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CLEARVUE TECHNOLOGIES LIMITED Annual Report 2024

Aug 29, 2024

64697_rns_2024-08-29_e9dc7f5d-a816-426e-b125-253d1215c450.pdf

Annual Report

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CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 Appendix 4E

1. Company details

Name of entity: ClearVue Technologies Limited ABN: 45 071 397 487 Reporting period: For the year ended 30 June 2024 Previous period: For the year ended 30 June 2023

2. Results for announcement to the market

$
Revenues from ordinary activities down 37% to 39,811
Loss from ordinary activities after tax attributable to the owners of
Clearvue Technologies Limited up 67% to 12,492,332
Loss for the year attributable to the owners of Clearvue Technologies
Limited up 67% to 12,492,332

Dividends

No dividend has been declared or paid for the year ended 30 June 2024(30 June 2023: $nil).

Brief Explanation of Results

ClearVue's fiscal year 2024 was marked by significant commercial expansions, critical certifications, expanded product offerings, and strategic collaborations, positioning the company strongly in the global solar glazing technology market and laying a solid foundation for its future growth.

Commercial Agreements and Launches: ClearVue expanded its commercial presence in the U.S. and Australia. In October, the company entered the U.S. market with a A$252k contract to supply solar glass for a greenhouse project by Greenhouse System USA Inc. in California, followed by a repeat order in July worth A$175k. In Australia, ClearVue secured its first commercial order with Kapitol Group to integrate its Generation 2 solar windows into the Training and Wellness Centre in Melbourne.

North American Operations: To strengthen its North American presence, ClearVue appointed Charles (Chuck) Mowrey as President and CEO and established a dedicated headquarters in California. The company also qualified to trade on the OTCQX® Best Market, aligning with its focus on the U.S. market for both product distribution and attracting investors. Mowrey, who previously served as a Non-Executive board member, continues as an Executive Director.

Global Manufacturing and Distribution: ClearVue signed key manufacturing and distribution agreements (including minimum sales commitment) with providers in Israel, Singapore, South Africa, the U.S. (Colorado and Arizona), and Australia.

Certifications, Testing, and R&D: ClearVue achieved essential certifications ensuring compliance with international building codes, including the Insulating Glazing Certification Council (IGCC) seal certification, EN13501-1 combustibility rating, and IEC 61730 and IEC 61215 electrical and seal certifications.

Energy efficiency testing at Singapore’s Building and Construction Authority (BCA) Skylab facility highlighted ClearVue’s solar glass technology's benefits, including significant energy savings and improved thermal comfort for occupants. Sales and Marketing: ClearVue expanded its Building Integrated Photovoltaic (BIPV) product line, branded as the ClearVue Power Facade™, including solar spandrel, solar cladding, and architectural BIPV solutions. The product range was launched at the AIA24 Conference on Architecture & Design in Washington, D.C.

To support sales, ClearVue developed new tools, including a high-rise archetype model validated across 15 global locations, an independent U.S. tax study highlighting federal tax incentives for deploying ClearVue products.

No other significant changes occurred in the nature of the Company's activities during the financial year.

The loss for the consolidated entity after providing for income tax amounted to $12,492,332 (30 June 2023 $7,497,092).

Pinnacle Listed Comprehensive Limited Appendix 4E Preliminary final report

3. Net tangible assets

Net tangible assets per ordinary security

Reporting Previous
period period
Cents Cents
1.79 2.58

4. Details of associates and joint venture entities

Ownership Interest
Name Country of Incorporation 2024 2023
ClearVue International Pty Ltd Australia 100% 100%
ClearVue USA Inc United States of America 100% 100%
ClearVue (Asia) Pte.Ltd Singapore 100% 100%
ClearVue Europe BV Netherlands 100% 100%
Clearvue Europe Holdings BV Netherlands 100% 100%

5. Details of entities over which control has been gained or lost during the period

NA

6. Audit qualification or review

Details of audit/review dispute or qualification (if any):

The financial statements are in the process of being audited.

7. Attachments

Details of attachments (if any):

The Preliminary Financial Report of ClearVue Technologies Limited for the year ended 30 June 2024 is attached.

