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CLEARVUE TECHNOLOGIES LIMITED Annual Report 2020

Sep 29, 2020

64697_rns_2020-09-29_61ee8a84-9854-4929-b897-40225c025647.pdf

Annual Report

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CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES

ABN 45 071 397 487

Consolidated Annual Report

30 June 2020

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

COMPANY INFORMATION

DIRECTORS

Mr Victor Rosenberg, Executive Chairman Mr Stuart Carmichael, Non-Executive Director Mr Roger Steinepreis, Non-Executive Director

COMPANY SECRETARY

Mr Brett Tucker Ms Deborah Ho

REGISTERED OFFICE

Ground Floor 16 Ord Street West Perth WA 6005

PRINCIPAL BANKERS

National Australia Bank Limited Level 12, 100 St Georges Terrace Perth WA 6000

AUDITORS

Grant Thornton Audit Pty Ltd Level 43, Central Park 152-158 St Georges Terrace Perth WA 6000

SOLICITORS

Steinepreis Paganin 16 Milligan Street Perth WA 6000

SHARE REGISTRY

Automic Group Level 2, 267 St George Terrace Perth WA 6000

STOCK EXCHANGE LISTING

Shares are listed on the Australian Securities Exchange (ASX code: CPV)

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

INDEX

Page
Executive Chairman’s letter 1
Directors’ Report 4
Auditor’s Independence Declaration 22
Consolidated Statement of Profit or Loss and Other Comprehensive Income 23
Consolidated Statement of Financial Position 24
Consolidated Statement of Changes in Equity 25
Consolidated Statement of Cash Flows 26
Notes to the Consolidated Financial Statements 27
Directors’ Declaration 58
Independent Auditor’s Report 59
ASX Additional Information 63

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

EXECUTIVE CHAIRMAN’S LETTER

Dear Shareholders,

On behalf of the Board I am delighted to present to you the ClearVue Technologies Limited Annual Report for the year ending 30 June 2020.

ClearVue is an Australian technology company that operates in the building integrated photovoltaic (BIPV) sector which involves the integration of solar technology into glass and building surfaces. Specifically, ClearVue has developed advanced glass technology that preserves glass transparency to maintain building aesthetics whilst generating electricity from windows. Solar PV cells are incorporated around the edges of an insulated glass unit (IGU) used in windows, and the lamination interlayer between the glass in the IGU incorporates ClearVue’s patented proprietary nano and microparticles as well as its spectrally selective coating on the rear external surface of the IGU.

The Company has previously reported on its response to the rapidly evolving global health and economic conditions posed by the COVID-19 pandemic. I am pleased to confirm that at this stage ClearVue’s operations have only been mildly affected in some areas when dealing with third parties outside of Australia. Generally, however and to date the Company has continued to operate largely unaffected.

In the context of the pandemic the Company recently announced a strategic review of priorities to ensure the Company can come through the pandemic delivering maximum value to shareholders as global markets begin re-opening. The strategic review entailed a reset of strategy to better manage the challenges posed by the pandemic including the inability to travel, potential impacts that may continue to be experienced with the Company’s suppliers, distributors and other licensees, as well as disruptions in global trade relations.

In summary during the last twelve months and despite the impacts of the pandemic the Company has successfully progressed the business on multiple fronts including in relation to development of its team, building solid sales and leads pipeline, as well as progressing the technical, commercial, intellectual property and the corporate and financial aspects to its business. Of most interest to shareholders, ClearVue’s sales and licensing efforts have continued to progress globally with the Company concentrating its efforts in the target geographies of Europe and the US, as well as at home in Australia.

In the context of the Company’s sales and marketing focus it has recently announced that it is establishing a new digital sales and marketing campaign that will form a key part of the Company’s lead generation strategy in the target geographies mentioned - whilst minimising the need to travel in the context of the pandemic.

Highlights from 1 July 2019 to date:

Personnel

24 Aug 20 Additionally, the Board was further restructured with the appointment of Mr Roger Steinepreis to the board and the stepping down of Mr Jamie Lyford and Mr Sean Rosenberg from the Board. Mr Steinepreis brings extensive ASX board experience to the new Board. Mr Lyford continues in an expanded executive capacity as Chief Operating Officer and General Counsel to support Mr Jagger.

23 Jul 20 After conclusion of the Financial Year, ClearVue appointed Mr Ken Jagger as its interim Chief Executive Officer, with myself stepping down as CEO but continuing as Executive Chairman. Mr Jagger brings 17 years’ experience in sales and finance to the Company.

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CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

EXECUTIVE CHAIRMAN’S LETTER

23 Jun 20 Mr Ivan Wu stepped down from the Board as a first step in a planned board and corporate
restructure as outlined above.
1 Jun 20 ClearVue appointed Dr Mikhail Vasiliev as its Lead Scientist. Dr Vasiliev joins ClearVue
from Edith Cowan University having worked on development of the Company’s core
technologies over the last approximately 10 years.
1 Jun 20 ClearVue appointed Mr Chistopher Cole as the Company’s in-house mechatronic engineer
to progress its work in development of the hardware and software for the Company’s
SmartVue™ smart façade technologies and products.

Sales Focussed Collaborations

  • 27 Jul 20 ClearVue signed an MOU with Virtuality Venues LLC in the US for what the parties believe will be the deployment of the largest display of self-powered dynamically switchable glass in one location – the project comprises 568 acres and will include amongst other things 12 hotels, a themed attraction area, golf course, conference centre and a technology display area for green and renewable technologies. ClearVue (or a US based licensee) seeks to enter into a Supply and Purchase agreement for the supply of ClearVue’s products into the project that will run over approximately 7 years and is expected to break ground late in 2020.

  • 23 Apr 20 ClearVue signed a Letter of Intent with Jinmao Green Building Technology Co. in China (a subsidiary of Fortune 500 Sinochem) to complete a demonstration villa in Hebei Province China with a view to then entering into a distribution agreement or joint venture for supply of ClearVue’s product in mainland China.

  • 14 Apr 20 ClearVue signed a collaboration agreement with eLstar Dynamics BV of the Netherlands to pursue development of a combined self-powered electrophoretically switchable dynamic glazing solution, conduct a trial and develop joint global sales opportunities for the combined product.

  • 14 Oct 19 ClearVue entered into Collaboration Agreement with ROOTS Agriculture (ASX: ROO) to explore joint sales opportunities and complete a demonstration greenhouse in Israel. The demonstration has been postponed due to COVID presently.

  • 2 Sep 19 ClearVue signed a Collaboration Agreement with CSME Power Systems Pte Ltd in Singapore.

  • 20 Aug 19 ClearVue entered into a Collaboration Agreement with Swedish micro-homes developer Attefallshus.

  • 14 Aug 19 ClearVue entered into a collaboration with US sustainability specialist Aquagen Infrastructure Systems to develop a wastewater treatment greenhouse in conjunction with ClearVue in Massachusetts and to collaborate on joint sales opportunities in the US.

Suppliers, Manufacturers and Distributors

  • 6 Jul 20 ClearVue appointed Insulsteel Building Sciences LLC as a manufacturer and distributor for the US for sales of the ClearVue product in conjunction with sales of Insulsteels EPS and steel insulated wall panels. Insulsteel seeks to build a plant to manufacture ClearVue’s solar PV IGUs for its own use in various projects.

19 Dec 19 ClearVue signed a OEM Manufacturing Agreement with YY Windows in Shanghai region of China

  • 17 Dec 19 ClearVue appointed Full Treasure as exclusive distributor for Hong Kong and Macau. 18 Nov 19 ClearVue signed a OEM Supply Agreement with BeyondPV of Taiwan for manufacture and supply to ClearVue and its OEM glazing suppliers of the solar PV strips used in the ClearVue end product. This followed an earlier MOU of 15 July 2019.

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CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

EXECUTIVE CHAIRMAN’S LETTER

Product Development

  • 7 May 20 ClearVue announced the development of a new prototype design of its product that increases the power output by 33% to 40w per sqm at peak. Work was completed with D2 Solar in California. Whilst there is still work to be done to integrate the improvements into the core ClearVue product this represents a major milestone for the Company in its product roadmap. Further work is expected to improve upon the results obtained.

  • 9 Dec 19 ClearVue confirmed completion of IEC certification testing of its products clearing way for sales in Europe and other regions.

  • 28 Nov 19 ClearVue confirmed completion of UL certification testing of its products clearing the way for sales in USA.

  • 18 Sep 19 ClearVue announced that it had produced large demonstration IGU panels at 2.3m high x 1.2m wide (and the ability to create larger sized panels).

Corporate

  • 25 Aug 20 After conclusion of the Financial Year, ClearVue completed a Placement to professional and sophisticated investors to raise approximately $3.04m before costs.

  • 6 Sep 19 ClearVue confirmed receipt of c.$602,000 as an R&D tax credit from the ATO.

  • 5 Sep 19 ClearVue announced a Share Purchase Plan (SPP) to raise $2m before costs and a proposed placement to raise a further $2m (Top Up). The SPP was completed but the Top Up was not progressed.

The Company continues its work to prepare for the 2020-2021 financial year including furthering plans towards its strategic reset: this includes a board and management restructure to ensure best corporate governance and operational efficiency; progressing commercialisation and sales opportunities; and completing steps to execute on current pipeline opportunities.

The ClearVue board and management are very excited about the year ahead for the Company and look forward to keeping shareholders updated with each new milestone achieved.

ClearVue Technologies Limited

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Victor Rosenberg Executive Chairman

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CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ REPORT

The directors are pleased to present the audited consolidated financial report of ClearVue Technologies Limited ABN 45 071 397 487 (“the Company”) and its controlled entities (“the Group”) for the year ended 30 June 2020.

DIRECTORS

The name of the directors in office at any time during or since the end of the year are:

Mr Victor Rosenberg Mr Stuart Carmichael Mr Roger Steinepreis (appointed 25 August 2020) Mr Jamie Lyford (resigned 25 August 2020) Mr Sean Rosenberg (resigned 25 August 2020) Mr Ivan Wu (resigned 22 June 2020)

The qualifications, experience and special responsibilities of each director are as follows:

Mr Victor Rosenberg Dip Pham, MPS (SA)

Executive Chairman

Mr V Rosenberg started Tropiglas Pty Ltd in 1996 and is its driving force and major shareholder. Mr V Rosenberg is a qualified pharmacist with extensive business experience in senior management and sales related positions. He has been in the industry for over 27 years having started and owned a number of private businesses, including pharmaceutical, toiletry and food manufacturing businesses. Mr V Rosenberg has previously won an international innovation award for developments in food processing technologies. He consults to a number of public and private companies in the areas of pharmaceuticals, biotechnology and health foods. Mr V Rosenberg is presently not a director of any other listed companies, nor held a directorship within the last 3 years before the end of 30 June 2020.

Mr Stuart Carmichael BCom, CA

Non-Executive Director

Mr Carmichael is a Chartered Accountant with over 20 years of experience in the provision of corporate advisory services both within Australia and internationally. Mr Carmichael is a principal and director of Ventnor Capital Pty Ltd and Ventnor Securities Pty Ltd which specialises in the provision of corporate and financial advice to small cap ASX listed companies including capital raisings, initial public offerings, corporate restructures and mergers and acquisitions. Mr Carmichael graduated from the University of Western Australia with a Bachelor of Commerce degree, gaining experience with KPMG Corporate Finance in Perth and London before joining ASX listed property services and engineering company UGL Limited (ASX:UGL).

Mr Carmichael is currently the Non-Executive Chairman of Schrole Group Limited (ASX:SCL), NonExecutive Chairman of K-TIG Limited (ASX:KTG), Non-Executive Director of Osteopore Limited (ASX:OSX), Non-Executive Director of De.mem Limited (ASX:DEM) and Non-Executive Director of Swick Mining Services Limited (ASX:SWK).

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CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ REPORT

Mr Roger Steinepreis BJuris, LLB

Non-Executive Director (Appointed 25 August 2020)

Mr. Steinepreis is a corporate and resources lawyer with over 30 years’ experience. He is the legal adviser to several public companies on a wide range of corporate related matters, with a focus on company restructures, initial public offerings and takeovers. Mr. Steinepreis serves as the Executive Chairman of Steinepreis Paganin, one of the largest specialist corporate law firms in Perth, Australia. He currently serves as Non-Executive Director on various Boards including Petronor E&P Limited (Oslo Axess: PNOR), Latitude Consolidated Limited (ASX: LCD), and is NonExecutive Chairman of Apollo Consolidated Limited (ASX: AOP).

Mr Sean Rosenberg ICAA

Non-Executive Director (Resigned 25 August 2020)

Mr S Rosenberg is a member of the Institute of Chartered Accountants in Australia, with over 12 years professional experience in finance, auditing, and accounting of Listed Corporations. He has 17 years’ experience in business as both a director and owner of a company involved in the import, export and wholesale of Optical and Sunglass products. Mr S Rosenberg’s business experience includes product development and sourcing in Asia and Europe, management of national sales teams and business financing. Mr S Rosenberg is presently not a director of any other listed companies, nor held a directorship within the last 3 years before the end of 30 June 2020.

