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First Graphene Ltd. Annual Report 2021

Aug 30, 2021

35640_rns_2021-08-30_7c6b3718-6523-42ab-9a92-828d98cf950a.pdf

Annual Report

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ACN 007 870 760 ABN 50 007 870 760

ASX APPENDIX 4E

PRELIMINARY FINAL REPORT

FOR THE YEAR ENDED 30 JUNE 2021

(INCORPORATING INFORMATION PURSUANT TO ASX LISTING RULE 4.3A)

ASX Appendix 4E

Details of the Reporting Period

Current reporting period: 30 June 2021 Previous corresponding reporting period: 30 June 2020 Functional Currency Australian Dollars

Results for Announcement to the Market

30 June 30 June
2021 2020 Change
$ $ $ %
Revenue from ordinary activities 341,869 289,773 52,069 18%
Loss from ordinary activities after tax
attributable to members
(6,255,830) (5,349,867) (905,964) (17%)
Net Loss for the period attributable to
members
(6,284,757) (5,366,149) (918,609) (17%)
Basic & Diluted (loss) per share
(cents per share)
(1.19) (1.11) (0.08) (7%)

Dividends

No dividends have been paid or are proposed to be paid by First Graphene Limited and there is no dividend reinvestment plan in place / operation for the year ended 30 June 2021 (2020:Nil)

Net Tangible Assets per share

30 June 30 June
2021 2020
Cents per Share Cents per Share
Net Tangible Assets per share 1.72 2.27

Control Gained or Lost over Entities

There were no changes to control over entities by First Graphene limited or its subsidiaries during the financial year

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Details of Associates and Joint Ventures

No material impact to the consolidated group result of First Graphene Limited from the investment noted below

Name of Entity Holding % planarTECH (Holdings) Ltd 2.1%

Commentary on results for the period

Please refer to Results Review on Page 3

Compliance Statement

The attached Annual Financial Report has been prepared using Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (“AASB”)

Audit Status

The attached Annual Financial Report for the year ended 30 June 2021 has been subject to an audit by our external auditor, BDO Audit (WA) Pty Ltd. A copy of the independent audit report to the members of First Graphene Limited is included in the accompanying Financial Report.

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Results Review for Financial Year 2021

Full Year ended 30 June 2021 2020 Variance
A$000 A$000 %
Sales Revenue 342 290 18%
Reported Operating Profit / (Loss) (6,285) (5,366) (17%)
Underlying Operating Profit / (Loss)
(Reported Operating Loss, less Non-Recurring/One-off Costs)
(5,066) (5,366) 6%
Non-Recurring / One-off Costs* (1,219) - (0%)

*Costs represented as a negative number

First Graphene Limited has a reported operating loss of AUD 6,3m before non-recurring/one off items for the Financial Year ended 30 June 2021.

Excluding these non-recurring / one-off items related to restructuring of the business, valued at AUD 1.2m, the underlying operating result is a loss of AUD 5.0m , which is a 6% improvement (AUD 0.3m) over Financial Year 2020. The primary drivers for this improved result include:

  1. Improved sales in Q4 of FY 2021, setting a sound base for FY 2022

  2. Cost reduction initiatives:

  3. a. Change in ERP system, reducing cost by 50%

  4. b. Reduced spend on consultants

  5. c. Headcount reduction

The One-off costs incurred in FY 2021 are primarily as result of a business restructure, which (amongst others) includes contractual payments to retiring directors (AUD 0.9m) , recruitment costs for new leadership and commercial team (AUD 0.1m) and non-cash writeoff of redundant intangible assets (AUD 0.25m) .

First Graphene’s refocused strategy is committed to rapidly growing its sales portfolio, whilst keeping its cost base under strict control and commensurate to its growth.