8. Signed

________

Date: 30 August 2024

Victor Rosenberg Chairman Perth

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 Appendix 4E

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES

ABN 45 071 397 487

Appendix 4E Preliminary Financial Report

30 June 2024

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 2024

Revenue from contracts with customers
Other income
Expenses
Consulting expense
Depreciation and amortisation expense
Employee benefits expense
Finance costs
Legal fees
Material costs
Royalty expense
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
Note Consolidated
30 Jun 2024
$
39,811
1,193,266
1,233,077
(3,496,586)
(630,190)
(2,371,850)
23,025
(124,721)
(719,377)
-
(3,843,240)
(746,826)
(1,815,644)
(13,725,409)
(12,492,332)
-
(12,492,332)
-
(12,492,332)
(5.4)
Consolidated
30 Jun 2023
$
63,310
1,152,716
Consolidated
30 Jun 2023
$
63,310
1,152,716
1,216,026
(2,629,563)
(343,971)
(1,566,054)
(12,777)
(72,447)
(618,851)
(21,483)
(1,562,838)
(499,418)
(1,385,716)
8
9
(8,713,118)
(7,497,092)
-
(7,497,092)
-
(7,497,092)
(3.5)

See accompanying notes to the consolidated financial statements

1

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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2024

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
2
3
4
5
6
7
Consolidated
30 Jun 2024
$
3,554,485
1,144,841
522,866
5,222,192
521,194
-
5,967,549
75,685
6,564,428
11,786,620
1,477,615
-
170,551
1,648,166
-
70,842
70,842
1,719,008
10,067,612
40,456,163
8,592,863
(38,981,414)
10,067,612
Consolidated
30 Jun 2023
$
5,164,663
1,008,835
382,304
Consolidated
30 Jun 2023
$
5,164,663
1,008,835
382,304
6,555,802
316,804
158,984
5,115,101
56,682
5,647,571
12,203,373
1,170,876
126,757
107,203
1,404,836
30,724
45,492
76,216
1,481,052
10,722,321
32,360,091
6,039,351
(27,677,121)
10,722,321

See accompanying notes to the consolidated financial statements

2

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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2024

Balance at 1 July 2022
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Options exercised
Share based payments
Performance shares lapsed
Balance at 30 June 2023
Balance at 1 July 2023
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Options exercised
Share based payments
Performance rights issued
Options vested
Options issued ESOP
Options issued to advisors
Options lapsed
At the Market conversion
Director loan repaid
Ordinary shares issued
Share issue costs
Balance at 30 June 2024
Share
Capital
Share-Based
Payments
Reserve
Accumulated
Losses
Total
$
$
$
$
31,373,822
5,742,782
(20,660,029)
16,456,575
-
-
(7,497,092)
(7,497,092)
-
-
-
-
-
-
(7,497,092)
(7,497,092)
200,000
-
-
200,000
786,269
776,569
-
1,562,838
(480,000)
480,000
-
32,360,091
6,039,351
(27,677,121)
10,722,321
32,360,091
6,039,351
(27,677,121)
10,722,321
-
-
(12,492,332)
(12,492,332)
-
-
-
-
-
-
(12,492,332)
(12,492,332)
561,875
(565,519)
565,519
561,875
120,439
-
-
120,439
-
1,569,863
-
1,569,863
-
99,411
-
99,411
-
1,790,427
-
1,790,427
*
263,101
-
263,101
-
(582,798)
582,798
-
1,725,000
-
-
1,725,000
-
(20,973)
39,722
18,749
6,153,485
-
-
6,153,485
(464,727)
-
-
(464,727)
40,456,163
8,592,863
(39,981,414)
10,067,612

See accompanying notes to the consolidated financial statements

3

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

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2024

Cash flows from operating activities
Loss before income tax
Adjustment for:
Effects of currency translation on cash
Depreciation of plant and equipment
Amortisation of intangible assets
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
Net cash (used in) investing activities
Cash flows from financing activities
Options exercised
Ordinary shares issued
“At the market” conversion
Share issue costs
Loan repayments
Director loan repaid
Lease payments
Net cash from financing activities
Net (decrease) in cash and cash equivalents
Effects of currency translation on cash
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Note
2
Consolidated
30 Jun 2024
$
(12,492,332)
14,500
243,296
386,894
3,843,240
(8,004,402)
(136,006)
(159,565)
306,739
88,698
(7,904,536)
(830,469)
(408,877)
(256,504)
(1,495,850)
561,875
6,153,485
1,725,000
(464,727)
-
18,750
(189,675)
7,804,708
(1,595,678)
(14,500)
5,164,663
3,554,485
Consolidated
30 Jun 2023
$
(7,497,092)
(108,010)
140,991
202,980
1,562,838
Consolidated
30 Jun 2023
$
(7,497,092)
(108,010)
140,991
202,980
1,562,838
(5,698,293)
(66,963)
(121,192)
525,103
(92,533)
(5,453,878)
(842,463)
(379,573)
(62,690)
(1,284,726)
200,000
-
-
-
(42,897)
-
(115,719)
41,384
(6,697,220)
108,010
11,753,873
5,164,663