Mr Jamie Lyford

BCom, LLB, LLM, PGradDip IT

Executive Director (Resigned 25 August 2020)

Mr Lyford has over 20 years’ experience working in the areas of intellectual property (IP), commercialisation and technology both as an IP and commercialisation lawyer and as a commercialisation adviser. In his work as a lawyer he has worked with a number of well-known local and interstate law and patent firms and internationally with a specialist IT law firm as well as in-house with BHP and multinational IT services provider ATOS. As a commercialisation adviser, Mr Lyford has assisted a number start-up and early stage companies both as an adviser and a director (of which he retains a number of current positions). He has also operated and managed the Western Australian government’s Innovation Centre incubator under two separate outsourced consultancy terms where he was responsible for assisting innumerable innovative West Australian businesses on their path to successful commercialisation.

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CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ REPORT

Mr Ivan Wu

BASc (ComSc)

Non-Executive Director (Resigned 22 June 2020)

Mr Wu is currently a director of ICW Capital, a corporate consulting business in Australia. He has more than 20 years' commercial experience in the utility, technology and resource industries. Mr Wu was previously a founding director of a private corporate management company in Australia in 2007. He previously held roles of company secretary and directorship in various Australian Securities Exchange (ASX) listed companies. He facilitated the successful listing of Legacy Iron Ore Limited (ASX: LCY), iCandy Interactive Limited (ASX: ICI) and iGlobal Holdings Limited (NSX: IGH). In recent years, Mr Wu has been involved in corporate advisory role assisting IPO, corporate restructuring, merger and acquisitions, investor relations and equity capital market for public listed companies. He managed the successful listing of ClearVue in May 2018. He was a Director of listed company iGlobal Holdings Limited up till August 2017.

COMPANY SECRETARY

Mr Brett Tucker

BCom, CA

Mr Tucker is a qualified Chartered Accountant who has acted as Company Secretary to a number of ASX listed and private companies.

Ms Deborah Ho

BCom, AGIA

Ms Ho has over six years of experience in company secretarial, corporate compliance and financial accounting matters. She has acted as Company Secretary to a number of ASX listed and private companies.

REMUNERATION REPORT (AUDITED)

This report, which forms part of the Directors’ report, outlines the remuneration arrangements in place for the key management personnel (“KMP”) of ClearVue Technologies Limited for the financial year ended 30 June 2020. The information provided in this remuneration report has been prepared in accordance with the requirements of the Corporations Act 2001 and its Regulations and have been audited as required by Section 308(3C) of the Corporations Act 2001.

Key Management Personnel

The KMP of the Company during or since the end of the financial year were as follows:

Directors Period of Employment (to present)
Mr Victor Rosenberg, Executive Chairman Appointed 13 November 1995
Mr Stuart Carmichael, Non-Executive Director Appointed on 19 January 2018
Mr Roger Steinepreis, Non-Executive Director Appointed 25August 2020
Mr Sean Rosenberg, Non-Executive Director Appointed on 14 June 2009
Resigned 25August 2020
Mr Jamie Lyford, Executive Director Appointed on 27 January 2017
Resigned 25August 2020
Mr Ivan Wu, Non-Executive Director Appointed on 13 April 2017
Resigned 22 June 2020

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CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ REPORT

Remuneration Policy

The Company’s remuneration policy for its KMP has been developed by the Board taking into account the size of the Company, the size of the management team, the nature and stage of development of the Company’s current operations, and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors.

In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues in determining the remuneration policy for KMP:

  • Sales contract awards;

  • Technology development milestones; and

  • The performance of the Company’s shares as quoted on the Australian Securities Exchange.

Remuneration Committee

Due to the current size of the Company, the Board did not implement a Remuneration Committee during the year, as such the Board of Directors of the Company is responsible for determining and reviewing compensation arrangements for the Directors and the executive team.

Remuneration Structure

In accordance with best practice corporate governance, the structure of Non-Executive Director and executive remuneration is separate and distinct.

Non-Executive Director Remuneration

The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.

The ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be determined from time to time by a general meeting. The Constitution states that the Company may pay to the Non-Executive Directors a maximum total amount of director's fees, determined by the Company in general meeting, or until so determined, as the Directors resolve. Fees for the NonExecutive Directors’ are presently set at $350,000 per annum including superannuation. These fees cover main board activities only. Non-Executive Directors may receive additional remuneration for other services provided to the Company.

The Non-Executive salary remuneration became effective from the date of the appointment of the Company to the Official List of the Australian Securities Exchange.

Executive Remuneration

The Company’s remuneration policy is to provide a fixed remuneration component and a short- and long-term performance-based component. The Board believes that this remuneration policy is appropriate given the considerations discussed in the section above and is appropriate in aligning executives’ objectives with shareholder and business objectives.

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CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ REPORT

Fixed Remuneration

Fixed remuneration consists of base salaries, as well as employer contributions to superannuation funds and other non-cash benefits. Fixed remuneration is reviewed annually by the Board. The process consists of a review of company and individual performance, relevant comparative remuneration externally and internally and, where appropriate, external advice on policies and practices.

Performance Based Remuneration – Short Term Incentive

The Board has not implemented a system where Executives are entitled to annual cash bonuses. The Company may provide pay performance bonuses to Executives as determined by the Board from time to time. No bonuses were paid or are payable in relation to the 2020 financial year.

Company Performance Shares and Options

The Board has previously chosen to issue Performance Shares (where appropriate) to some executives as a key component of the incentive portion of their remuneration, in order to attract and retain the services of the executives and to provide an incentive linked to the performance of the Company.

Performance Based Remuneration – Long Term Incentive

In the future the Board may grant Options to executives and key consultants to provide incentivebased remuneration, with exercise prices at and/or above market share price (at the time of agreement). As such, Incentive Options granted to executives will generally only be of benefit if the executives perform to the level whereby the value of the Company increases sufficiently to warrant exercising the Incentive Options granted. It is considered the performance of the executives and the performance and value of the Company are closely related.

The Company prohibits executives entering into arrangements to limit their exposure to Performance Shares or Incentive Options granted as part of their remuneration package.

Long-Term Incentive Plans

The Company has implemented an Employee Incentive Plan and a Loan Funded Share Plan and the ClearVue Officer, Employee and Adviser Share Plan.

Employee Incentive Plan

Under the Employee Incentive Plan, the Company may grant options to subscribe for Shares entitling the holder to be issued Shares on terms and conditions set by the Board at its discretion.

The material terms of the Employee Incentive Plan are as follows:

(a) The purpose of the Plan is to:

  • assist in the reward, retention and motivation of eligible persons;

  • to align the interests of eligible persons more closely with the interests of shareholders, by providing an opportunity for eligible persons receive an equity interest in the form of Awards; and

  • to provide eligible persons with the opportunity to share in any future growth in value of the Company.

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CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ REPORT

  • (b) The following persons can participate in the Plan if the Board makes them an offer to do so: - a director;

  • a full-time or part-time employee;

  • a contractor; or

  • a casual employee of the Company or an associated body corporate and includes a person who may become an eligible person within (i) to (iv) above subject to accepting an offer of engagement for that role.

  • (c) Plan Options issued under the Plan are subject to the terms and conditions set out in the Rules, which include:

  • Vesting Conditions – which are time-based criteria, requirements or conditions (as specified in the offer and determined by the Board) which must be met prior to Awards vesting in a participant, which the Board may throughout the course of the period between the grant of an Award and its vesting, waive or accelerate as the Board considers reasonably appropriate;

  • Performance Conditions – which are conditions relating to the performance of the Group and its related bodies corporate (and the manner in which those conditions will be tested) as specified in an offer and determined by the Board; and

  • Exercise Conditions – which are criteria, requirements or conditions, as determined by the Board or under the Plan, which must be met (notwithstanding the satisfaction of any Vesting Conditions and/or Performance Conditions) prior to a Participant being entitled to exercise vested Awards in accordance with clauses 8 and 9. Clause 8 prohibits the disposal of any incentive plan 12 months from the date the Plan Shares were issued to the holder, unless there is prior written approval of the Directors, or pursuant to an IPO or Takeover. Subject to the approval of the Directors, the employee may request that Plan Shares be allotted to a Related Entity of the employee under Clause 9.

  • (d) In accordance with ASIC Class Order 14/1000, the total Awards that may be issued under the Plan will not exceed 5% of the total number of Shares on issue. In calculating this limit, Awards issued to participants under the Plan other than in reliance upon this Class Order are discounted.

  • (e) The Board has the unfettered and absolute discretion to administer the Plan.

  • (f) Awards issued under the Plan are not transferable and will not be quoted on the ASX.

The Rules otherwise contain terms and conditions considered standard for long-term incentive plan rules of this nature.

There were no options issued under the Employee Incentive Plan during the year (2019: Nil).

Loan Funded Share Plan

Under the Loan Funded Share Plan, the Company may grant Shares to a participant and may provide a loan to facilliate the acquisition of the Plan Shares. The terms of the loan and price of the Shares is determined by the Board.

The material terms of the Loan Funded Share Plan are as follows:

(a) The purpose of the Plan is to:

  • assist in the reward, retention and motivation of eligible persons;

  • to align the interests of eligible persons more closely with the interests of shareholders, by providing an opportunity for eligible persons to increase their ownership interest in the Company; and

  • to provide eligible persons with the opportunity to share in any future growth in value of the Company.

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CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ REPORT

  • (b) The following persons can participate in the Plan if the Board makes them an offer to do so:

  • a director;

  • a full-time or part-time employee;

  • any other person who the Board determines is eligible to participate in the Plan.

  • (c) Loans offered under the Plan to facilitate the acquisition of Plan Shares will be interest free and end on 10 years from the Share Grant Date, or earlier in accordance with the Plan Rules.

  • (d) The total Shares that may be issued under the Plan in the previous five years, excluding any offers made in accordance with s708 of the Corporations Act, will not exceed 10% of the total number of Shares on issue.

  • (e) The Board has the unfettered and absolute discretion to administer the Plan.

  • (f) Shares issued under the Plan are not transferable.

The Rules otherwise contain terms and conditions considered standard for loan funded share plan rules of this nature.

There were no Shares issued under the Loan Funded Share Plan during the current financial year.

During the year ended 30 June 2017, shares were issued under the Loan Funded Share Plan to then members of the Board. All loans are outstanding at 30 June 2020 and at the date of this report. Such loans are to be settled on or before 19 September 2027.

Holder Position No of shares Loan amount
Mr Victor Rosenberg Executive Chairman 1,000,000 $150,000
Mr Jamie Lyford Executive Director 1,950,000 $292,500
Mr Sean Rosenberg Non-Executive Director 125,000 $18,750
Mr Ian Rosenberg Former Non-Executive Director 125,000 $18,750

The remuneration report details the remuneration arrangements for KMP who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

ClearVue Officer, Employee and Adviser Share Plan

The Company has also adopted a share plan called the ‘ClearVue Officer, Employee and Adviser Share Plan’ ( OEASP ) pursuant to which the Company may issue shares in the Company to participants. The difference between the OEASP and the Loan Funded Share Plan is that participants in the OEASP can be issued Shares at no cost and without loans being made by the Company. The OEASP was approved by Shareholders on 13 April 2017 (and is referenced at page 141 of the IPO Prospectus). A summary of the rules of the OEASP is set out below:

  • (a) (Eligibility): The Company may issue Shares to full time or part time officers, employees and advisers of the Company or any associated body corporate, or any other person who the Board determines is eligible to participate in the OEASP.

  • (b) (Consideration): No subscription price is payable for Shares issued under the OEASP. Shares issued under the OEASP vest on issue but cannot be transferred for 12 months. The Board may waive the transfer restrictions, including in circumstances where a takeover offer is made for the Company. Shares issued under the OEASP carry with them the same rights to vote and receive dividends or capital distributions as other ordinary shares of the Company which are on issue.

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CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ REPORT

There were no shares issued under the OEASP during the year (2019: Nil).

The remuneration report details the remuneration arrangements for KMP who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Executive Director Service Agreements

The Company has entered into employment agreements with both Mr V Rosenberg and Mr Lyford dated 18 January 2018 respectively (both varied by letter on 1 January 2020), pursuant to which the Company has engaged Mr V Rosenberg as Executive Chairman and Mr Lyford as Executive Director.

The material terms and conditions of the Employment Agreements are summarised below: (a) Term: The Employment Agreements commenced on the date of the Company’s admission to the Official List (on 23 May 2018) and each Employment Agreement continues until terminated in accordance with its terms. The Employment Agreements were varied on 12 December 2019 with variations becoming effective 1 January 2020.

(b) Remuneration: From 1 January 2020, Mr V Rosenberg and Mr Lyford received, annual salaries inclusive of statutory superannuation of approximately $232,000 and $202,000 respectively. (c) Incentive Programs: The Executives may participate in any incentive plan that the Company may introduce from time to time.

(d) Termination: The Company may immediately terminate the employment of Mr V Rosenberg and Mr Lyford by written notice for a number of standard events including, but not limited to, if at any time such Executive:

(i) commits a serious or repeated or continual breach of the obligations under their Executive Agreement;

(ii) is guilty of any serious misconduct or serious neglect or dishonesty in the discharge of their duties under their Executive Agreement; or

(iii) act in a manner which, in the reasonable opinion of the Company, brings the name or reputation of the Company or any member of the Company group into serious disrepute or prejudices the interests of the business of the Company.

The Company or the Executives may terminate the Executive Agreements for any reason by giving 6 months’ written notice. The Employment Agreements contains other standard terms and conditions expected to be included in contracts of this nature.

Relationship between Remuneration of KMP and Shareholder Wealth and Earnings

The Board anticipates that the Company will retain earnings (if any) and other cash resources for the development of its business activities. The Company does not currently have a policy with respect to the payment of dividends and returns of capital however this will be reviewed on and in relation to, the nature and amount of remuneration of KMP and dividends paid and returns of capital by the Company during the current and previous four financial years.