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ACN 007 870 760 ABN 50 007 870 760

ANNUAL FINANCIAL REPORT

30 JUNE 2021

Corporate Directory

Directors

Share Registry

Warwick Grigor (Non-Executive Chairman) Dr Andy Goodwin (Non-Executive Director) Michael Quinert (Non-Executive Director)

Michael Bell (Managing Director and Chief Executive Officer

Company Secretary

Aditya Asthana

Automic Registry Services Level 2, 267 St Georges Terrace, Perth WA 6000

All securityholder correspondence to:

PO Box 2226, Strawberry Hills, NSW 2012 Contact: P: 1300 288 664 (within Australia) P: +61 (0)8 9324 2099 (outside Australia) E: [email protected] www.automic.com.au

Principal Registered Office in Australia

Auditor

1 Sepia Close Henderson WA 6166 Telephone: +61 1300 660 448 Email: [email protected] Website: www.firstgraphene.net

BDO Audit (WA) Pty Ltd 38 Station Street Subiaco WA 6008

Stock Exchange Listings

The Company is listed on the Australian Securities Exchange under the trading code FGR

The Company is quoted on the Frankfurt Stock Exchange under the trading code FSE:M11 .

The Company is quoted on the OTCQB market in the USA under the trading code FGPHF .

Solicitors – Australia

Steinepreis Paganin

Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

EMK Lawyers

Suite 1, 519 Stirling Hwy, Cottesloe WA 6011 PO Box 103, Cottesloe WA 6011

Bankers – Australia

Westpac Banking Corporation

Level 6, 109 St Georges Terrace, Perth WA 6000

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Table of Contents

Table of Contents Table of Contents
Corporate Directory ...................................................................................................................... 2
Table of Contents ....................................................................................................................... 3
First Graphene Group Executive ................................................................................................. 5
Directors’ Report ............................................................................................................................ 6
Remuneration report (audited) ............................................................................................. 10
Auditor’s Independence Declaration ...................................................................................... 18
Consolidated Statement of Profit or Loss and Other Comprehensive Income .................. 19
Consolidated Statement of Profit or Loss and Other Comprehensive Income (continued)
........................................................................................................................................................ 20
Consolidated Statement of Financial Position ......................................................................... 21
Consolidated Statement of Changes in Equity ....................................................................... 22
Consolidated Statement of Cash Flows ................................................................................... 23
1. Basis of Preparation .......................................................................................................... 24
2. Segment reporting ........................................................................................................... 28
3. Revenue from contracts with customers ...................................................................... 31
4. Operating expenses and other income ....................................................................... 31
5. Finance income and expense ....................................................................................... 33
6. Income tax ........................................................................................................................ 34
7. Loss per share .................................................................................................................... 35
8. Cash and cash equivalents ............................................................................................ 36
9. Inventories ......................................................................................................................... 36
10. Other assets ................................................................................................................... 37
11. Property, plant and equipment ................................................................................. 37
12. Right of use assets and liabilities ................................................................................. 39
13. Trade and other payables .......................................................................................... 40
14. Financial liabilities ......................................................................................................... 40
15. Financial Risk Management ........................................................................................ 42
16. Issued capital ................................................................................................................ 48
17. Share based payments ............................................................................................... 49
18. Reserves and accumulated losses ............................................................................. 51
19. Statement of cash flow reconciliation ...................................................................... 51
20. Commitments ............................................................................................................... 52
21. Results of the parent company .................................................................................. 52
22. Events since the end of the financial year................................................................ 53

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23.
Related party transactions .......................................................................................... 53
24.
Auditors’ remuneration ................................................................................................ 54
Directors’ Declaration ................................................................................................................. 55
Independent Auditor’s Report ................................................................................................... 56
Additional Securities Exchange Information............................................................................ 60

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First Graphene Group Executive

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Michael Bell – Managing Director and Chief Executive Officer

Mike has over 20 years’ experience in engineering and business management and significant international experience driving business growth.

He was with ST Engineering Group where he served as Senior VicePresident.

Mike has also held roles as Director for Navman Wireless, a global Telematics company, and as General Manager with Singaporebased shipbuilder Strategic Marine.

Paul Ladislaus – Research & Development Manager

Paul is a Chartered Chemical Engineer with 20 years’ experience in operational, design, project management and research and development roles in the Chemicals Industry.

He has worked as a Chemical Engineer with Huntsman Pigments, Thomas Swan & Co Ltd and has also worked with the Royal Naval as a Reservist Officer. Paul holds a Master’s Degree in Chemical Engineering from the University of Cambridge.

Aditya Asthana – Chief Financial Officer & Company Secretary

Aditya has more than 15 years’ experience in finance and business management across Australia and Asia.

He has significant expertise in risk management, transformation and business turnarounds with Orica Ltd and its international subsidiaries and has held several CFO and Director roles in Australia, Singapore and Indonesia.