See accompanying notes to the consolidated financial statements

4

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

NOTES TO CONSOLIDATED PRELIMINARY FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2024

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

1. BASIS OF PREPARATION

This preliminary financial report has been prepared in accordance with Australian Securities Exchange Listing Rules as they relate to the Appendix 4E and in accordance with the recognition and measurement requirements of the Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001 .

As such, this preliminary financial report does not include all the notes of the type included in an annual financial report and accordingly, should be read in conjunction with the annual report for the year ended 30 June 2022 and with any public announcement made by Clearvue Technologies Limited during the period in accordance with the continuous disclosure requirements of the Corporations Act 2001 .

The principal accounting policies adopted in the preparation of the financial report are consistent with those of the previous financial year.

2. CASH AND CASH EQUIVALENTS

ASH AND CASH EQUIVALENTS
Consolidated Consolidated
30 Jun 2024 30 Jun 2023
$ $
Cash and cash equivalents 3,554,485 5,164,663

3. TRADE AND OTHER RECEIVABLE

RADE AND OTHER RECEIVABLE
Trade receivables
R&D rebate receivable
Consolidated
30 Jun 2024
$
40,558
1,104,841
1,144,841
Consolidated
30 Jun 2023
$
73,371
935,464
1,008,835

5

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

NOTES TO CONSOLIDATED PRELIMINARY FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2024

4. 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
Development asset
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
Net carrying amount at 30 June
Consolidated
30 Jun 2024
$
3,378,822
2,588,727
5,967,549
4,304,500
(925,678)
3,378,822
3,474,030
830,470
4,304,500
678,158
247,520
925,678
3,378,822
2,787,573
(198,846)
2,588,727
2,378,696
408,877
2,787,573
59,467
139,379
198,846
2,588,727
5,967,549
Consolidated
30 Jun 2023
$
2,795,872
2,139,229
5,115,101
3.474,030
(678,158)
2,795,872
2,631,567
842,463
3,474,030
534,646
143,512
678,158
2,795,872
2,378,696
59,467
2,139,229
1,999,122
379,574
2,378,696
-
59,467
59,467
2,139,229
5,115,101

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 (2023: nil).

6

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

NOTES TO CONSOLIDATED PRELIMINARY FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2024

5. TRADE AND OTHER PAYABLES

RADE AND OTHER PAYABLES
Trade payables
Prepaid revenue
Unacquitted Grant
Other payables
Accruals
Consolidated
30 Jun 2024
$
683,147
167,532
300,000
115,125
211,811
1,477,615
Consolidated
30 Jun 2023
$
559,950
78,636
300,000
115,404
116,886
1,170,876

6. SHARE CAPITAL

Share issued and fully paid
Balance at 1 July
Options exercised1
Share based payments2
Issue of shares under placement3
Issue of Shares SPP4
“At the market” facility5
Share issue costs
Balance at 30 June
30 Jun 2024
NO. OF
SHARES
217,171,757
2,925,000
10,254,717
8,029,000
4,278,000
-
-
242,958,474
30 Jun 2023
NO. OF
SHARES
212,040,344
1,000,000
4,131,413
-
-
-
-
217,171,757
30 Jun 2024
$
32,360,091
561,875
120,439
4,014,485
2,139,000
1,725,000
(464,727)
40,456,163
30 Jun 2023
$
31,373,823
200,000
786,268
-
-
-
-
32,360,091

1On 16 August 2023 a total of 1,450,000 fully paid ordinary shares were issued on exercise of unlisted options, each option exercisable at $0.1425.

1On 30 October 2023 a total of 400,000 fully paid ordinary shares were issued on exercise of unlisted options, each option exercisable at $0.25.

1On 13 December 2023 a total of 400,000 fully paid ordinary shares were issued on exercise of unlisted options, each option exercisable at $0.25.

