AI assistant
CLEARVUE TECHNOLOGIES LIMITED — Annual Report 2024
Aug 29, 2024
64697_rns_2024-08-29_e9dc7f5d-a816-426e-b125-253d1215c450.pdf
Annual Report
Open in viewerOpens in your device viewer
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