The Company did not consider appreciation of the Company’s shares when setting remuneration.

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CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ REPORT

The Board did issue Performance Shares to Key Management Personnel and has implemented a Loan Funded Share Plan which will generally be of value if the Company’s shares appreciate over time. However, it should be noted that all Director Shares granted under the Loan Funded Share Plan and all Performance Shares had been imposed in escrow (sale) restriction period for two years after listing. This is in line with the Company policy that Company securities be used for long term incentive for Directors.

Amount of Remuneration

Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables. The proportion of remuneration linked to performance and the fixed proportion are as follows:

Fixed remuneration Fixed remuneration At risk - STI At risk - STI At risk - LTI At risk - LTI
Name 2020 2019 2020 2019 2020 2019
Directors
Mr V Rosenberg 100% 100% - - - -
Mr S Rosenberg 100% 100% - - - -
Mr Lyford 100% 100% - - - -
Mr Wu 100% 100% - - - -
Mr Carmichael 100% 100% - - - -

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Total 226,000 30,113 195,999 30,113 30,113 512,338
Equity-settled Share- Based Payments Shares /
Options /
Units
Performance
Rights -
-
-
-
-
-
-
-
-
-
-
-
Long-term Benefits Incentive
Leave
Plans -
13,937
-
-
-
10,496
-
-
-
-
-
24,433
2020
Post-
employment Short-term Benefits
Benefits
Salary,
Profit
Non-
Other
Super
Other*
Fees &
Share &
monetary
Leave
Bonus
Directors Mr V Rosenberg
183,323
-
-
10,000
18,740
-
Mr S Rosenberg
27,500
-
-
-
2,613
-
Mr Lyford
159,366
-
-
10,000
16,137
-
Mr Wu
27,500
-
-
-
2,613
-
Mr Carmichael
27,500
-
-
-
2,613
-
425,189
-
- 20,000
42,716
-
* Relates to motor vehicle allowances
Total 210,000 27,375 179,998 27,375 27,375 232,981 705,104
Equity-settled Share- Based Payments Shares /
Options /
Units
Performance
Rights -
-
-
-
-
-
-
-
-
-
98,000
-
98,000
-
Long-term Benefits Incentive
Leave
Plans -
-
-
-
-
-
-
-
-
-
-
-
-
-
2019
Post-
employment Short-term Benefits
Benefits
Salary,
Profit
Non-
Other
Super
Other*
Fees &
Share &
monetary
Leave
Bonus
Directors Mr V Rosenberg
182,649
-
-
9,999
17,352
-
Mr S Rosenberg
25,000
-
-
-
2,375
-
Mr Lyford
155,250
-
-
9,999
14,749
-
Mr Wu
25,000
-
-
-
2,375
-
Mr Carmichael
25,000
-
-
-
2,375
-
Key Management Personnel Mr Harmer (a)
125,481
-
-
-
9,500
-
538,380
-
-
19,998
48,726
-
(a) Resigned 14 February 2019 * Relates to motor vehicle allowances

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ REPORT

Performance Shares

No performance shares were issued as remuneration to directors and other key management personnel in this financial year. Refer to Related Party Transaction note for details of options issued to associates of Directors.

Options

No options were issued as remuneration to directors and other key management personnel in this financial year. Refer to Related Party Transaction note for details of options issued to associates of Directors.

Shareholding

The number of shares held during the financial year by each director and members of key management personnel of the Company, including their personally related parties, is set out below:

Ordinary shares
Mr V Rosenberg
Mr S Rosenberg
Mr Lyford
Mr Carmichael
Mr Wu
Balance at
the start of
the year
Received
as part of
remunera
tion
Additions
Disposals
/ Other
Balance
at the end
of the
year
22,410,099
-
-
-
22,410,099
774,000
-
-
-
774,000
3,550,000
-
-
-
3,550,000
100,000
-
-
-
100,000
1,362,388
-
-
(150,000)
1,212,3881
28,096,487
-
-
(150,000)
28,046,487

1 Balance at date of resignation, 22 June 2020

Other Transactions with Key Management Personnel and Their Related Parties

During the financial year, the following payments were made to director-related entities:

Corporate advisory and promoter services from ICW Capital[1 ] $ 24,000 Company secretarial services from Ventnor Capital Pty Ltd[2] $ 80,590

1 Director-related entity of Mr Wu

2 Director-related entity of Mr Carmichael

The current trade payable balance as at 30 June 2020 included $4,290 owing to Ventnor Capital Pty Ltd. All transactions were made on normal commercial terms and conditions and at market rates.

15

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED) (CONTINUED)

Convertible Security Holding

The number of convertible securities held during the financial year by each director and members of key management personnel of the Company, including their personally related parties, is set out below:

Performance
Shares
Mr V Rosenberg
Mr S Rosenberg
Mr Lyford
Mr Carmichael
Mr Wu
Options
Mr V Rosenberg
Mr S Rosenberg
Mr Lyford
Mr Carmichael
Mr Wu
Balance at
the start of
the year
Granted
10,000,000
-
-
-
3,000,000
-
-
-
-
-
Exercised
-
-
-
-
-
Expired /
Forfeited /
Other
Balance at
the end of
the year
-
10,000,000
-
-
-
3,000,000
-
-
-
-
13,000,000
-
- -
13,000,000
22,660,099
-
750,000
-
3,550,000
-
800,000
-
-
-
-
-
-
-
-
-
22,660,099
-
750,000
-
3,550,000
-
800,000
-
-
27,760,099
-
- -
27,760,099

End of Remuneration Report

PRINCIPAL ACTIVITIES

The principal activities of the Company during the year were developing a sales and leads pipeline for the Company’s products, licensing activities to appoint new manufacturers and distributors, as well as research and development activities applied to the Company’s world leading solar glass technology. There were no significant changes in the nature of the activities of the Company during the financial year.

REVIEW OF OPERATIONS AND FINANCIAL RESULTS

The operating loss of the Group for the financial year after providing for income tax amounted to $2,049,191 (2019: $3,852,963), with net cash used in operating activities of $2,369,731 (2019: $2,528,407).

16

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ REPORT

During the financial year ended 30 June 2020, the Company has been focussed on the commercialisation of the Company’s technology. The Company entered into a several different Memorandums to further the development and distribution of the ClearVue products in Australia, Europe, Liddle East and South Africa.

The Company also completed a number of major milestones including completion of UL and IEC product certification testing, demonstrated new significant sized products (2.3m high x 1.2m wide) and also demonstrated a new prototype design showing a 33% increase in power to 40w per sqm peak.

OPERATIONAL ACTIVITIES

Corporate

  • 25 Aug 20 After conclusion of the Financial Year, ClearVue completed a Placement to professional and sophisticated investors to raise approximately $3.04m before costs.

  • 6 Sep 19 ClearVue confirmed receipt of c.$602,000 as an R&D tax credit from the ATO.

  • 5 Sep 19 ClearVue announced a Share Purchase Plan (SPP) to raise $2m before costs and a proposed placement to raise a further $2m (Top Up). The SPP was completed but the Top Up was not progressed.

Personnel

  • 23 Jun 20 Mr Ivan Wu stepped down from the Board.

  • 1 Jun 20 ClearVue appointed Dr Mikhail Vasiliev as its Lead Scientist. Dr Vasiliev joins ClearVue from Edith Cowan University having worked on development of the Company’s core technologies over the last approximately 10 years.

  • 1 Jun 20 ClearVue appointed Mr Chistopher Cole as the Company’s in-house mechatronic engineer to work on progressing its work in development of the hardware and software for the Company’s SmartVue™ smart façade technologies and products.

  • 18 Oct 19 Ken Jagger was appointed as Chief Commercial Officer.

Suppliers, Manufacturers and Distributors

  • 19 Dec 19 ClearVue signs OEM Manufacturing Agreement with YY Windows in Shanghai region of China

  • 17 Dec 19 ClearVue appointed Full Treasure as exclusive distributor for Hong Kong and Macau.

  • 18 Nov 19 ClearVue signs OEM Supply Agreement with BeyondPV of Taiwan for manufacture and supply to ClearVue and its OEM glazing suppliers of the solar PV strips used in the ClearVue end product. This followed an earlier MOU of 15 July 2019.

Sales Focussed Collaborations

  • 23 Apr 20 ClearVue signed a Letter of Intent with Jinmao Green Building Technology Co. in China (a subsidiary of Fortune 500 Sinochem) to complete a demonstration villa in Hebei Province China with a view to then entering into a distribution agreement or joint venture for supply of ClearVue’s product in mainland China.

  • 14 Apr 20 ClearVue signed a collaboration agreement with eLstar Dynamics BV of the Netherlands to pursue development of a combined self-powered electrophoretically switchable dynamic glazing solution, conduct a trial and develop joint global sales opportunities for the combined product.

17

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ REPORT

  • 14 Oct 19 ClearVue entered into Collaboration Agreement with ROOTS Agriculture (ASX: ROO) to explore joint sales opportunities and complete a demonstration greenhouse in Israel. The demonstration has been postponed due to COVID presently.

  • 2 Sep 19 ClearVue signed Collaboration Agreement with CSME in Singapore.

  • 20 Aug 19 ClearVue entered into Collaboration Agreement with Swedish micro-homes developer Attefallshus.

  • 14 Aug 19 ClearVue entered into a collaboration with US sustainability specialist Aquagen Infrastructure Systems to develop a wastewater treatment greenhouse in conjunction with ClearVue in Massachusetts and to collaborate on joint sales opportunities in the US.

Product Development

  • 7 May 20 ClearVue announced the development of a new prototype design of its product that increases the power output by 33% to 40w per sqm at peak. Work was completed with D2 Solar in California. Whilst there is still work to be done to integrate the improvements into the core ClearVue product this represents a major milestone for the Company in its product roadmap. Further work is expected to improve upon the results obtained.

  • 9 Dec 19 ClearVue confirmed completion of IEC certification testing of its products clearing the way for sales in Europe and other regions.

  • 28 Nov 19 ClearVue confirmed completion of UL certification testing of its products clearing the way for sales in USA.

  • 18 Sep 19 ClearVue announced that it had produced large demonstration IGU panels at 2.3m high x 1.2m wide (and the ability to create larger sized panels).

Additional Information

dditional Information
Restated
2020 2019 2018 2017 2016
Revenue - 23,029 - 57,135 -
EBITDA (1,854,429) (3,746,706) (3,593,690) (1,292,044) (368,452)
EBIT (2,021,190) (3,842,692) (3,656,016) (1,330,287) (368,711)
Loss after income tax (2,049,191) (3,852,963) (3,685,830) (1,334,455) (372,501)
Share price ($) 0.125 0.22 0.19 - -
Dividend (cents per
share) - - - - -
Basic earnings per
share (cents per share)
(1.84) (3.97) (7.87) (2.85) (0.38)

DIVIDENDS

No dividend has been declared or paid since the start of financial year. The Directors do not recommend the declaration of a dividend.

18

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ REPORT

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

No significant changes in state of affairs from prior year.

EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD

On 14 August 2020, the Company announced that it had received firm commitments to raise approximately $3.04m via a Placement to professional and sophisticated investors.

Under the Placement 31,998,787 fully paid ordinary shares are to be issued at $0.095 per Share. 26,973,260 fully paid ordinary shares were issued on 24 August 2020 and 315,000 fully paid ordinary shares were issued on 14 September 2020.

A further 4,710,527 fully paid ordinary shares under the Placement, are to be issued to Director related entities and will be subject to shareholder approval to be sought at a General Meeting (“Meeting”) to be held in October 2020.

In addition, each investor that is issued fully paid ordinary shares under the Placement will, conditional upon the Company’s receipt of shareholder approval at the Meeting, receive one (1) free attaching unlisted option for every two (2) New Shares issued to it, with each option having an exercise price of $0.20 and expiring on or before 31 December 2022 (“Attaching Options”).

The Director Related Shares and the Attaching Options will be issued shortly after the Meeting, subject to shareholder approval being obtained.

  • On 25 August 2020, there were changes made to the ClearVue board of Directors as follows:

  • Mr Sean Rosenberg retired from his position as Non-Executive Director;

  • Mr Jamie Lyford retired from his position as Director of the Company but will continue in an expanded Executive capacity as Chief Operating Officer and General Counsel for the Company; and

  • Mr Roger Steinepreis joined the Board in a Non-Executive capacity.

No other matters or circumstances has arisen since 30 June 2020 that has significantly affected, or may significantly affect the Company’s operations, the results of those operations, or the Company’s state of affairs in future financial years.

FUTURE DEVELOPMENTS

A discussion of likely developments in the Company’s and the expected results of those operations is set out in the Executive Chairman’s Letter.

19

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ REPORT

DIRECTORS’ MEETINGS

The meetings of the Company’s Board of Directors held during the year ended 30 June 2020. The number of meetings attended by each director were:

Board Meeting Audit & Compliance
Committee Meetings
Audit & Compliance
Committee Meetings
Eligible to
Attend
Attended Eligible to
Attend
Attended
Mr V Rosenberg 5 5 - -
Mr Lyford 5 5 - -
Mr S Rosenberg 5 5 - -
Mr Wu 5 5 - -
Mr Carmichael 5 5 - -

During the financial year, the Directors met regularly on Company matters on an informal basis. Twenty-two (22) circular resolutions were passed as necessary to execute formal Board decisions.

OPTIONS

Each option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company upon exercise of the option. The options have an exercise price of $0.25 per option and an expiry date on the 21 June 2021. Shares issued on exercise of the options will rank equally with the shares on issue of the Company.