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Directors’ Report

The directors present their report together with the financial report of First Graphene Limited (‘First Graphene” or ‘Company’) and the entities it controlled (‘Consolidated Entity’ or ‘Group’) for the year ended 30 June 2021.

Directors

The names and details of the Company’s Directors in office during the financial year and until the date of this report are as follows. The Directors were in office for this entire period unless otherwise stated.

Warwick Grigor BEc. LLB, MAusIMM, FAICD

Non-Executive Chairman

Mr Grigor is a highly respected and experienced mining analyst, with an intimate knowledge of all market related aspects of the mining industry. He is a graduate of the Australian National University having completed degrees in law and economics. His association with mining commenced with a position in the finance department of Hamersley Iron, and from there he moved to Sydney to become a mining analyst with institutional stockbrokers. Mr Grigor left County NatWest Securities in 1991 to found Far East Capital Limited which was established as a specialist mining company financier and corporate adviser, together with Andrew "Twiggy" Forrest.

In 2008, Far East Capital Limited sponsored the formation of a stockbroking company, BGF Equities, and Mr Grigor assumed the position of Executive Chairman. This was re-badged as Canaccord Genuity Australia Limited when a 50% stake was sold to Canaccord Genuity Group Inc. Mr Grigor retired from Canaccord in October 2014, returning to Far East Capital Limited.

Former directorships in the last 3 years

None.

Interests in shares and options

Ordinary shares
Options
18,883,772
11,854,951

Andy has extensive leadership experience with Sanofi, Dow Corning Corporation and Thomas Swan & Co. Ltd. He has a PhD in polymer chemistry and an MTE Diploma from the IMD Business School in Lausanne, Switzerland.

Andy has been actively involved in the development of the graphene materials industry since 2012. He joined First Graphene in 2017 and is based in Manchester, UK.

Appointed 1 July 2020

Other Current Directorships

None.

Former directorships in the last 3 years

None

Interests in shares and options

Ordinary shares 2,008,993
Options 3,108,993

Michael Quinert

Non-Executive Director

Mr Quinert is a founding partner of Quinert Rodda & Associates which was established in July 2009. He has over 30-years’ experience as a commercial and corporate lawyer, including three years with ASX and over 20 years as a partner in a Melbourne law firms.

Mr Quinert has extensive experience assisting and advising companies on IPO’s, capital raising, cross border transactions, regulatory compliance and has regularly advised publicly listed mining companies.

Michael is a Non-Executive Chairman of West Wits Mining Limited and Non-Executive Director of listed First Au Limited (ASX:FAU).

Appointed 1 March 2021

Other Current Directorships

West Wits Mining Limited First Au Limited

Former directorships in the last 3 years

Manalto Limited (ASX: MTL) Covata Limited (ASX: CVT)

Dr Andy Goodwin Ph.D. (Polymer Chemistry)

Non-Executive Director

Interests in shares and options

None

Andy has a successful track record in innovation and technology development roles within the speciality chemicals industry.

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None.

Michael Bell

Managing Director and Chief Executive Officer

Mr Bell has over 20 years’ experience in engineering and business management and significant international experience driving business growth.

He was with ST Engineering Group where he served as Senior Vice-President.

Mike has also held roles as Director for Navman Wireless, a global Telematics company, and as General Manager with Singapore-based shipbuilder Strategic Marine.

Appointed Managing Director on 1 July 2021

Other Current Directorships

Former directorships in the last 3 years

Non-Executive Director: Haranga Resources Limited

Results and Dividends

The Group result for the year was a loss of $6,284,757 (2020: loss of $5,366,149).

No final dividend has been declared or recommended as at 30 June 2021 or as at the date of this report (2020: $ nil).

No interim dividends have been paid (2020: nil).

None

Former directorships in the last 3 years

None

Interests in shares and options

Options 5,000,000

Craig McGuckin , Dip. Minsurv Class 1, Dip Surfmin

Managing Director

Mr McGuckin is a qualified mining professional with 34 years’ experience in the mining, drilling, petroleum and graphene industries. He has held senior positions including Senior Planning Engineer, Mine Manager and Managing Director of private and publicly listed companies.

Retired 8 January 2021.