1On 13 December 2023 a total of 250,000 fully paid ordinary shares were issued on exercise of unlisted options, each option exercisable at $0.30

1On 12 February 2024 a total of 125,000 Fully paid ordinary shares were issued on exercise of unlisted options, each option exercisable at $0.30.

1On 19 June 2024 at total of 300,000 fully paid ordinary shares were issued on exercise of unlisted options, each option exercisable at $0.1425

2On 13 December 2023, 217,886 fully paid ordinary shares were issued to consultants at deemed price of $0.475

2On 23 October 2023, 10,000,000 fully paid ordinary shares were issued as collateral for the “at the market facility”

2On 19 June 2024, 36,831 fully paid ordinary shares were issued to consultants at deemed price of $0.46 3On 12 March 2024, 7,829,000 fully paid ordinary shares were issued at $0.50 per share pursuant to the Company’s placement, as announced in March 2024

3On 19 June 2024, 200,000 shares were issued at $0.50 per share pursuant to the Company’s placement, as announced March 2024.

7

CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 NOTES TO CONSOLIDATED PRELIMINARY FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2024

6. SHARE CAPITAL - continued

4On 26 March 2024, 4,278,000 fully paid ordinary shares were issued at $0.50 per share, pursuant to the Company’s Share Purchase Plan, announced in March 2024.

5On the 15 January 2024, 3,000,000 fully paid ordinary shares were released from the collateral held by Alpha Investment partners and issued at $0.575 per share pursuant the “at the market facility”.

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

7. SHARE-BASED PAYMENTS RESERVE

HARE-BASED PAYMENTS RESERVE
Share plan for Directors1
Performance rights to Directors
Options issued to Consultants
Options issued under CSIP
Options issued under ESIP
Performance rights issued under ESIP
Options issued to Lead Manager of placement
Options issued to Advisor
Options issued to the Board
Consolidated
30 Jun 2024
$
515,927
3,840,000
478,969
110,002
324,055
1,569,865
-
263,101
1,490,944
8,592,863
Consolidated
30 Jun 2023
$
536,900
3,840,000
893,414
353,545
24,570
390,922
-
-
6,039,351

1The 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.

8

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

NOTES TO CONSOLIDATED PRELIMINARY FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2024

7. SHARE-BASED PAYMENTS RESERVE- continued

Movements in Share based
payment reserve
Balance at 1 July 2022
Vesting options issued
Options issued to consultants1
Options exercised2
Options expired3
Options issued under ESIP4
Options issued under IOP6
Performance shares
cancelled5
Balance at 30 June 2023
NO. OF
OPTIONS
NO. OF
PERFORMANCE
RIGHTS
NO. OF
PERFORMANCE
SHARES
$
16,694,867
10,000,000
3,000,000
5,742,782
-
-
-
244,010
8,000,000
-
-
497,396
(1,000,000)
- -
-
-
(8,144,867)
-
-
-
500,000
-
-
24,570
3,000,000
-
-
10,593
-
-
(3,000,000)
(480,000)
19,050,000
10,000,000
-
6,039,351

1On 20 June 2023, 2,500,000 unlisted options exercisable at $0.30 per option, expiring 30 November 2024 were issued pursuant to a corporate advisory agreement.

1On 20 June 2023, 2,500,000 unlisted options exercisable at $0.40 per option, expiring 30 November 2025 were issued pursuant to a corporate advisory agreement.

1On 20 June 2023, 3,000,000 unlisted options exercisable at $0.50 per option, expiring 30 November 2025 were issued pursuant to a corporate advisory agreement.

2On 14 October 2022 a total of 1,000,000 fully paid ordinary shares were issued on exercise of unlisted options, each option exercisable at $0.20.

3On 31 December 2022, 8,144,867 unlisted options exercisable at $0.20 per option, expiring 31 December 2022 lapsed unexercised

4On 20 June 2023, 500,000 unlisted options exercisable at $0.30 per option, expiring 30 November 2024 were issued under the company’s employee securities investment plan.

5On 31 December 2022, 3,000,000 unlisted performance shares lapsed due to conditions not being met and have become incapable of being satisfied.

6On 23 May 2023, 3,000,000 unlisted options exercisable at $0.2475, expiring 12 July 2027 were granted to the CEO. The options comprise vesting milestones of 500,000 tranche 1 options (VWAP of $1.00 per share for at least 30 days), 500,000 tranche 2 options (introducing and procuring a strategic alliance), 500,000 tranche 3 options (VWAP of $1.50 per share for at least 30 days), 500,000 tranche 4 options (securing a commercial deployment) and 1,000,000 tranche 5 options (commence up-listing of its OTCQB listing into the NASDAQ). Options were issued as part of the company’s incentive option plan.