Issued ordinary shares of ClearVue Technologies Limited under option at the date of this report are:

Date options
granted
Expiry date Exercise price of shares
(AUD)
Number under option*
21 Jun 2017 21 Jun 2021 0.25 52,098,024
16 May 2018 21 Jun 2021 0.25 2,500,000
21 Dec 2018 21 Jun 2021 0.25 8,550,000
* Unquoted options

20

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ REPORT

ENVIRONMENTAL REGULATIONS

The Group’s operations are not regulated by any significant environmental regulation under a law of the commonwealth or of a State or Territory of Australia.

INDEMNIFYING OFFICER OR AUDITOR

No indemnities have been given or agreed to be given or insurance premiums paid or agreed to be paid, during or since the end of the financial year, to any person who is or has been an officer or auditor of the Company.

PROCEEDINGS ON BEHALF OF COMPANY

No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any proceedings during the year.

NON-AUDIT SERVICES

There were no provision of non-audit services to the Company during the financial year, by the auditor.

AUDITOR’S INDEPENDENCE DECLARATION

A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 has been included.

Signed in accordance with a resolution of the Board of Directors.

==> picture [105 x 35] intentionally omitted <==

........................................................ Victor Rosenberg Chairman

Perth WA

Date: 30 September 2020

21

==> picture [158 x 31] intentionally omitted <==

Level 43, Central Park 152-158 St Georges Terrace Perth WA 6000

Correspondence to: PO Box 7757 Cloisters Square Perth WA 6850

T +61 8 9480 2000 E [email protected] W www.grantthornton.com.au

Auditor’s Independence Declaration

To the Directors of ClearVue Technologies Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of ClearVue Technologies Limited for the year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been:

a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

b no contraventions of any applicable code of professional conduct in relation to the audit.

==> picture [152 x 44] intentionally omitted <==

GRANT THORNTON AUDIT PTY LTD Chartered Accountants

==> picture [136 x 50] intentionally omitted <==

L A Stella Partner – Audit & Assurance

Perth, 30 September 2020

Grant Thornton Audit Pty Ltd ACN 130 913 594

www.grantthornton.com.au

a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation.

22

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2020

Revenue from contracts with customers
Other income
Expenses
Consulting expense
Depreciation and amortisation expense
Employee benefits expense
Finance costs
Legal fees
Material costs
Project costs
Share-based payments expense
Travel expenses
Other expenses
Loss before income tax
Income tax expense
Loss for the year
Other comprehensive income / (loss)
Total comprehensive loss for the year
Loss per share attributable to the owners of
the Company (cents)
Basic loss per share
Diluted loss per share
Note
14
Consolidated
30 Jun 2020
$
-
1,131,809
1,131,809
(623,508)
(166,761)
(846,581)
(22,238)
(76,124)
(101,506)
(634,169)
-
(159,529)
(550,584)
(3,181,000)
(2,049,191)
-
(2,049,191)
-
(2,049,191)
(1.91)
(1.91)
Consolidated
30 Jun 2019
$
23,029
1,584,087
Consolidated
30 Jun 2019
$
23,029
1,584,087
1,607,116
(607,631)
(95,986)
(835,127)
(2,319)
(38,030)
(596,226)
(650,614)
(1,478,492)
(600,907)
(554,747)
15
18
16
26
27
27
(5,460,079)
(3,852,963)
-
(3,852,963)
-
(3,852,963)
(3.97)
(3.97)

See accompanying notes to the consolidated financial statements

23

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2020

ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Other assets
Non-Current Assets
Plant and equipment
Right of use asset
Intangible assets
Other assets
Total Assets
LIABILITIES
Current Liabilities
Trade and other payables
Lease liabilities
Provisions
Non-Current Liabilities
Lease liabilities
Provisions
Total Liabilities
Net Assets
EQUITY
Share capital
Share-based payments reserve
Accumulated losses
Total Equity
Note
3
4
5
6
7
8
5
9
10
11
10
11
12
13
Consolidated
30 Jun 2020
$
864,208
571,242
118,686
1,554,136
111,030
169,800
2,456,581
56,682
2,794,093
4,348,229
831,473
42,493
99,680
973,646
130,892
15,540
146,432
1,120,078
3,228,151
12,521,181
4,223,027
(13,516,057)
3,228,151
Consolidated
30 Jun 2019
$
1,376,936
623,426
90,208
Consolidated
30 Jun 2019
$
1,376,936
623,426
90,208
2,090,570
128,022
-
1,877,072
55,354
2,060,448
4,151,018
625,855
-
81,148
707,003
-
6,552
6,552
713,555
3,437,463
10,681,302
4,223,027
(11,466,866)
3,437,463

See accompanying notes to the consolidated financial statements

24

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2020

Balance at 1 July 2018
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Options exercised
Shares issued
Share-based payments
Balance at 1 July 2019
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Shares issued
Share issue costs
Balance at 30 June 2020
Share
Capital
Share-Based
Payments
Reserve
Accumulated
Losses
Total
$
$
$
$
9,993,302
2,842,535
(7,613,903)
5,221,934
-
-
(3,852,963)
(3,852,963)
-
-
-
-
-
-
(3,852,963)
(3,852,963)
590,000
-
-
590,000
98,000
-
-
98,000
-
1,380,492
-
1,380,492
10,681,302
4,223,027
(11,466,866)
3,437,463
-
-
(2,049,191)
(2,049,191)
-
-
-
-
-
-
(2,049,191)
(2,049,191)
2,000,000
-
-
2,000,000
(160,121)
-
-
(160,121)
12,521,181
4,223,027
(13,516,057)
3,228,151

See accompanying notes to the consolidated financial statements

25

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2020

Cash flows from operating activities
Loss before income tax
Adjustment for:
Depreciation of plant and equipment
Amortisation of intangible assets
Research and development net rebate
Interest received
Share-based payments
Operating loss before working capital
Changes in working capital:
Decrease/(Increase) in trade receivables
Decrease in other assets
(Decrease)/Increase in trade and other payables
Increase in provisions
Net cash (used in) operating activities
Cash flows from investing activities
Patents and trademarks expenditure
Development expenditure
Purchase of plant and equipment
Payments for deposits
Net cash (used in) investing activities
Cash flows from financing activities
Options exercised
Proceeds from borrowings
Lease payments
Proceeds from issuance of ordinary shares
Share issuance cost
Net cash from financing activities
Net (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Note
3
Consolidated
30 Jun 2020
$
(2,049,191)
89,253
77,508
(661,288)
(2,421)
-
(2,546,139)
513,187
1,329
(365,628)
27,520
(2,369,731)
(174,539)
(29,334)
(25,903)
(1,328)
(231,105)
-
291,001
(42,772)
2,000,000
(160,121)
2,088,108
(512,728)
1,376,936
864,208
Consolidated
30 Jun 2019
$
(3,852,963)
34,592
61,394
(453,923)
-
1,478,492
Consolidated
30 Jun 2019
$
(3,852,963)
34,592
61,394
(453,923)
-
1,478,492
(2,732,408)
(2,276)
9,583
108,994
87,700
(2,528,407)
(280,207)
(113,621)
(54,238)
(55,354)
(503,420)
590,000
-
-
-
-
590,000
(2,441,827)
3,818,763
1,376,936

See accompanying notes to the consolidated financial statements

26

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

These notes form an integral part of and should be read in conjunction with the accompanying financial report:

1. CORPORATE INFORMATION AND CONSOLIDATED STATEMENT OF COMPLIANCE

The consolidated financial report covers ClearVue Technologies Limited (“the Company”) and its controlled entities (“the Group”). The Company is a Company limited by shares, incorporated and domiciled in Australia; whose shares are publicly traded on the Australian Stock Exchange. The address of its registered office and its principal place of business is 16 Ord Street, West Perth, WA 6005, Australia.

The consolidated annual report for the year ended 30 June 2020 was authorised for issue, in accordance with a resolution of Directors, on 30 September 2020. The Directors have the power to amend and reissue the financial statements.

The consolidated annual report is a general-purpose financial report that have been prepared in accordance with the requirements of the Corporations Act 2001 , Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. Compliance with Australian Accounting Standards results in full compliance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Nature of Operations

The principal activities of the Group during the course of the year were research and development activities applied to the Company’s world leading solar glass technology.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the material accounting policies adopted by the economic entity in the preparation of the consolidated annual report. The accounting policies have been consistently applied, unless otherwise stated.

2.1 BASIS OF PREPARATION

Except for cash flow information, the consolidated annual report is prepared on an accruals basis and is based on historical costs. The consolidated annual report has been prepared under the assumption that the Group operates on a going concern basis. The financial statements have been presented in Australian dollars (AUD), which is the Group’s functional and presentation currency.

2.2 GOING CONCERN

The Group incurred an operating loss after income tax for the year ended 30 June 2020 of $2,049,191 and reported net cash outflows from operating activities of $2,369,731 and investing activities of $231,105. As at 30 June 2020, the Group had available cash and cash equivalents of $864,208. The Company has the ability to defer or reduce its operating expenditure. However, based on its current projected work program, it is anticipated that it is necessary for the Company to raise additional equity during the next 12 months.

On 14 August 2020, the Company announced that it had received firm commitments to raise approximately $3.04m via a Placement to professional and sophisticated investors.

27

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.2 GOING CONCERN (CONTINUED)

Under the Placement 31,998,787 fully paid ordinary shares are to be issued at $0.095 per Share. 26,973,260 fully paid ordinary shares were issued on 24 August 2020, raising $2.56 million (before costs). 315,000 fully paid ordinary shares were issued on 14 September 2020, raising $0.03 million (before costs)

A further, 4,710,527 fully paid ordinary shares (to raise approximately $0.45 million under the Placement) are to be issued to Director related entities and will be subject to shareholder approval to be sought at a General Meeting (Meeting) expected to be held in November 2020.

As at date of report, the Directors have reviewed the Company’s financial position and are of the opinion that the going concern basis of accounting is appropriate having regard to the matters outlined above. If the Company is unable to continue as a going concern, it may be required to realise its assets and or settle its liabilities other than in the ordinary course of business and at amounts different from those stated in the financial report.

2.3 CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, deposits held on call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts.

2.4 PLANT AND EQUIPMENT

Plant and equipment is initially recorded at the cost of acquisition or fair value less, if applicable, any accumulated depreciation and impairment losses. Plant and equipment that has been contributed at no cost, or for nominal cost, is valued and recognised at the fair value of the asset at the date it is acquired. The plant and equipment is reviewed annually by Directors to ensure that the carrying amount is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the utilisation of the assets and the subsequent disposal. The expected net cash flows have been discounted to their present values in estimating recoverable amounts.

Depreciation is computed on a straight line basis over the estimated useful lives of the assets as follows:

Furniture 10% - 15%
Office equipment 28% - 33.3%
Machinery 13% - 15%

The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The residual value, useful life and depreciation method are reviewed at the end of each financial year to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of plant and equipment.

An item of plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in profit or loss in the year the asset is derecognised.

28

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.5 INTANGIBLE ASSETS

Patents and Trademarks

Patents and trademarks costs are capitalised in the period in which they are incurred and amortised over their useful lives. Patents and trademark would be amortised over 20 years from the date of purchase. The change in accounting policy has been applied retrospectively in accordance with the Australian Accounting Standards Board 101 (AASB) presentation of financial statements.

Research and Development

Development costs are capitalised when it is probable that the project will be a success considering its commercial and technical feasibility; the consolidated entity is able to use or sell the asset; the consolidated entity has sufficient resources; and intent to complete the development and its costs can be measured reliably. Capitalised development costs are amortised over the period of their expected useful life, when the asset is determined available for use. Patents costs that relate to projects that are in the development phase are capitalised. Research and development grants receivable are matched to their classification of expenditure. In the periods where research costs are expensed, the related research and development grant is reported in the Consolidated Statement of Profit or Loss and Other Comprehensive Income as other income. In periods where the Group incurs Development Costs, the related Research and Development grant is recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.

The carrying value of development expenditure, intangible assets and intellectual property is tested for impairment annually when the asset is not yet available for use or more frequently when an indication of impairment arises during the reporting period.

An impairment loss is recognised for the amount by which the capitalised development carrying amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. To determine the recoverable amount, management have used fair value less costs of disposal. The fair value is calculated using a replacement cost methodology through a cost approach model. The key assumptions of the replacement cost calculation are:

  • All costs incurred directly or indirectly on designing, manufacturing and testing were removed from the replacement cost calculation.

  • Management estimates were used to add to the replacement cost calculation a margin mark-up to the costs that the Group had incurred, to reflect what the costs would be if the Group had paid a 3rd party to reproduce the work.

  • The tax effect, at 30% was removed from the replacement cost calculation.

29

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.6 TRADE AND OTHER PAYABLES

These amounts represent liabilities for goods and services provided to the entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

2.7 PROVISIONS

Provisions are recognised when the entity has a legal or constructive obligation resulting from past events, for which it is probable that there will be an outflow of economic benefits and that outflow can be reliably measured. Provisions are measured using the best estimate available of the amounts required to settle the obligation at the end of the reporting period.

2.8 FINANCIAL INSTRUMENTS

Recognition, initial measurement and derecognition

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities are described below.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Classification and subsequent measurement of financial assets

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).

For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments are classified into the following categories upon initial recognition:

  • Amortised cost

  • Fair value through profit or loss (FVPL)

  • Equity instruments at fair value through other comprehensive income (FVOCI)

  • Debt instruments at fair value through other comprehensive income (FVOCI)

All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.