Former directorships in the last 3 years

None

Peter Youd B Bus (Accounting), AICA

Executive Director

Mr Youd is a Chartered Accountant and has extensive experience within the resources and oil and gas services, industries. For the last 31 years Mr Youd has held a number of senior management positions and directorships for publicly listed and private companies in Australia and overseas.

Retired 28 April 2021

Principal Activities

During the financial year the principal continuing activities of the Consolidated Entity was as the leading supplier of high-performing graphene products with a robust manufacturing platform and an established 100 tonne/year graphene production capacity. PureGRAPH[®] graphene is easy to use and is enhancing the properties of customers’ products and materials across industries and applications worldwide.

First Graphene Limited has a primary manufacturing base in Henderson, near Perth, WA. The Company is incorporated in the UK as First Graphene (UK) Ltd. and is a Tier 1 partner at the Graphene Engineering and Innovation Centre (GEIC), Manchester, UK.

Events Since the End of the Financial Year

From the 1[st] of July 2021 to the 9[th] of August 2021, 6.7 million options were exercised by option-holders resulting in approximately $1.68 million of cash influx for First Graphene.

No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent financial years.

Significant Changes in State of Affairs

There were no significant changes in the state of affairs of the consolidated entity during the financial year.

Other Current Directorships

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Likely Developments and expected results of operations

The Directors have excluded from this report any further information on the likely developments in the operations of the Group and the expected results of those operations in future financial years, other than as mentioned in the Chairman’s Statement and Review of Operations, as the Directors have reasonable grounds to believe the nascent nature of the graphene market makes it impractical to forecast future profitability and other material financial events.

Directors’ and other officers’ emoluments

Details of the remuneration policy for Directors and other officers are included in the Remuneration Report (page 10) and the Corporate Governance Report lodged separately on ASX on the same day as this report is lodged.

Details of the nature and amounts of emoluments for each Director of the Company and Executive Officers are included in the Remuneration Report.

Environmental Regulations

The Group’s graphene production and sales operations are subject to regulation In Australia by the Australian Industrial Chemicals Introduction Scheme (AICIS) and by the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH) in the European Union and United Kingdom.

The Company’s Commercial Graphene Production facility has been approved as meeting the environmental standards set down by the Government of Western Australia’s Department of Environment Regulation.

Proceedings on behalf of company

No person has applied to the Court under section 237 of the Corporations Act for leave to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.

The Company was not a party to any such proceedings during the year.

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Share Options

At the date of this report, First Graphene Limited has the following options exercisable into ordinary shares in First Graphene Limited.

Unlisted Grant Date Date of Exercise Price Number
Expiry under option
Share option 6 February 26 February
$0.18
each, if exercised 1,000,000
2019 2022 on or before 26 February
2022
Share option 8 November 8 November
$0.25
each, if exercised 14,300,000
2019 2023 on or before 8 November
2023

Directors’ meetings

The number of meetings of Directors held during the year and the number attended by each Director was as follows:

Directors’ Meetings Directors’ Meetings
Meetings Attended Entitled to Attend
Warwick Grigor 8 8
Dr Andy Goodwin 7 8
Michael Quinert 3 3
Craig McGuckin 4 4
Peter Youd 6 6

Indemnification and insurance of officers and auditors

Under the Company’s constitution and subject to section 199A of the Corporations Act 2001, the Company indemnifies each of the directors, the company secretary and every other person who is an officer of the Company and its wholly-owned subsidiaries. The above indemnity is a continuing indemnity and applies in respect of all acts done by a person while an officer of the Company or its wholly-owned subsidiaries even though the person is not an officer at the time the claim is made.

The Company has entered into a Deed of Indemnity, Access and Insurance (“Deed”) with each current and former officer of the Company and its subsidiaries, including each director and company secretary and persons who previously held those roles.

During the financial year, the Company has paid a premium in respect of insuring the directors and officers of the Company and the Group. The insurance contract prohibits disclosure of the premium or the nature of liabilities insured against under the policy.

No indemnity or insurance is in place in respect of the auditor.

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Remuneration report (audited)

The information provided in this Remuneration Report has been audited as required by section 308(3C) of the Corporations Act 2001.

This report outlines the remuneration arrangements in place for Directors of First Graphene Limited and Executives of the Group.

