/a	n/a
10.2	Place of incorporation or	n/a	n/a
	registration
10.3	Consideration for acquisition or	n/a	n/a
	disposal
10.4	Total net assets	n/a	n/a
10.5	Nature of business	n/a	n/a

Compliance statement

• 1 This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.

• 2 This statement gives a true and fair view of the matters disclosed.

30/10/2018 Sign here: ............................................................ Date: ............................................. (Director/Company secretary) William Kuan Print name: .........................................................

Notes

1. The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity that wishes to disclose additional information is encouraged to do so, in a note or notes included in or attached to this report.

2. If this quarterly report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 107: Statement of Cash Flows apply to this report. If this quarterly report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standard applies to this report.

3. Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.

4. See chapter 19 for defined terms 1 September 2016

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