30

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.8 FINANCIAL INSTRUMENTS (CONTINUED)

Classifications are determined by both:

  • The entities business model for managing the financial asset

  • The contractual cash flow characteristics of the financial assets

All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables, which is presented within other expenses.

Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL):

  • They are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows

  • The contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments as well as government bonds that were previously classified as held-to-maturity under AASB 139.

There are no FVPL and FVOCI instruments for the group.

Impairment of Financial assets

AASB 9’s impairment requirements use more forward-looking information to recognize expected credit losses – the ‘expected credit losses (ECL) model’. Instruments within the scope of the new requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under AASB 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.

The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

In applying this forward-looking approach, a distinction is made between:

  • Financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Stage 1’) and

  • Financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Stage 2’).

‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date. ‘12month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category. Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.

31

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.8 FINANCIAL INSTRUMENTS (CONTINUED)

Trade and other receivables and contract assets

The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance at the amount equal to the expected lifetime credit losses. In using this practical expedient, the Group uses its historical experience, external indicators and forwardlooking information to calculate the expected credit losses using a provision matrix.

Classification and measurement of financial liabilities

As the accounting for financial liabilities remains largely unchanged from AASB 139, the Group’s financial liabilities were not impacted by the adoption of AASB 9. However, for completeness, the accounting policy is disclosed below. The Group’s financial liabilities include trade and other payables.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments).

All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income.

2.9 IMPAIRMENT OF NON-FINANCIAL ASSETS

At each reporting date, the directors review the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the assets fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the assets carrying value over its recoverable amount is recognised in profit or loss.

Impairment testing is performed annually for intangible assets with indefinite lives. This includes any capitalised internally developed software that is not yet complete is not amortised, but is subject to impairment testing. Where it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs.

2.10 CURRENT AND NON-CURRENT CLASSIFICATION

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

32

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.10 CURRENT AND NON-CURRENT CLASSIFICATION (CONTINUED)

A liability is classified as current when: it is either expected to be settled in the entity's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

2.11 ISSUED CAPITAL

Ordinary shares are classified as equity. Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

Basic loss per share

Basic loss per share is determined by dividing the operating profit/(loss) after income tax attributable to members of ClearVue Technologies Limited by the weighted average number of ordinary shares outstanding during the financial year

Diluted loss per share

Diluted loss per share adjusts the amounts used in the determination of basic loss per share by taking into account unpaid amounts on ordinary shares and any reduction in loss per share that will probably arise from the exercise of options outstanding during the financial year.

2.12 REVENUE AND OTHER INCOME RECOGNITION

Grant income

Grant income is recognised in the income statement, when it is probable that the entity will receive the economic benefits of the grant and the amount can be reliably measured. If the grant has conditions attached which must be satisfied before the entity is eligible to receive the grant, the recognition of the income will be deferred until those conditions are satisfied.

Where the entity incurs an obligation to deliver economic value back to the grant contributor, the transaction is considered a reciprocal transaction and the income is recognised as a liability in the Consolidated Statement of financial position until the required service has been completed, otherwise the income is recognised on receipt.

The Group receives non-reciprocal contributions of assets from the government and other parties for a nominal of zero value. These assets are recognised at their fair value on the date of acquisition in the Consolidated Statement of financial position, with an equivalent amount of income recognised in the income statement.

Government grants are recognised when it is received or when the right to receive payment is established.

33

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.12 REVENUE AND OTHER INCOME RECOGNITION (CONTINUED)

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

2.13 EMPLOYEE BENEFITS

Short-term employee benefits

Short-term employee benefits are benefits, other than termination benefits, that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. Examples of such benefits include wages and salaries, non-monetary benefits and accumulating sick leave. Short-term employee benefits are measured at the undiscounted amounts expected to be paid when the liabilities are settled.

Other long-term employee benefits

The Group’s liabilities for annual leave and long service leave are included in other long term benefits as they are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are measured at the present value of the expected future payments to be made to employees. The expected future payments incorporate anticipated future wage and salary levels, experience of employee departures and periods of service, and are discounted at rates determined by reference to market yields at the end of the reporting period on high quality corporate bonds that have maturity dates that approximate the timing of the estimated future cash outflows. Any remeasurements arising from experience adjustments and changes in assumptions are recognised in profit or loss in the periods in which the changes occur.

The Group presents employee benefit obligations as current liabilities in the statement of financial position if the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period, irrespective of when the actual settlement is expected to take place.

Defined contribution superannuation expense

Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.

2.14 SHARE-BASED PAYMENTS

Equity-settled and cash-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, or options over shares that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.

34

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.14 SHARE-BASED PAYMENTS (CONTINUED)

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions are recognized as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:

  • During the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired option of the vesting period.

  • From the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.

All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.

Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

35

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.15 INCOME TAX

The charge for current income tax expenses is based on the profit for the year adjusted for any nonassessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the end of each financial year.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in profit and loss except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income tax legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

2.16 GOODS AND SERVICE TAX (GST)

Transactions are recognised net of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the Consolidated Statement of financial position.

2.17 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

When preparing the financial report, management undertakes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses.

The management is of the opinion that there are no significant judgments made (other than those involving estimates) in applying accounting policies that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different.

36

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.17 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED)

Impairment of intangible assets

Intangible assets are reviewed for impairment whenever there is an indication that these assets may be impaired. This includes any capitalised internally developed software that is not yet complete is not amortised. The Group considers the guidance of AASB 136 in assessing whether there is any indication that an item of the above assets may be impaired. This assessment requires management’s judgement. If any such indication exists, the recoverable amount of the assets is estimated to ascertain the amount of impairment loss. The recoverable amount is defined as the higher of the fair value less cost to sell and value in use.

In determining the value in use of assets, the Group applies a discounted cash flow model where the future cash flows derived from such assets are discounted at an appropriate rate. Forecasts of future cash flow are estimated based on financial budgets and forecasts approved by the management. Based on management’s assessment, there is no indication of impairment as at the end of the reporting period.

Useful lives of intangible assets

The Group reviews the appropriateness of the useful lives and residual values of intangible assets at the end of each reporting period. Changes in the expected level of usage and technological developments could impact the economic useful lives and residual values of these assets. Where there is a material change in the useful lives and residual values of intangible assets, such a change may impact the future amortisation charge in the financial year in which the change arises.

Deferred tax

The Company expects to have carried forward tax losses which have not been recognised as deferred tax assets as it is not considered sufficiently probable that these losses will be recouped by means of future profits taxable in the relevant jurisdictions.

2.18 PRINCIPLES OF CONSOLIDATION

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of ClearVue Technologies Limited ('Company') as at 30 June 2020 and the results of all subsidiaries for the year then ended. The Group and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.

Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.

37

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.18 PRINCIPLES OF CONSOLIDATION (CONTINUED)

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

2.19 OPERATING SEGMENTS

Operating segments are presented using the ‘management approach, where the information presented is on the same basis as the internal reports provided to the Board of Directors. They are responsible for the allocation of resources to operating segments and assessing their performance.

2.20 LEASES

Accounting policy applicable from 1 July 2019

For any new contracts entered into on or after 1 July 2019, the Group considers whether a contract is, or contains a lease. A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration’. To apply this definition the Group assesses whether the contract meets three key evaluations which are whether:

  • The contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group

  • The Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract

  • The Group has the right to direct the use of the identified asset throughout the period of use. The Group assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use.

Measurement and recognition of leases

At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

The Group also assesses the right-of-use asset for impairment when such indicators exist. At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental borrowing rate.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

38

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.20 LEASES (CONTINUED)

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in insubstance fixed payments.

When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero.

Accounting policy applicable before 1 July 2019

Finance leases

Management applies judgment in considering the substance of a lease agreement and whether it transfers substantially all the risks and rewards incidental to ownership of the leased asset. Key factors considered include the length of the lease term in relation to the economic life of the asset, the present value of the minimum lease payments in relation to the asset’s fair value, and whether the Group obtains ownership of the asset at the end of the lease term.

For leases of land and buildings, the minimum lease payments are first allocated to each component based on the relative fair values of the respective lease interests. Each component is then evaluated separately for possible treatment as a finance lease, taking into consideration the fact that land normally has an indefinite economic life.

See the accounting policy note in the year-end financial statements for the depreciation methods and useful lives for assets held under finance leases. The interest element of lease payments is charged to profit or loss, as finance costs over the period of the lease.

Operating leases

All other leases are treated as operating leases. Where the Group is a lessee, payments on operating lease agreements are recognised as an expense on a straight-line basis over the lease term. Associated costs, such as maintenance and insurance, are expensed as incurred.

2.21 NEW OR AMENDED ACCOUNTING STANDARDS AND INTERPRETATIONS ADOPTED

The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

AASB 16 Leases

AASB 16 replaces AASB 117 Leases and introduces a single lessee accounting model that requires a lessee to recognise right-of-use assets and lease liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Right-of-use assets are initially measured at cost and lease liabilities are initially measured on a present value basis.

39

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  • 2.21 NEW OR AMENDED ACCOUNTING STANDARDS AND INTERPRETATIONS ADOPTED (CONTINUED)

Subsequent to initial recognition:

  • (a) Right-of-use assets are accounted for on a similar basis to non-financial assets, whereby the right-of-use asset is accounted for on a cost basis unless the underlying asset is accounted for on a revaluation basis, in which case if the underlying asset is:

  • i. Investment property, the lessee applies the fair value model in AASB 140 Investment Property to the right-of-use asset; or

  • ii. Property, plant or equipment, the applies the revaluation model in AASB 116 Property, Plant and Equipment to all of the right-of-use assets that relate to that class of property, plant and equipment; and

  • (b) Lease liabilities are accounted for on a similar basis to other financial liabilities, whereby interest expense is recognised in respect of the lease liability and the carrying amount of the lease liability is reduced to reflect the principal portion of lease payments made.

AASB 16 substantially carries forward the lessor accounting requirements of the predecessor standard, AASB 117. Accordingly, under AASB 16 a lessor continues to classify its leases as operating leases or finance leases subject to whether the lease transfers to the lessee substantially all of the risks and rewards incidental to ownership of the underlying asset, and accounts for each type of lease in a manner consistent with the current approach under AASB 117.

The Group applied the practical expedient for short-term leases exemptions to leases with lease term that ends within 12 months at the date of initial application.

The Group recognises right-of-use assets totalling $216,157 representing its right to use the underlying asset and lease liabilities representing its obligations to make lease payments with exemptions for shortterm leases and leases of low-value items. The recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.

In calculating the present value of lease payments, the Group uses the incremental borrowing rate of 4.66%. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

40

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.21 NEW OR AMENDED ACCOUNTING STANDARDS AND INTERPRETATIONS ADOPTED (CONTINUED)

The following is a reconciliation of total operating lease commitments at 30 June 2019 to the lease liabilities recognised at 1 July 2019:

Total operating lease commitments disclosed at 30 June 2019
Recognition exemptions
Leases of low value assets
Leases with remaining lease term of less than 12 months
Variable lease payments not recognised
Operating lease liabilities before discounting
Discounted using incremental borrowing rate
Operating lease liabilities
Reasonably certain extension options
Total lease liabilities recognised under AASB 16 at 1 July 2019
$
108,388
-
-
(1,966)
106,422
(17,446)
88,976
127,181
216,157
  • 2.22 NEW OR AMENDED ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET EFFECTIVE AND NOT EARLY ADOPTED BY THE GROUP

At the date of authorisation of these financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by the IASB. None of these Standards or amendments to existing Standards have been adopted early by the Group.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Group’s financial statements.

3. CASH AND CASH EQUIVALENTS

ASH AND CASH EQUIVALENTS
Consolidated Consolidated
30 Jun 2020 30 Jun 2019
$ $
Cash and cash equivalents 864,208 1,376,936

41

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

4. TRADE AND OTHER RECEIVABLE

Trade receivable
R&D rebate receivable
Grants receivable
5.
OTHER ASSETS
Current
Goods and service tax (GST)
Prepayments
Non-Current
Deposits
6.
PLANT AND EQUIPMENT
Office Equipment
Cost
Less accumulated depreciation
Carrying amount
Cost
Balance at 1 July
Additions
Balance at 30 June
Accumulated depreciation
Balance at 1 July
Depreciation for the year
Balance at 30 June
Carrying amount at 30 June
Consolidated
30 Jun 2020
$
-
489,542
81,700
571,242
Consolidated
30 Jun 2020
$
(7,137)
125,823
118,686
56,682
Consolidated
30 Jun 2020
$
208,109
(97,079)
111,030
182,205
25,904
208,109
54,183
42,896
97,079
111,030
Consolidated
30 Jun 2019
$
21,073
602,353
-
Consolidated
30 Jun 2019
$
21,073
602,353
-
623,426
Consolidated
30 Jun 2019
$
61,192
29,016
90,208
55,354
Consolidated
30 Jun 2019
$
182,205
(54,183)
128,022
127,967
54,238
182,205
19,591
34,592
54,183
128,022

42

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

7. RIGHT-OF-USE ASSET

Cost
Less accumulated depreciation
Carrying amount
Cost
Balance at 1 July
Adjustment on transition to AASB 16
Additions
Balance at 30 June
Accumulated depreciation
Balance at 1 July
Depreciation for the period
Balance at 30 June
Carrying amount at 30 June
8.
INTANGIBLE ASSETS
Patents and trademarks
Development asset
Patents and trademarks
Cost
Less accumulated amortisation
Carrying amount
Cost
Balance at 1 July
Additions
Balance at 30 June
Accumulated amortisation
Balance at 1 July
Amortisation for the year
Balance at 30 June
Carrying amount at 30 June
Consolidated
30 Jun 2020
$
216,157
(46,357)
169,800
-
216,157
-
216,157
-
46,357
46,357
169,800
Consolidated
30 Jun 2020
$
1,354,364
1,102,217
2,456,581
1,681,929
(327,565)
1,354,364
1,433,641
248,288
1,681,929
251,210
76,355
327,565
1,354,364
Consolidated
30 Jun 2019
$
-
-
-
-
-
-
-
-
-
-
-
Consolidated
30 Jun 2019
$
1,182,431
694,641
1,877,072
1,433,641
(251,210)
1,182,431
1,101,955
331,686
1,433,641
189,816
61,394
251,210
1,182,431

43

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

8 . INTANGIBLE ASSETS (CONTINUED)

Development asset
Cost
Balance at 1 July
Additions
Balance at 30 June
Accumulated amortisation
Balance at 1 July
Amortisation for the year
Balance at 30 June
Carrying amount at 30 June
Net carrying amount at 30 June
Consolidated
30 Jun 2020
$
694,641
407,576
1,102,217
-
-
-
1,102,217
2,456,581
Consolidated
30 Jun 2019
$
581,020
113,621
Consolidated
30 Jun 2019
$
581,020
113,621
694,641
-
-
-
694,641
1,877,072

Intangible assets are stated at cost. The useful life of these patents and trademarks is estimated to be finite. No impairment losses were recognised during the financial year (2019: nil).