Key Management Personnel (‘KMP’) disclosed in this report:

Mr Warwick Grigor Dr Andy Goodwin (Appointed 1 July 2020) Mr Michael Bell (Appointed 11 January 2021) Mr Aditya Asthana (Appointed 22 March 2021) Mr Michael Quinert (Appointed 1 March 2021) Mr Craig McGuckin (Retired 8 January 2021) Mr Peter Youd (Retired 28 April 2021)

Remuneration Policy

Emoluments of Directors and Senior Executives are set by reference to payments made by other companies of similar size and industry, and by reference to the skills and experience of the Directors and Executives. Details of the nature and amounts of emoluments of each Director of the Company are disclosed annually in the Company's annual report.

Directors and Senior Executives are prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements.

There has been no direct relationship between the Group’s financial performance and remuneration of key management personnel over the previous 5 years.

Executive Director Remuneration

Executive pay and reward consist of a base fee and short-term performance incentives. Long term performance incentives may include options granted at the discretion of the Board and subject to obtaining the relevant approvals. The grant of options is designed to recognise and reward efforts as well as to provide additional incentive and may be subject to the successful completion of performance hurdles.

Executives are offered a competitive level of base pay at market rates (for comparable companies) and are reviewed annually to ensure market competitiveness.

The remuneration policy is designed to encourage superior performance and long-term commitment to First Graphene. At this stage of the Company’s development there is no contractual performance-based remuneration.

Executive Directors do not receive any fees for being Directors of First Graphene or for attending Board meetings.

All Executive Directors, Non-Executive Directors and responsible executives of First Graphene are entitled to an Indemnity and Access Agreement under which, inter alia, they are indemnified as far as possible under the law for their actions as Directors and officers of First Graphene.

Non-Executive Director Remuneration

The Company's policy is to remunerate non-executive Directors at a fixed fee for time, commitment and responsibilities. Remuneration for Non-Executive Directors is not linked to individual performance. Given the Company is at its early stage of development and the

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financial restrictions placed on it, the Company may consider it appropriate to issue unlisted options to Non-Executive Directors, subject to obtaining the relevant approvals. This Policy is subject to annual review. All of the Directors' option holdings are fully disclosed. From time to time the Company may grant options to non-executive Directors. The grant of options is designed to recognise and reward efforts as well as to provide Non-Executive Directors with additional incentive to continue those efforts for the benefit of the Company.

Non-Executive Directors are remunerated for their services from the maximum aggregate amount (currently $300,000 per annum) approved by shareholders for this purpose. They receive a base fee which is currently set at $25,000 per annum per non-executive Director and $30,000 per annum for the non-executive Chairman. There are no termination payments to non-executive Directors on their retirement from office.

The Company’s policy for determining the nature and amounts of emoluments of Board members and Senior Executives of the Company is set out below:

Setting Remuneration Arrangements

The Company does not have a separate Remuneration Committee. Given the current size and composition of the Board, the Board believes there would be no efficiencies gained by establishing a separate Remuneration Committee. Accordingly, the Board performs the role of the Remuneration Committee. When the Board convenes as the Remuneration Committee it carries out those functions which are delegated to it in the Company’s Remuneration Committee Charter.

Executive Officer Remuneration, including Executive Directors

The remuneration structure for Executive Officers, including Executive Directors, is based on a number of factors, including length of service, the particular experience of the individual concerned, and the overall performance of the Company. The contracts for service between the Company and specified Directors and Executives are on a continuing basis, the terms of which are not expected to change in the immediate future. Upon retirement Executive Directors and Executives are paid employee benefit entitlements accrued to the date of retirement.

As an incentive, the Company has adopted an employee share option plan. The purpose of the plan is to give employees, directors and officers of the Company an opportunity, in the form of options, to subscribe for shares. The Directors consider the plan will enable the Company to retain and attract skilled and experienced employees, board members and officers, and provide them with the motivation to make the Company more successful.