9

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

NOTES TO CONSOLIDATED PRELIMINARY FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2024

7. SHARE-BASED PAYMENTS RESERVE - continued

Movements in Share based
payment reserve
Balance at 1 July 2023
Options expired1
Options vested2
Options issued under ESIP3
Options issued to the board4
Director’s loan repaid5
Performance rights issued6
Options exercised7
Options issued to advisors8
Free attaching options9
Balance at 30 June 2024
NO. OF OPTIONS
NO. OF PERFORMANCE
RIGHTS
$
19,050,000
10,000,000
6.039,351
(5,000,000)
-
(582,798)
-
-
99,410
1,000,000
-
299,484
4,000,000
-
1,490,944
(20,973)
5,000,000
1,569,863
(2,925,000)
-
(565,519)
1,500,000
-
263,101
4,102,262
-
-
21,727,262
15,000,000
8,592,863

1On 31 October 2023, 3,000,000 unlisted options exercisable at $0.37, lapsed due to conditions have not been, or became incapable of being satisfied.

1On 30 June 2024, 2,000,000 unlisted options exercisable at $0.70, lapsed due to conditions have not been, or became incapable of being satisfied.

2On 23 May 2023, 3,000,000 unlisted options exercisable at $0.2475, expiring 12 July 2027 were granted to the CEO. The options comprise vesting milestones of 500,000 tranche 1 options (VWAP of $1.00 per share for at least 30 days), 500,000 tranche 2 options (introducing and procuring a strategic alliance), 500,000 tranche 3 options (VWAP of $1.50 per share for at least 30 days), 500,000 tranche 4 options (securing a commercial deployment) and 1,000,000 tranche 5 options (commence up-listing of its OTCQB listing into the NASDAQ). Options were issued as part of the company’s incentive option plan.

3On 30 October 2023, 1,000,000 unlisted options were issued to staff with an expiry date of 30 October 2027, that vest on the condition the share price of the Company reaches $0.50 and maintains a VWAP of $0.50 for at least 14 days within and prior to the expiry

4On 13 December 2023, 2,000,000 unlisted options exercisable at $0.50, expiring 13 December 2026;and 2,000,000 unlisted options exercisable at $1.00 expiring 13 December 2026 were issued to the board of directors.

5On 30th November 2023, $18,750 was repaid to the directors share plan.

6On 30 October 2023, 1,000,000 performance rights, expiring 30 October 2027 were issued, that vested on the condition that the participant assisting the Company to complete development and testing of vision and Spandrel Glass to achieve an A2 SO S1 fire rating confirmed by independent third party testing with such testing party approved by the Company, and certified to

the EN13501.1 standard.[ 5] On 30 October 2023, 500,000 performance rights, expiring 30 October 2027 were issued, that

vested on the condition the participant introduces an equity investor to the Company where and equity investment1 transaction is concluded and/or the participant has carriage of concluding an equity investment transaction.

6On 30 October 2023, 500,000 performance rights, expiring 30 October 2027 were issued, that vested on the condition the participant introduces a strategic investor to the Company where a strategic investment transaction is concluded and/or the participant has carriage of concluding a strategic investment.

10

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

NOTES TO CONSOLIDATED PRELIMINARY FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2024

7. SHARE-BASED PAYMENTS RESERVE - continued

6On 30 October 2023, 1,000,000 performance rights, expiring 30 October 2027 were issued, that vested on the condition the participant is able to assist the Company to complete an up-listing of its OTCQB US or ASX listing onto the main US board of the NASDAQ or the NYSE before the expiry date, or have commenced such process at least 3 months before the expiry date and such up-listing is completed within a further 6 months after the expiry date .

6On 30 October 2023, 500,000 performance rights, expiring 30 November 2025 were issued, that vested on the condition the Company maintaining a VWAP of $0.50 for at least 14 days at any time prior to the expiry date.

6On 30 October 2023, 500,000 performance rights, expiring 30 November 2025 were issued, that vested on the condition the Company receives revenue of A$1,500,000 from the sale of its own products (incorporating ClearVue technology) during a 12 month period.