At 30 June 2020, the Group was committed to capital commitments of $351,282 (30 June 2019: $214,283).

9. TRADE AND OTHER PAYABLES

RADE AND OTHER PAYABLES
Trade payables
Other payables*
Accruals
Consolidated
30 Jun 2020
$
378,801
429,466
23,206
831,473
Consolidated
30 Jun 2019
$
578,333
47,522
-
625,855
  • Other payables include amount from Radium Capital of $291,001 that is secured against the 2020 Research and Development rebate. Interest accrues monthly at 15% per annum, and is repayable on the 31 October 2020.

44

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

10. LEASE LIABILITIES

EASE LIABILITIES
Consolidated Consolidated
30 Jun 2020 30 Jun 2019
$ $
Current 42,493 -
Non-Current 130,892 -

The Group has leases for the office and photocopier. The lease liabilities are secured by the related underlying assets.

Future minimum lease payments at 30 June 2020 were as follows:

Lease payments
Finance charges
Net present value
Within 1
Year
$
50,205
(7,712)
42,493
Minimum Lease Payments
1-5 Years
After 5
Years
$
$
141,370
-
(10,478)
-
130,892
-
Total
$
191,575
(18,190)
173,385

Lease payments not recognised as a liability

Certain variable lease payments are not permitted to be recognised as lease liabilities and are expensed as incurred. The expense relating to payments not recognised as lease liability is as follows:

Consolidated Consolidated Consolidated
30 Jun 2020 30 Jun 2019
$ $
Depreciation expense (Note 7) 46,357 -
Interest expense 9,736 -
Variable lease payments 20,120 -

Variable lease payments are expensed on the basis that they are not recognised as a lease liability include excess use charges on office equipment. Variable payment terms are used for a variety of reasons, including minimizing costs for equipment with infrequent use. Variable lease payments are expensed in the period they are incurred.

45

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

11. PROVISIONS

ROVISIONS
Current
Annual leave provision
Long service leave provision
Non-Current
Long service leave provision
Consolidated
30 Jun 2020
$
52,390
47,290
99,680
15,540
15,540
Consolidated
30 Jun 2019
$
43,778
37,370
81,148
6,552
6,552

12. SHARE CAPITAL

Share issued and fully paid
Balance at 1 July
Options exercised2
Issue of shares to KMP3
Issue of shares SPP1
Share issue costs
Balance at 30 June
30 Jun 2020
NO. OF
SHARES
97,730,300
-
-
13,422,744
-
111,153,044
30 Jun 2019
NO. OF
SHARES
95,020,300
2,360,000
350,000
-
-
97,730,300
30 Jun 2020
$
10,681,302
-
-
2,000,000
(160,121)
12,521,181
30 Jun 2019
$
9,993,302
590,000
98,000
-
-
10,681,302

1 Shares issued under Share Purchase Plan - on 18 October 2019 at 14.9 cents.

2 On the 21 September 2018, 1,860,000 unlisted options were exercised at an exercise price of $0.25 per option. Subsequently, on the 5 October 2018, 500,000 unlisted options were exercised at an exercise price of $0.25 per option.

3 On the 1 February 2019, 350,000 fully paid ordinary shares were issued at nil consideration to Mr Harmer pursuant to the Company’s Employee Share Plan. The shares were valued at a fair value of $0.28 per share.

The share capital of the Company consists only of fully paid ordinary shares; the shares do not have a par value. All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at the shareholders’ meeting of the Company. The 39,026,956 fully paid ordinary shares that were held in escrow were released from escrow on 25 May 2020.

46

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

13. SHARE-BASED PAYMENTS RESERVE

HARE-BASED PAYMENTS RESERVE
Share plan for Directors *
Options issued to Lead Manager Offer
Options issued to Consultants
Performance shares to Directors
Consolidated
30 Jun 2020
$
536,900
225,635
1,380,492
2,080,000
4,223,027
Consolidated
30 Jun 2019
$
536,900
225,635
1,380,492
2,080,000
4,223,027
  • The share plan arises on the grant of loan for a term of 10 years to Directors and related parties for the purchase of the Company’s ordinary shares under the ClearVue Loan Funded Share Plan in 2017. Amounts are transferred out of the reserve and into share capital when the loans are settled.
Movement in Options
Balance at 1 July 2018
Options exercised (Note 12)
Options issued to consultants (Note 18)
Balance at 1 July 2019
No movement for the year
Balance at 30 June 2020
THER INCOME
Government grant
Other grants
Rebates and refunds
Insurance recovery
Interest received
NO. OF
OPTIONS
56,958,024
(2,360,000)
8,550,000
63,148,024
-
63,148,024
Consolidated
30 Jun 2020
$
538,765
18,347
554,542
17,733
2,422
1,131,809
$
762,535
-
1,380,492
$
762,535
-
1,380,492
2,143,027
-
2,143,027
Consolidated
30 Jun 2019
$
423,735
55,042
1,095,548
-
9,761
1,584,087

14. OTHER INCOME

Government grants received from the Department of Industry, Innovation and Science in relation to the Commercial Research Centre.

47

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

15.
FINANCE COSTS
Interest expenses
16.
OTHER EXPENSES
Advertising and promotion
Courier fees
Insurance expense
Listing fees
Office expenses
Rental expenses
General expense
17.
AUDITOR'S REMUNERATION
Audit / review of the financial report
Consolidated
30 Jun 2020
$
22,238
Consolidated
30 Jun 2020
$
242,361
68,462
50,172
71,637
45,798
10,267
61,887
550,584
Consolidated
30 Jun 2020
$
63,064
Consolidated
30 Jun 2019
$
2,319
Consolidated
30 Jun 2019
$
58,226
203,059
14,725
104,126
55,562
63,010
56,039
Consolidated
30 Jun 2019
$
2,319
Consolidated
30 Jun 2019
$
58,226
203,059
14,725
104,126
55,562
63,010
56,039
554,747
Consolidated
30 Jun 2019
$
50,584

18. SHARE-BASED PAYMENTS EXPENSE

No share-based payments were made during the year ended 30 June 2020.

Performance Shares

On 16 January 2018, 13,000,000 performance shares were issued to two of the Directors on achievement of certain milestones. Mr V Rosenberg was issued 1,000,000 Class A Performance Shares, 3,000,000 Class B Performance Shares and 6,000,000 Class C Performance Shares. Mr Lyford was issued 1,000,000 Class D Performance Shares, 1,000,000 Class E Performance Shares and 1,000,000 Class F Performance Shares. Performance shares are subject to escrow for 24 months from the date of official quotation.

Each Class A Performance Share, Class B Performance Share, Class C Performance Share, Class D Performance Share, Class E Performance Share and Class F Performance Share (together and each being a Performance Share) is a share in the capital of the Company.

48

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

18. SHARE-BASED PAYMENTS EXPENSE (CONTINUED)

The conversion of shares are dependent on the following:

Class A Performance Shares

  • (A) In the event that the aggregate of the value of the ClearVue Orders and the ClearVue Payments is equal to or greater than $2,000,000 within a period of 24 months commencing on the date the Company is admitted to the Official List (Listing Date) (Class A Milestone 1), each Class A Performance Share will convert into one Share; or

  • (B) In the event that Class A Milestone 1 is not satisfied but the aggregate of the value of the ClearVue Orders and the ClearVue Payments is equal to or greater than $7,000,000 within a period of 36 months from the Listing Date (Class A Milestone 2), each Class A Performance Share will convert into one Share; or

  • (C) In the event that neither Class A Milestone 1 or Class A Milestone 2 is satisfied but the aggregate of the value of the ClearVue Orders and the ClearVue Payments is equal to or greater than $17,000,000 within a period of 48 months from the Listing Date, each Class A Performance Share will convert into one Share.

Class B Performance Shares

  • (A) In the event that the aggregate of the value of the ClearVue Orders and the ClearVue Payments is equal to or greater than $5,000,000 within a period of 24-36 months from the Listing Date (Class B Milestone 1), each Class B Performance Share will convert into one Share; or

  • (B) In the event that Class B Milestone 1 is not satisfied but the aggregate of the value of the ClearVue Orders and the ClearVue Payments is equal to or greater than $7,000,000 within a period of 36 months from the Listing Date (Class B Milestone 2), each Class B Performance Share will convert into one Share; or

  • (C) In the event that neither Class B Milestone 1 or Class B Milestone 2 is satisfied but the aggregate of the value of the ClearVue Orders and the ClearVue Payments is equal to or greater than $17,000,000 within a period of 48 months from the Listing Date, each Class B Performance Share will convert into one Share.

Class C Performance Shares

  • (A) In the event that the aggregate of the value of the ClearVue Orders and the ClearVue Payments is equal to or greater than $10,000,000 within a period of 36-48 months from the Listing Date (Class C Milestone 1), each Class C Performance Share will convert into one Share; or

  • (B) In the event that Class C Milestone 1 is not satisfied but the aggregate of the value of the ClearVue Orders and the ClearVue Payments is equal to or greater than $17,000,000 within a period of 48 months from the Listing Date, each Class C Performance Share will convert into one Share.

Class D Performance Shares

  • (A) In the event the Company executes two Agreements within a period of 12 months from the Listing Date (Class D Milestone 1), each Class D Performance Share will convert into one Share; or

  • (B) In the event that the Class D Milestone 1 is not satisfied but the Company executes four Agreements within a period of 24 months from the Listing Date, each Class D Performance Share will convert into one Share (Class D Milestone 2); or

  • (C) In the event that neither Class D Milestone 1 or Class D Milestone 2 is satisfied but the Company executes six Agreements within a period of 36 months from the Listing Date, each Class D Performance Share will convert into one Share.

49

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

18. SHARE-BASED PAYMENTS EXPENSE (CONTINUED)

Class E Performance Shares

  • (A) In the event the Company executes two Agreements within a period of 12-24 months from the Listing Date (Class E Milestone 1), each Class E Performance Share will convert into one Share; or

  • (B) In the event that Class E Milestone 1 is not satisfied but the Company executes four Agreements within a period of 24 months from the Listing Date, each Class E Performance Share will convert into one Share (Class E Milestone 2); or

  • (C) In the event that neither Class E Milestone 1 or Class E Milestone 2 are satisfied but the Company executes six Agreements within a period of 36 months from the Listing Date, each Class E Performance Share will convert into one Share.

Class F Performance Shares

(A) In the event the Company executes two Agreements within a period of 24-36 months from the Listing Date (Class F Milestone 1), each Class F Performance Share will convert into one Share; or

  • (B) In the event that Class F Milestone 1 is not satisfied but the Company executes six Agreements within a period of 36 months from the Listing Date, each Class F Performance Share will convert into one Share.

At 30 June 2020, the conversion milestones for the Performance Shares have not been met and therefore no Performance Shares have been converted into fully paid ordinary shares.

Grant Date Performance Shares Issue Price $
16 January 2018 13,000,000 $0.16 2,080,000

Options

On the 21 December 2018, 8,550,000 unlisted options exercisable at $0.25 per option, with a total fair value of $1,380,492, were issued to consultants of the Company for services provided. All the options vested on grant date.