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Details of remuneration for the year ended 30 June 2021

The remuneration for each Director and key management executives of the Group during the year was as follows:

Short term incentives & other benefits Short term incentives & other benefits Short term incentives & other benefits
Base
consulting
fee
Vehicle
allowance
Director’s
fees
Salary Bonus
payment as
per
contracts
(viii)
Post-
Employment
Entitlements
Termination
Payment
Share
based
payments
Total Value of
remuneration
which is
performance
related
30 June 2021 A$ A$ A$ A$ A$ A$ A$ A$ A$ %
Executive Directors -
Craig McGuckin(i) (ii) 315,472 7,290 - - 100,000 - 392,887 - 815,649 -
Peter Youd(i) (iii) 407,311 10,843 - - 100,000 - 274,919 - 793,073 -
Non-Executive
Directors
Warwick Grigor(i) - - 30,000 90,000 100,000 11,450 - - 231,450 -
Dr Andy Goodwin(i),
(iv)
- - 25,000 122,142 - - - - 147,142 -
Michael Quinert(v) - - 11,664 - - - - - 11,664 -
Other Key
Management
**Personnel **
Michael Bell(vi)(ix) - - - 151,563 - 2,375 - 216,556 370,494 58%
Aditya Asthana(vii) - - - 61,111 - 6,111 - 3,150 70,372 4%
Total 722,783 18,133 66,664 424,816 300,000 19,936 667,806 219,706 2,439,844
  • i. Mr Craig McGuckin and Mr Peter Youd do not receive director’s fees however are compensated in accordance with their respective consultant agreement. Mr Warwick Grigor and Mr Andy Goodwin receive a salary for their director services.

  • ii. Mr McGuckin retired on 8 January 2021

  • iii. Mr Peter Youd retired on 28 April 2021

  • iv. Dr Andy Goodwin was appointed a Non-Executive Director on 1 July 2020

  • v. Mr Michael Quinert was appointed a Non-Executive Director on 1 March 2021

  • vi. Mr Michel Bell commenced as Chief Executive Officer on 11 January 2021

  • vii. Mr Aditya Asthana commenced as Chief Financial Officer & Company Secretary on 22 March 2021

  • viii. Bonus payments reflects entitlements due under appointment contracts for performance in 2020.

  • ix. The share based payment represents the fair value of the 5,000,000 options granted to Michael Bell upto June 2021, which he can choose to exercise by paying $0.25 per share to the company. Refer Page 15 for details

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Details of remuneration for the year ended 30 June 2020

The remuneration for each Director and key management executives of the Group during the year was as follows:

Short term incentives & other benefits Short term incentives & other benefits Short term incentives & other benefits
Base
consulting
fee
Vehicle
allowance
Director’s fees Salary Bonus
payment as
per contracts
(iii)
Post-
Employment
Entitlements
Share based
payments
Total Value of
remuneration
which is
performance
related
30 June 2020 A$ A$ A$ A$ A$ A$ A$ A$ %
Executive
Directors
-
Craig McGuckin
(i)
498,425 12,000 - - 50,000 - 216,352 776,777 -
Peter Youd(i) 389,758 12,000 - - 50,000 - 216,352 668,110 -
Non-Executive
Directors
Warwick Grigor - - 30,000 90,000 50,000 11,400 216,352 397,752 -
Other Key
Management
**Personnel **
Dr Andy
Goodwin(ii)
- - - 395,755 - - 63,707 459,462 -
Total 888,183 24,000 30,000 485,755 150,000 11,400 712,763 2,302,101
  • i. Mr Craig McGuckin and Mr Peter Youd do not receive director’s fees however are compensated in accordance with their respective consultant agreement.

ii. The above remuneration reflects Dr Goodwin’s remuneration as Chief Technology Officer during the 2020 fiscal year. Dr Goodwin resigned from his full-time position at the end of June 2020. Dr Goodwin was appointed as a non-executive director on 1 July 2020.

iii. Bonus payments reflects entitlements due under appointment contracts for performance in 2020.

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The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives. The Group is in the early development phase of its operations, and due consideration is made of developing long term shareholder value. The Board has regard to the following indices in respect of the current financial year to facilitate the long-term growth of the Consolidated Group:

Item 2021 2020
2019

2018
2107
Sales revenue $ 341,869 289,773
22,771

7,180
-
Loss before tax $ (6,284,757) (5,366,149)
(6,986,738)

(7,024,612)
(4,259,960)
Basic loss per shares (1.19) (1.11)
(1.78)

(1.65)
(1.32)
(cents)
Increase/(decrease) 133.1 (45.1)
134.2

275.3
(57.5)
in share price %

Relationship between Remuneration and Company Performance

There is not a connection between the profitability of the Company and remuneration as the Company is not generating revenues.