6On 30 October 2023, 1,000,000 performance rights, expiring 30 November 2025 were issued, that vested on the condition The Company receives revenue of A$3,000,000 from the sale of its own products (incorporating ClearVue technology) during a 12 month period.

7On 16 August 2023 a total of 1,450,000 fully paid ordinary shares were issued on exercise of unlisted options, each option exercisable at $0.1425.

7On 30 October 2023 a total of 400,000 fully paid ordinary shares were issued on exercise of unlisted options, each option exercisable at $0.25.

7On 13 December 2023 a total of 400,000 and 250,00 fully paid ordinary shares were issued on exercise of unlisted options, each option exercisable at $0.25 and $0.30 respectively.

7On 12 February 2024 at total of 125,000 fully paid ordinary shares were issued on exercise of ordinary options, each option exercisable at $0.30.

7On 19 June 2024 at total of 300,000 fully paid ordinary shares were issued on exercise of ordinary options, each option exercisable at $0.1425.

8On 10 April 2024, 2,500,000 unlisted options exercisable at $0.30 per option, expiring 12 March 2026 were issued pursuant to a corporate advisory agreement

9On the 12 March 2024, 2,609,666 free attaching unlisted options were issued pursuant to the company’s placement, announced March 2024, exercisable at $0.75 per option, expiring 12 March 2026.

9On the 16 March 2024, 1,399,263 free attaching unlisted options were issued pursuant to the company’s share purchase plan, announced March 2024, exercisable at $0.75 per option, expiring 12 March 2026.

9On the 19 June 2024, 93,333 free attaching unlisted options were issued pursuant to the company’s placement, announced March 2024, exercisable at $0.75 per option, expiring 19 June 2026.

11

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

NOTES TO CONSOLIDATED PRELIMINARY FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2024

7. SHARE-BASED PAYMENTS RESERVE – continued

Options

The following share-based payment arrangements were in place during the current and prior periods:

Fair value
Exercise at grant Vesting
Number Grant date Expiry date price date date
$ $
CPVAS 93,333 19/06/2024 19/06/2026 0.75 - Vests at the
date of grant
CPVAR1 5,508,929 Various1 12/03/2026 0.75 - Vests at the
date of grant
CPVAO3 1,000,000 30/10/2023 30/10/2027 - 0.30 Vests at the
date of grant
CPVAP2 2,000,000 13/12/2023 13/12/2026 0.50 0.429 Vests at the
date of grant
CPVAQ2 2,000,000 13/12/2023 13/12/2026 1.00 0.324 Vests as per
note
CPVAK 2,625,000 20/06/2023 30/11/2024 0.30 0.049 Vests at the
date of grant
CPVAL 2,500,000 20/06/2023 30/11/2025 0.40 0.062 Vests at the
date of grant
CPVAM 3,000,000 20/06/2023 30/11/2026 0.50 0.073 Vests at the
date of grant
CPVAN 3,000,000 23/5/2023 12/7/2027 0.2475 0.19 Vests as per
note2

1On the 12 March 2024, 2,609,666 free attaching unlisted options were issued pursuant to the company’s placement, announced March 2024, exercisable at $0.75 per option, expiring 12 March 2026.

1On the 16 March 2024, 1,399,263 free attaching unlisted options were issued pursuant to the company’s share purchase plan, announced March 2024, exercisable at $0.75 per option, expiring 12 March 2026.

1On the 19 June 2024, 93,333 free attaching unlisted options were issued pursuant to the company’s placement, announced March 2024, exercisable at $0.75 per option, expiring 19 June 2026.

2On 13 December 2023, 2,000,000 unlisted options exercisable at $0.50, expiring 13 December 2026;and 2,000,000 unlisted options exercisable at $1.00 expiring 13 December 2026 were issued to the board of directors

3On 30 October 2023, 1,000,000 unlisted options were issued to staff with an expiry date of 30 October 2027, that vest on the condition the share price of the Company reaches $0.50 and maintains a VWAP of $0.50 for at least 14 days within and prior to the expiry

12

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

NOTES TO CONSOLIDATED PRELIMINARY FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2024

7. SHARE-BASED PAYMENTS RESERVE – continued

The following table illustrates the number and weighted average exercise prices of and movements in share options issued during the year:

Outstanding at the
beginning of year
Granted during the year
Exercised during the year
Expired during the year
Outstanding at the end of
year
Exercisable at the end of
year
2024
2023
Weighted
average
exercise price
Weighted
average
exercise price
Number
$
Number
$
19,050,000
0.195
16,694,867
0.195
10,602,262
0.68
11,500,000
0.36
(2,925,000)
0.19
(1,000,000)
0.20
(5,000,000)
0.52
(8,144,867)
0.20
21,727,262
0.52
19,050,000
0.378
14,727,262
0.51
13,050,000
0.41

The fair value of the equity-settled share options listed below is estimated as at the date of grant using the Black-scholes model taking into account the terms and conditions upon which the options were granted

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other features of options granted were incorporated into the measurement of fair value

13

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

NOTES TO CONSOLIDATED PRELIMINARY FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2024

7. SHARE-BASED PAYMENTS RESERVE – continued

The conversion of the performance rights is dependent on the following:

(i) Class A Performance Rights

  • (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 of issue of the Performance Rights ( Issue Date ) ( Class A Milestone 1 ), each Class A Performance Right will vest and be convertible 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 Issue Date ( Class A Milestone 2 ), each Class A Performance Right will vest and be convertible 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 Issue Date, each Class A Performance Right will vest and be convertible into one Share.

(ii) Class B Performance Rights

  • (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 to 36 months from the Issue Date ( Class B Milestone 1 ), each Class B Performance Right will vest and be convertible 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 Issue Date (Class B Milestone 2), each Class B Performance Right will vest and be convertible 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 Issue Date, each Class B Performance Right will vest and be convertible into one Share.

(iii) Class C Performance Rights

  • (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 to 48 months from the Issue Date ( Class C Milestone 1 ), each Class C Performance Right will vest and be convertible 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 Issue Date, each Class C Performance Right will vest and be convertible into one Share.

14

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

NOTES TO CONSOLIDATED PRELIMINARY FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2024

7. SHARE-BASED PAYMENTS RESERVE – continued

  • (iv) Class D Performance Rights

  • (A) In the event that the participant assisting the company completes the development and testing of vision and spandrel glass to achieve an A2 SO D1 fire rating confirmed by an independent third party testing, with such testing party approved by the company and certified to the EN13501.1 standard before the expiry date, each class D performance right will vest and be convertible into a share.

  • (v) Class E Performance Rights

  • (A) In the event that the participant introduces an equity investor to the company where the equity investment transaction is concluded and / or the participant has carriage of concluding an equity investment transaction before the expiry date, each of the class E performance rights will vest and be convertible into a share.

  • (vi) Class F Performance Rights

  • (A) In the event that the participant introduces an equity investor to the company where the equity investment transaction is concluded and / or the participant has carriage of concluding an equity investment transaction before the expiry date, each of the class E performance rights will vest and be convertible into a share

  • (vii) Class G Performance Rights

  • (A) In the event that the participant assists the company to complete an up-listing of its OTCQB US or ASX listing into the main US board of the NASDAQ or the NYSE before the expiry date or have commenced at least 3 months before the expiry date and such up-listing is completed within a further 6 months after the end of the expiry date, each of the class G performance rights will vest and be convertible into a share

(viii) Class H Performance Rights

  • (A) In the event the share price foir the ordinary shares of the company reaches $0.50 and maintains a volume weighted average of $0.50 per ordinary share for at least 14 days with and before the expiry date , each of the class H performance rights will vest and be convertible into a share

  • (ix) Class I Performance Rights

  • (A) In the event that the company receives revenue of AUD$1,500,000 from the sale of its own products (incorporating the ClearVue technology) during a twelve month period before the expiry date, each of the class E performance rights will vest and be convertible into a share

  • (x) Class J Performance Rights

  • (A) In the event that the company receives revenue of AUD$1,500,000 from the sale of its own products (incorporating the ClearVue technology) during a twelve month period before the expiry date, each of the class E performance rights will vest and be convertible into a share

15

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

NOTES TO CONSOLIDATED PRELIMINARY FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2024

7. SHARE-BASED PAYMENTS RESERVE – continued

The fair value of the performance rights is estimated as at the date of grant using the Black-Scholes model taking into account the terms and conditions upon which the rights were granted.

The performance requirements are non-vesting conditions as there is no service requirement and therefore the fair value was expensed immediately.