The Company has measured the fair value of the options granted during the current financial year by adapting a Black-Scholes option pricing model using the following inputs:

Grant Date
Expiry
Date Exercise Price Exercise Price Share Price Volatility Risk Free Rate Risk Free Rate
21 Dec 2018
21 Jun
2021 $0.25 $0.28 96.65% 1.97%
2020
Balance at Expired / Balance at
Expiry Exercise the start of Forfeited the end of
Grant Date Date Price the year Granted Exercised / Other the year
21/06/2017 21/06/2021 $0.25 52,098,024 - - - 52,098,024
16/05/2018 21/06/2021 $0.25 2,500,000 - - - 2,500,000
21/12/2018 21/06/2021 $0.25 8,550,000 - - - 8,550,000
63,148,024 - - - 63,148,024

50

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

18. SHARE-BASED PAYMENTS EXPENSE (CONTINUED)

2019

019
Grant Date
Expiry
Date
Exercise
Price
21/06/2017
21/06/2021
$0.25
16/05/2018
21/06/2021
$0.25
21/12/2018
21/06/2021
$0.25
Balance at
the start of
the year
Granted
Exercised
Expired /
Forfeited
/ Other
Balance at
the end of
the year
54,458,024
-
(2,360,000)
-
52,098,024
2,500,000
-
-
-
2,500,000
-
8,550,000
-
-
8,550,000
56,958,024
8,550,000
(2,360,000)
-
63,148,024

19. RELATED PARTY TRANSACTIONS

Key management personnel

The aggregate compensation made to directors and key management personnel of the Group is set out below.

elow.
Short-term employee benefits
Post-employment benefits
Long-term employee benefits
Share-based payments
Consolidated
30 Jun 2020
$
445,189
42,716
24,433
-
512,338
Consolidated
30 Jun 2019
$
558,378
48,726
-
98,000
705,104

Transactions with related parties

During the financial year, the following payments were made to director-related entities:

Consolidated Consolidated Consolidated Consolidated
30 Jun 2020 30 Jun 2019
$ $
Consulting services from Elevation Partners Pty Ltd1 - 950
Corporate advisory services from ICW Capital2 24,000 44,000
Company secretarial services from Ventnor Capital Pty Ltd3 80,590 77,838

1 Director-related entity of Mr Lyford 2 Director-related entity of Mr Wu 3 Director-related entity of Mr Carmichael

51

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

19. RELATED PARTY TRANSACTIONS (CONTINUED)

Receivable from and payable to related parties

All transactions were made on normal commercial terms and conditions and at market rates.

Consolidated Consolidated Consolidated Consolidated
30 Jun 2020 30 Jun 2019
$ $
Trade payable to Ventnor Capital Pty Ltd_1_ 4,290 4,125
Share plan reserve to Mr V Rosenberg_2_ 150,000 150,000
Share plan reserve to Mr S Rosenberg_3_ 18,750 18,750
Share plan reserve to Mr Lyford_4_ 292,500 292,500
1 Director-related entity of Mr Carmichael
2 For the purchase of 1,000,000 shares at an issue price of $0.15
3 For the purchase of 125,000 shares at an issue price of $0.15
4 For the purchase of 1,950,000 shares at an issue price of $0.15

20. CONTINGENT ASSETS & LIABILITIES

There were no contingent assets or liabilities as at 30 June 2020 (2019: nil).

21. EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD

On 14 August 2020, the Company announced that it had received firm commitments to raise approximately $3.04m via a Placement to professional and sophisticated investors.

Under the Placement 31,998,787 fully paid ordinary shares are to be issued at $0.095 per Share. 26,973,260 fully paid ordinary shares were issued on 24 August 2020 and 315,000 fully paid ordinary shares were issued on 14 September 2020.

On 25 August 2020, there were changes made to the ClearVue board of Directors as follows:

  • Mr Sean Rosenberg retired from his position as Non-Executive Director;

  • Mr Jamie Lyford retired from his position as Director of the Company but will continue in an expanded Executive capacity as Chief Operating Officer and General Counsel for the Company; and

  • Mr Roger Steinepreis joined the Board in a Non-Executive capacity.

No other matters or circumstances has arisen since 30 June 2020 that has significantly affected, or may significantly affect the Company’s operations, the results of those operations, or the Company’s state of affairs in future financial years.

22. DIVIDENDS

No dividend has been declared or paid out in the financial year ended 30 June 2020 (2019: nil). The Directors do not recommend the declaration of a dividend.

52

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

23. OPERATING SEGMENTS

Management has determined the operating segments based on reports reviewed by the Board of Directors for making strategic decisions. The current Board of Directors monitors the business based on operational and geographic factors and have determined that there is only one relevant business segment being ClearVue Technologies Limited and its controlled entities. The Group is domiciled in Australia and all revenue and expenditure is generated from Australia, and all assets are located in Australia.

24. INTEREST IN SUBSIDIARIES

The consolidated financial statements incorporate the assets, liabilities and results of the following whollyowned subsidiaries in accordance with the accounting policy in Note 2.

25.

Name
Country of Incorporation
ClearVue International Pty Ltd
Australia
ClearVue USA Inc
United States of America
ClearVue (Asia) Pte.Ltd
Singapore
ARENT ENTITY INFORMATION
Consolidated Statement of profit or loss and other
comprehensive income
Loss after income tax
Total comprehensive income
Consolidated Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Share capital
Reserves
Retained earnings
Name
Country of Incorporation
ClearVue International Pty Ltd
Australia
ClearVue USA Inc
United States of America
ClearVue (Asia) Pte.Ltd
Singapore
ARENT ENTITY INFORMATION
Consolidated Statement of profit or loss and other
comprehensive income
Loss after income tax
Total comprehensive income
Consolidated Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Share capital
Reserves
Retained earnings
Ownership Interest
2020
2019
100%
100%
100%
100%
100%
-
30 Jun 2020
$
30 Jun 2019
$
(2,049,191)
(3,852,963)
(2,049,191)
(3,852,963)
1,554,135
2,090,570
4,348,229
4,151,018
1,104,538
707,003
1,120,078
713,555
12,521,181
10,681,302
4,223,027
4,223,027
(13,516,057)
(11,466,866)
3,228,151
3,246,417
Ownership Interest
2020
2019
100%
100%
100%
100%
100%
-
30 Jun 2020
$
30 Jun 2019
$
(2,049,191)
(3,852,963)
(2,049,191)
(3,852,963)
1,554,135
2,090,570
4,348,229
4,151,018
1,104,538
707,003
1,120,078
713,555
12,521,181
10,681,302
4,223,027
4,223,027
(13,516,057)
(11,466,866)
3,228,151
3,246,417
Ownership Interest
2020
2019
100%
100%
100%
100%
100%
-
30 Jun 2020
$
30 Jun 2019
$
(2,049,191)
(3,852,963)
(2,049,191)
(3,852,963)
1,554,135
2,090,570
4,348,229
4,151,018
1,104,538
707,003
1,120,078
713,555
12,521,181
10,681,302
4,223,027
4,223,027
(13,516,057)
(11,466,866)
3,228,151
3,246,417
(3,852,963)
2,090,570
4,151,018
707,003
713,555
10,681,302
4,223,027
(11,466,866)
3,246,417

PARENT ENTITY INFORMATION

Guarantees

The parent entity had no guarantees that were entered in relation to the debts of its subsidiaries.

Contingent Liabilities

The parent entity had no contingent liabilities as at 30 June 2020 and 30 June 2019.

Capital Commitments

The parent entity had no capital commitments as at 30 June 2020 and 30 June 2019.

53

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

25. PARENT ENTITY INFORMATION (CONTINUED)

Significant Accounting Policies

The accounting policies for the parent entity are consistent with those of the consolidated entity, as disclosed in Note 2.

26. INCOME TAX

The prima facie tax expense on pre-tax accounting loss from
operations reconciles to the income tax expense as follows:
Loss before income tax
Tax at statutory rate of 27.5% (2019: 27.5%)
Non-deductible expenditure
Temporary differences and loss not recognised
Tax losses not brought to account as deferred tax asset
Tax gains not brought to account as deferred tax liabilities
Refundable research expenditure
Income tax benefit reported in income statement
Consolidated
30 Jun 2020
$
(2,049,191)
(563,527)
1,735
(19,318)
91,568
-
489,542
-
Consolidated
30 Jun 2019
$
(3,852,963)
(1,059,565)
409,416
(17,056)
425,562
-
241,643
Consolidated
30 Jun 2019
$
(3,852,963)
(1,059,565)
409,416
(17,056)
425,562
-
241,643
-

As at 30 June 2020, there was $5,867,485 tax losses carried forward (2019: $4,390,198).

27. LOSS PER SHARE

LOSS PER SHARE
Consolidated Consolidated
30 Jun 2020 30 Jun 2019
$ $
Loss after income tax used in calculating basic and diluted
earnings per share
(2,049,191) (3,852,963)
No. No.
Weighted average number or ordinary shares used in 102,530,057 96,974,766
calculating basic and diluted earnings per share
Cents Cents
Basic loss per share (1.91) (3.97)
Diluted loss per share (1.91) (3.97)

54

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

28. FINANCIAL INSTRUMENTS

Financial risk management objectives

The Company’s principal financial instruments comprise cash, receivables, payables and related party loans.

Primary responsibility for identification and control of financial risks rests with the Board. The Board reviews and agrees policies for managing each of the risks identified.

The Company manages its exposure to key financial risks, including interest rate, credit and liquidity risks in accordance with the Company’s risk management policy. The primary objective of the policy is to reduce the volatility of cash flows and asset values arising from such movements.

The Company uses different methods to measure and manage the different types of risks to which it is exposed. These include monitoring the levels of exposure to interest rate risk, ageing analysis and monitoring of credit allowances to manage credit risk and the use of future cash flow forecasts to monitor liquidity risk.

Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, with respect to each class of financial asset, financial liability and equity instrument are disclosed in Note 2 to the financial statements.

Credit risk

The carrying amount of the Company’s financial assets represents the maximum credit exposure. The Company’s maximum exposure to credit risk at the reporting date was:

Cash and cash equivalents
Trade and other receivables
Consolidated
30 Jun 2020
$
864,208
571,242
1,435,450
Consolidated
30 Jun 2019
$
1,376,936
623,426
Consolidated
30 Jun 2019
$
1,376,936
623,426
2,000,362

55

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

28. FINANCIAL INSTRUMENTS (CONTINUED)

The Company’s maximum exposure to interest rates at the reporting date was:

2020
Financial Assets - Current
Cash and cash equivalents
2019
Financial Assets - Current
Cash and cash equivalents
Interest Rate Exposure
Range of
Effective
Carrying
Variable
Non
Floating
Total
Interest
Amount
Interest
Interest
Interest
Rate
Rate
Bearing
Rate
(%)
$
$
$
$
$
0.36
864,208
864,208
-
-
864,208
0.36
1,376,936 1,376,936
-
-
1,376,936

The Company’s maximum exposure to credit risk for trade and other receivables at the reporting date was:

2020
Financial Assets - Current
Cash and cash equivalents
Trade and other receivables
2019
Financial Assets - Current
Cash and cash equivalents
Trade and other receivables
Past Due but Not Impaired
Carrying
Amount
Not Past
Due and
Not
Impaired
1-3
Months
3 Months
to 1 Year
1 to 5
Years
Impaired
Financial
Assets
$
$
$
$
$
$
864,208
864,208
864,208
-
-
-
571,242
571,242
571,242
-
-
-
1,435,450
1,435,450
1,435,450
-
-
-
1,376,936
1,376,936
1,376,936
-
-
-
623,426
623,426
623,426
-
-
-
2,000,362
2,000,362
2,000,362
-
-
-

Liquidity risk

The carrying amount of the Company’s financial liabilities represents the maximum liquidity risk. The Company’s maximum exposure to liquidity risk at the reporting date was:

Consolidated Consolidated
30 Jun 2020 30 Jun 2019
$ $
Trade and other payables 808,267 625,855

56

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

28. FINANCIAL INSTRUMENTS (CONTINUED)

The following table discloses the contractual maturity analysis at the reporting date:

2020
Financial Liabilities - Current
Trade and other payables
2019
Financial Liabilities - Current
Trade and other payables
Carrying
Amount
Less than
1 Month
1-3
Months
3 Months
to 1 Year
1 to 5
Years
Over 5
Years
$
$
$
$
$
$
808,267
808,267
-
-
-
-
625,855
625,855
-
-
-
-

Market risk

The Company is not exposed to any foreign currency risk or other price risk at the report date. The Company’s only exposure to interest rate risk is cash as disclosed below.

Sensitivity disclosure analysis

Taking into account past performance, future expectations and economic forecasts, the Company believes the following movements are ‘reasonably possible’ over the next 12 months (base rates are sourced from the Reserve Bank of Australia).

It is considered that 100 basis points is a ‘reasonably possible’ estimate of potential variations in the interest rate.

The following table discloses the impact on net operating result and equity for each category of financial instrument held by the Company at year end as presented to key management personnel, if changes in the relevant risk occur.

2020
Financial Assets - Current
Cash and cash equivalents
2019
Financial Assets - Current
Cash and cash equivalents
Interest Rate Risk
Carrying
+1%
-1%
Amount
Profit
Equity
Profit
Equity
$
$
$
$
$
864,208
8,642
8,642
(8,642)
(8,642)
1,376,936
13,769
13,769
(13,769)
(13,769)

57

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

DIRECTORS’ DECLARATION

  1. In the opinion of the Directors of ClearVue Technologies Limited:

  2. (a) the consolidated financial report and notes set out on pages 23 to 57 are in accordance with the Corporations Act 2001, including:

    • (i) giving a true and fair view of its financial position as at 30 June 2020 and of their performance for the period from 1 July 2019 to 30 June 2020; and

    • (ii) complying with Australian Accounting Standards (including the Australian Interpretations) and the Corporations Regulations 2001; and

  3. (b) at the date of this declaration, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable.

  4. The financial report comply with International Financial Reporting Standards (IFRS) as described in Note 2.

The Directors have been given the declarations required by section 295A of the Corporations Act 2001.

The declaration is made in accordance with a resolution of the Board of Directors required by section 295(5)(a) of the Corporations Act 2001.