Name % Fixed remuneration % Short Term
Incentive
% Long Term
Incentive
Warwick Grigor 57% 43%
Dr Andy Goodwin 100%
Michael Quinert 100%
Michael Bell 42% 58%
Aditya Asthana 96% 4%
Craig McGuckin 40% 12% 48%
Peter Youd 53% 13% 35%

Contractual Arrangements with KMP

Remuneration and other terms of employment for Key Management Personnel are formalised in service agreements. These agreements specify the components of remuneration benefits and notice periods. The material terms of service agreements with the Key Management Personnel are noted as follows:

Notice Period Notice Period
Name Base Salary Duration of By Executive
By Company

Severance
Service Payment
Agreement Entitlement
Michael Bell 350,000
Ongoing

3 months

3 months

No
entitlement
Aditya 220,000
Ongoing

3 months

3 months

No
Asthana entitlement

There are no other service agreements in place.

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Share-based compensation

Shares issued as part of remuneration for the year ended 30 June 2021

No shares were issued to directors and other key management personnel as part of compensation during the year.

Options issued as part of remuneration for the year ended 30 June 2021

Options were issued to key management personnel as part of compensation during the year.

Using the Black Scholes option pricing model and based on the assumptions set out below, the CEO Options were ascribed the following value:

Assumptions:

Assumptions:
Valuation date 17 December 2020
Market price of shares $0.245
Exercise price $0.250
Expiry date (length of time from issue) 8 November 2023 – 2.89 years
Risk free interest rate 0.25%
Volatility 75%
Indicative Value of CEO Option (cents) 0.1158
Total Value of CEO Options $579,069

Options holdings held by key management personnel

Directors Balance
01.07.20
Granted Exercised Other
(i)
Balance
30.06.21
Total
vested
30.06.21
Vested &
exercisable
30.06.21
Vested &
un-
exercisable
30.06.21
Warwick
Grigor 11,854,951
-
-
-

11,854,951

-

11,854,951
-
Dr Andy
Goodwin 3,108,993 - -
-

3,108,993
3,108,993 3,108,993 -
Michael
Quinert -
-
-
-

-

-

-
-
Michael
Bell -
5,000,000
-
-

5,000,000
-
-
-
Aditya
Asthana -
-
-
-

-

-

-
-
Craig
McGuckin
3,715,852

-
-
(715,852)
-
3,000,000
3,000,000- -
Peter
Youd 3,703,244
-
-
(703,244)
-
3,000,000
3,000,000- -

(i) Comprise amounts held at date of appointment and date of resignation

15 | P a g e

Performance rights issued as part of remuneration for the year ended 30 June 2021

Performance rights were issued to key management personnel as part of compensation during the year. The performance rights were valued at the share price on the date of grant and will vest over the term of 12 months. Please refer Note 17 for full details of the Performance Rights.

Performance rights holdings held by key management personnel

Directors Balance
01.07.20
Granted Exercised Other Balance
30.06.21
Total
vested
30.06.21
Vested &
exercisable
30.06.21
Vested &
un-
exercisable
30.06.21
Warwick
Grigor -
-
- -
-
- - -
Dr Andy
Goodwin -
-
- -
-
- - -
Michael
Quinert -
-
- -
-
- - -
Michael
Bell -
-
- -
-
- - -
Aditya
Asthana -
60,000
- -
60,000
- - -
Craig
McGuckin -
-
- -
-
- - -
Peter
Youd -
-
- -
-
- - -

Shareholdings held by key management personnel

Directors Balance
01.07.20
Granted
Exercise of
options
Acquired
Other
Balance
30.06.21
Warwick
Grigor 18,883,772 -
-
-
-
18,883,772
Dr Andy
Goodwin 2,008,993 -
-
-
-
2,008,993
Michael
Quinert - -
-
-
-
-
Michael
Bell - -
-
-
-
-
Aditya
Asthana - -
-
-
-
-
Craig
McGuckin
8,597,092
-
-
-
(1,600,000)
6,997,092-
Peter
Youd 7,162,674 -
-
-
(49,000)
7,113,674-

Transactions with other related parties

There were no loans or other transactions with key management personnel.