8. SHARE-BASED PAYMENTS EXPENSE

Shares issued to staff ESIP
Shares issued to consultants1
Options issued to consultants2
Shares issued to consultants3
Options issued under CSIP
Performance rights issued under ESIP4
Options issued to the board of directors5
Options issued under ESIP6
Options issued under IOP7
Consolidated
30 Jun 2024
$
-
59,811
263,101
60,628
-
1,569,863
1,490,943
299,484
99,410
3,843,240
Consolidated
30 Jun 2023
$
760,000
26,269
497,396
-
244,010
-
24,570
10,593
Consolidated
30 Jun 2023
$
760,000
26,269
497,396
-
244,010
-
24,570
10,593
1,562,838

1On 13 December 2023, 90,249 fully paid ordinary shares were issued at deemed price of $0.475 1On 19 June 2024, 36,831 fully paid ordinary shares were issued at deemed price of $0.46

2On 10 April 2024, 1,500,000 unlisted options exercisable at $0.75, expiring 12 March 2026, were issued pursuant to corporate advisory agreement

3On 13 December 2023, 127,638 fully paid ordinary shares were issued at deemed price of $0.475 4On 30 October 2023, 1,000,000 performance rights, expiring 30 October 2027 were issued, that vested on the condition that the participant assisting the Company to complete development and testing of vision and Spandrel Glass to achieve an A2 SO S1 fire rating confirmed by independent third party testing with such testing party approved by the Company, and certified to the EN13501.1 standard.

4On 30 October 2023, 500,000 performance rights, expiring 30 October 2027 were issued, that vested on the condition the participant introduces an equity investor to the Company where and equity investment1 transaction is concluded and/or the participant has carriage of concluding an equity investment transaction.

4On 30 October 2023, 500,000 performance rights, expiring 30 October 2027 were issued, that vested on the condition the participant introduces a strategic investor to the Company where a strategic investment transaction is concluded and/or the participant has carriage of concluding a strategic investment.

4On 30 October 2023, 1,000,000 performance rights, expiring 30 October 2027 were issued, that vested on the condition the participant is able to assist the Company to complete an up-listing of its OTCQB US or ASX listing onto the main US board of the NASDAQ or the NYSE before the expiry date, or have commenced such process at least 3 months before the expiry date and such up-listing is completed within a further 6 months after the expiry date .

16

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

NOTES TO CONSOLIDATED PRELIMINARY FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2024

8. SHARE-BASED PAYMENTS EXPENSE - continued

4On 30 October 2023, 500,000 performance rights, expiring 30 November 2025 were issued, that vested on the condition the Company maintaining a VWAP of $0.50 for at least 14 days at any time prior to the expiry date.

4On 30 October 2023, 500,000 performance rights, expiring 30 November 2025 were issued, that vested on the condition the Company receives revenue of A$1,500,000 from the sale of its own products (incorporating ClearVue technology) during a 12 month period.

4On 30 October 2023, 1,000,000 performance rights, expiring 30 November 2025 were issued, that vested on the condition The Company receives revenue of A$3,000,000 from the sale of its own products (incorporating ClearVue technology) during a 12 month period

5On 13 December 2023, 2,000,000 unlisted options exercisable at $0.50, expiring 13 December 2026;and 2,000,000 unlisted options exercisable at $1.00 expiring 13 December 2026 were issued to the board of directors.

6On 30 October 2023, 1,000,000 unlisted options were issued to staff with an expiry date of 30 October 2027, that vest on the condition the share price of the Company reaches $0.50 and maintains a VWAP of $0.50 for at least 14 days within and prior to the expiry date

7On 23 May 2023, 3,000,000 unlisted options exercisable at $0.2475, expiring 12 July 2027 were granted to the CEO. The options comprise vesting milestones of 500,000 tranche 1 options (VWAP of $1.00 per share for at least 30 days), 500,000 tranche 2 options (introducing and procuring a strategic alliance), 500,000 tranche 3 options (VWAP of $1.50 per share for at least 30 days), 500,000 tranche 4 options (securing a commercial deployment) and 1,000,000 tranche 5 options (commence up-listing of its OTCQB listing into the NASDAQ). Options were issued as part of the company’s incentive option plan

9. LOSS PER SHARE

Consolidated Consolidated
30 Jun 2024 30 Jun 2023
$ $
Loss after income tax used in calculating basic and diluted (12,492,232) (7,493,092)
earnings per share
No. No.
Weighted average number or ordinary shares used in 229,607,059 215,014,429
calculating basic and diluted earnings per share
Cents Cents
Basic loss per share (5.4) (3.5)
Diluted loss per share (5.4) (3.5)

17