==> picture [105 x 35] intentionally omitted <==

........................................................ Victor Rosenberg

Perth WA,

Date: 30 September 2020

58

==> picture [158 x 31] intentionally omitted <==

Central Park, Level 43 152-158 St Georges Terrace Perth WA 6000

Correspondence to: PO Box 7757 Cloisters Square Perth WA 6000

T +61 8 9480 2000 F +61 8 9480 2050 E [email protected] W www.grantthornton.com.au

Independent Auditor’s Report

To the Members of ClearVue Technologies Limited

Report on the audit of the financial report

Opinion

We have audited the financial report of ClearVue Technologies Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and the Directors’ declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:

  • a giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its performance for the year ended on that date; and

  • b complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for

Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

www.grantthornton.com.au

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation.

59

==> picture [326 x 46] intentionally omitted <==

Key audit matter How our audit addressed the key audit matter How our audit addressed the key audit matter
Impairment of development assets - Note 2.5 and 8
The Group has recorded intangible assets totalling $2,456,581
Our procedures included, amongst others:
(2019: $1,877,072) at 30 June 2020 for patent and research obtaining evidence to support the key assumptions used by
and development assets relating to the Group’s advance glass management in the model and challenging those
technology. This intangible asset is defined as not available assumptions;
for use. No impairment expense has been recognised during
the period.
evaluating the model against the requirements of AASB
136, including engaging an internal valuation expert to
AASB 136_Impairment of Assets_requires intangible assets not assess management’s impairment methodology;
yet available for use to be tested for impairment annually. performing sensitivity analysis to stress test the key
assumptions used in the fair value less cost of disposal
This area is a key audit matter due to the management model, including mark-up rate and obsolesces rate; and
judgement involved in assessing the assumptions and inputs assessing the appropriateness of the Group’s disclosures
required to prepare a fair value less costs of disposal model in the financial report.
and to satisfy the impairment testing requirements of AASB
136.
Accounting for Research and Development tax incentives
Note 4
The Group received Research and Development (R&D) tax Our procedures included, amongst others:
incentive payments under the research and development tax
incentive scheme from the Australian Government. The making enquiries with management and management’s
recognition of R&D incentives reduces the costs for R&D expert to obtain and document our understanding of their
activities of the Group. The company recorded $489,452 in process to calculate the R&D tax incentive;
R&D incentives relating to the R&D activities for the financial comparing the nature of the R&D expenditure included in
year ended 30 June 2020. the current year estimate to the prior year claim;
evaluating management’s processes and controls to
This was a key audit matter because of the level of judgement determine if it appropriately addresses the risks;
required in determining the value of eligible costs to be testing a sample of expenses to underlying supporting data
included as R&D costs in accordance with the relevant tax to ensure their inclusion as eligible expenditure was
legalisation for R&D incentives. appropriate;
engaging auditor’s R&D taxation experts to obtain an
understanding of the Group’s compliance with the relevant
R&D tax incentives;
reviewing historical reliability of estimates and budgets and
changes in legislation to support the reliability of the
estimate; and
assessing the adequacy of the Group’s disclosures in the
financial report.
Going concern – Note 2.2
The Group is not yet generating revenue and is still in the Our procedures included, amongst others:
development stage.
Cash flow forecasts prepared by management indicate that challenging the Group’s cash flow forecast and enquired
with management to gain an understanding of the inputs
there are sufficient cash reserves and the ability to adjust any and process underpinning the cash flow forecast prepared
discretionary spending to continue to support the going for the purpose of the going concern assessment;
concern assumption. reviewing management’s ability to accurately forecast
against historical results, agreements and committed
We consider this a key audit matter due to the increased risk expenditure approved budget by the Directors;
around estimation in the judgements made by management. conducting sensitivity analysis of the Group cash flow
The Group’s financial report is prepared on a going concern
basis. The Group’s assessment in respect of going concern is
forecast;
analysing continuity of normal business activities and the
realisation of assets and settlement of liabilities in the
set out Note 2 to the financial report. ordinary course of business; and
assessing the appropriateness of the related disclosures
within the financial report.

60

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Information other than the financial report and auditor’s report thereon

The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2020, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the financial report

The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is 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 the Australian Auditing Standards 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 this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/auditors_responsibilites/ar1_2020.pdf. This description forms part of our auditor’s report.

Report on the remuneration report

Opinion on the remuneration report

We have audited the Remuneration Report included in pages 6 to 16 of the Directors’ report for the year ended 30 June 2020.

In our opinion, the Remuneration Report of ClearVue Technologies Limited, for the year ended 30 June 2020 complies with section 300A of the Corporations Act 2001 .

61

==> picture [326 x 46] intentionally omitted <==

Responsibilities

The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

==> picture [151 x 44] intentionally omitted <==

GRANT THORNTON AUDIT PTY LTD Chartered Accountants

==> picture [136 x 50] intentionally omitted <==

L A Stella Partner – Audit & Assurance

Perth, 30 September 2020

62

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

ASX ADDITIONAL INFORMATION

Additional information required by the ASX Limited Listing Rules not disclosed elsewhere in this Annual Report is set out below.

SHAREHOLDINGS

The issued capital of the Company at 22 September 2020 is 138,441,304 ordinary fully paid shares.

Shares Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
Over 100,000
No. of Holders
No. of Shares
91
40,180
617
1,846,940
392
3,185,451
864
33,428,454
207
99,940,279
2,171
138,441,304

289 shareholders holding less than a marketable parcel

Shareholders by Location
Australian holders
Overseas holders
No. of Holders
No. of Shares
2,127
135,116,698
44
3,324,606
2,171
138,441,304

Top 20 Shareholders of Quoted Shares as at 22 September 2020

op 20 Shareholders of Quoted Shares as at 22 September 2020
No. of Shares
Held
% Held
1 LUMINATE PTY LTD 19,263,593 13.91%
2 IAN ROSENBERG 7,443,137 5.38%
3 ELEVATION VENTURES PTY LTD 3,550,000 2.56%
4 VICTOR ROSENBERG 3,146,506 2.27%
5 I ROSENBERG FAMILY PTY LTD 3,100,081 2.24%
6 MR ANTHONY DE NICOLA & MRS TANYA LOUISE DE NICOLA
2,575,000 1.86%
7 HAWERA PTY LTD 2,500,000 1.81%
8 HOLDSWORTH BROS PTY LTD A/C> 1,500,000 1.08%
9 MRS LUCIA SPASOJEVIC 1,100,000 0.79%
10 MRS LEANNE SUSAN VIDOVICH 1,070,000 0.77%
11 MR DAVID ARTHUR PAGANIN A/C> 1,040,000 0.75%
12 MS NATALIE MUSKI 1,037,500 0.75%
13 GRAZFAM PTY LTD 984,400 0.71%
14 MR STEPHEN JOHN VALENTINE 941,000 0.68%
15 MR DAVID IAN KERR & MRS CHERYL DOROTHEA KERR 917,114 0.66%
16 MR ADRIAN RICHARD MOSS 801,342 0.58%
17 MRS THERESA ANNE SMITS & MR BERT JOSEPH SMITS
800,000 0.58%
18 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 769,665 0.56%
19 MR SEAN ROSENBERG 750,000 0.54%
20 MR IVAN PERRY WU 701,766 0.51%
TOTAL 53,991,104 39.00%

63

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

ASX ADDITIONAL INFORMATION

Substantial Shareholders as at 22 September 2020

No. of
Shares Held
% Held
LUMINATE PTY LTD 19,263,593 13.91%
IAN ROSENBERG 7,443,137 5.38%

Voting Rights

The holders of ordinary shares are entitled to one vote per share at meetings of the Group.

OPTION HOLDINGS

Class
Terms
No. of Options
A
Exercisable at $0.25 each, expiring 21 June 2021
Options Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
63,148,024
Unlisted Options
No. of Holders
No. of Options
-
-
1
1,850
-
-
44
2,850,124
55
60,190,978
101
63,148,024

The following Option holders hold more than 20% of the single class of the Company’s Unlisted Options.

Holder No. of options %
Luminate Pty Ltd 19,513,593 30.90%

Voting Rights

Options have no voting rights.

PERFORMANCE SHARES

PERFORMANCE SHARES
Class
Terms
No. of Perf
Shares
A
Converting 1:1 into fully paid ordinary shares on satisfaction of milestone/s
B
Converting 1:1 into fully paid ordinary shares on satisfaction of milestone/s

C
Converting 1:1 into fully paid ordinary shares on satisfaction of milestone/s
D
Converting 1:1 into fully paid ordinary shares on satisfaction of milestone/s

E
Converting 1:1 into fully paid ordinary shares on satisfaction of milestone/s
F
Converting 1:1 into fully paid ordinary shares on satisfaction of milestone/s
1,000,000
3,000,000
6,000,000
1,000,000
1,000,000
1,000,000
13,000,000

64

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

ASX ADDITIONAL INFORMATION

*The Performance Shares in the relevant class will convert into Shares upon satisfaction of the milestones as follows:

Class A Performance Shares :

  • In the event that the aggregate of the value of the ClearVue Orders and the ClearVue Payments is equal to or greater than $2,000,000 within a period of 24 months commencing on the date the Company is admitted to the Official List ( Listing Date ) ( Class A Milestone 1 ), each Class A Performance Share will convert into one fully paid ordinary share in the Company ( Share ); or

  • In the event that Class A Milestone 1 is not satisfied but the aggregate of the value of the ClearVue Orders and the ClearVue Payments is equal to or greater than $7,000,000 within a period of 36 months from the Listing Date ( Class A Milestone 2 ), each Class A Performance Share will convert into one Share; or

  • In the event that neither Class A Milestone 1 or Class A Milestone 2 is satisfied but the aggregate of the value of the ClearVue Orders and the ClearVue Payments is equal to or greater than $17,000,000 within a period of 48 months from the Listing Date, each Class A Performance Share will convert into one Share.

Class B Performance Shares :

  • In the event that the aggregate of the value of the ClearVue Orders and the ClearVue Payments is equal to or greater than $5,000,000 within a period of 24-36 months from the Listing Date ( Class B Milestone 1 ), each Class B Performance Share will convert into one Share; or

  • In the event that Class B Milestone 1 is not satisfied but the aggregate of the value of the ClearVue Orders and the ClearVue Payments is equal to or greater than $7,000,000 within a period of 36 months from the Listing Date ( Class B Milestone 2 ), each Class B Performance Share will convert into one Share; or

  • In the event that neither Class B Milestone 1 or Class B Milestone 2 is satisfied but the aggregate of the value of the ClearVue Orders and the ClearVue Payments is equal to or greater than $17,000,000 within a period of 48 months from the Listing Date, each Class B Performance Share will convert into one Share.

Class C Performance Shares :

  • In the event that the aggregate of the value of the ClearVue Orders and the ClearVue Payments is equal to or greater than $10,000,000 within a period of 36-48 months from the Listing Date ( Class C Milestone 1 ), each Class C Performance Share will convert into one Share; or

  • In the event that Class C Milestone 1 is not satisfied but the aggregate of the value of the ClearVue Orders and the ClearVue Payments is equal to or greater than $17,000,000 within a period of 48 months from the Listing Date, each Class C Performance Share will convert into one Share.

Class D Performance Shares :

  • In the event the Company executes two Agreements within a period of 12 months from the Listing Date ( Class D Milestone 1 ), each Class D Performance Share will convert into one Share; or

  • In the event that the Class D Milestone 1 is not satisfied but the Company executes four Agreements within a period of 24 months from the Listing Date, each Class D Performance Share will convert into one Share ( Class D Milestone 2 ); or

  • In the event that the Class D Milestone 1 or the Class D Milestone 2 are not satisfied but the Company executes six Agreements within a period of 36 months from the Listing Date, each Class D Performance Share will convert into one Share.

65

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487

ASX ADDITIONAL INFORMATION

Class E Performance Shares :

  • In the event the Company executes two Agreements within a period of 12-24 months from the Listing Date ( Class E Milestone 1 ), each Class E Performance Share will convert into one Share; or

  • In the event that Class E Milestone 1 is not satisfied but the Company executes four Agreements within a period of 24 months from the Listing Date, each Class E Performance Share will convert into one Share ( Class E Milestone 2 ); or

  • In the event that the Class E Milestone 1 or the Class E Milestone 2 are not satisfied but the Company executes six Agreements within a period of 36 months from the Listing Date, each Class E Performance Share will convert into one Share.

Class F Performance Shares:

  • In the event the Company executes two Agreements within a period of 24-36 months from the Listing Date ( Class F Milestone 1 ), each Class F Performance Share will convert into one Share; or

  • In the event that Class F Milestone 1 is not satisfied but the Company executes six Agreements within a period of 36 months from the Listing Date, each Class F Performance Share will convert into one Share.

The following holders hold all of the Company’s Performance Shares on issue.

Holder Class A Class B Class C Class D Class E Class F
MR VICTOR ROSENBERG 1,000,000 3,000,000 6,000,000 - - -
ELEVATION VENTURES PTY LTD - - 1,000,000 1,000,000 1,000,000
-
TOTAL 1,000,000 3,000,000 6,000,000 1,000,000 1,000,000 1,000,000

None of the Performance Shares conversion milestones were met during the year, or subsequently to date.

Voting Rights

Performance shares have no voting rights.

REQUIREMENT LISTING RULE 4.10.18

In accordance with the listing rule 4.10.18 the Company confirms that it is not currently subject to an on-market buyback.

CORPORATE GOVERNANCE

The Company’s corporate governance statement is found on the Company’s website at - http://www.clearvuepv.com/corporate/corporate governance/

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