No remuneration consultants were utilised at this point in the Company’s development.

Voting Rights

At the 2020 Annual General Meeting held on 9 October 2020 there were 18.75% of the votes against the adoption of the remuneration report.

End of audited Remuneration Report

16 | P a g e

Auditor’s independence

The Directors received the independence declaration from the auditor of First Graphene Limited as stated on page 18.

Non-audit services

During the period BDO Corporate Tax (WA) Pty Ltd was paid $50,454 for the provision of taxation services (2020: $33,794). BDO Corporate Tax (WA) Pty Ltd is an affiliate member of BDO Audit (WA) Pty Ltd. Refer to Note 24 for further details

The board of directors has considered the position and is satisfied the provision of the nonaudit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The directors are satisfied the provision of non-audit services by the auditor, as set out in Note 24, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

  • all non-audit services have been reviewed by the board to ensure they do not impact the impartiality and objectivity of the auditor

  • none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants

Signed in accordance with a Resolution of the Directors.

==> picture [81 x 47] intentionally omitted <==

Michael Bell

Managing Director

Dated at Perth this 30[th ] day of August 2021

.

Corporate Governance Statement

The Company's full Corporate Governance Statement is available on the Company's website, www.firstgraphene.net/corporate/corporate-governance.html.

A completed Appendix 4G and the full Corporate Governance Statement have been lodged with the Australian Securities Exchange as required under Listing Rules 4.7.3 and 4.7.4.

Annual General Meeting

The Company’s Annual General Meeting will be held in November 2021.

Details will be included in the Annual report and the Notice of Meeting, which will be issued in due course.

17 | P a g e

38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au

==> picture [77 x 31] intentionally omitted <==

DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF FIRST GRAPHENE LIMITED

As lead auditor of First Graphene Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been:

  1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

  2. No contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of First Graphene Limited and the entities it controlled during the period.

Jarrad Prue

Director

BDO Audit (WA) Pty Ltd

Perth, 30 August 2021

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

18 | P a g e

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year ended 30 June 2021

Note 2021
$
2020
$
Continuing operations
Revenue from contracts with customers
3
Cost of goods sold
Gross profit/(loss)
Other income
4(a)
Research & development
4(b)
Selling & marketing
4(c)
Mineral lease maintenance
4(d)
General & administrative
4(e)
Operating loss
Finance income
5(a)
Finance expense
5(b)
Loss from continuing operations before tax
Income tax (expense)/benefit
6
Loss for the year
Other comprehensive income
Items which may be reclassified to
profit or loss
Exchange differences arising on
translation of foreign operations
Other comprehensive income for the year
Total comprehensive loss for the year
341,869
289,773
(266,236)
(262,896)
75,633
26,877
962,301
1,444,990
(2,614,609)
(3,229,900)
(486,502)
(290,548)
(272,278)
(252,562)
(3,920,375)
(3,048,724)
(6,255,830)
(5,349,867)
1,892
7,337
(30,819)
(23,619)
(6,284,757)
(5,366,149)
-
-
(6,284,757)
(5,366,149)
9,488
26,609
9,488
26,609
(6,275,269)
(5,339,540)

19 | P a g e

Consolidated Statement of Profit or Loss and Other Comprehensive Income (continued)

For the year ended 30 June 2021

ncome (continued)
or the year ended 30 June 2021
Loss for the year attributable to:
Owners of First Graphene Limited
Non-Controlling interests
Total comprehensive loss for the year attributable to:
Owners of First Graphene Limited
Non-Controlling interests
Loss per share for the year attributable to
the owners of First Graphene Limited
Basic (loss) per share (cents per share)
7
Diluted (loss) per share (cents per share)
7
(6,297,424)
(5,239,650)
12,667
(126,499)
(6,284,757)
(5,366,149)
(6,287,936)
(5,213,041)
12,667
(126,499)
(6,275,269)
(5,339,540)
(1.19)
(1.11)
(1.19)
(1.11)

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

20 | P a g e

Consolidated Statement of Financial Position

At 30 June 2021

Note 2021
$
2020
$
Assets
Current assets
Cash and cash equivalents
8
Inventories
9
Trade and other receivables
Other current assets
10
Total current assets
Non-current assets
Property, plant and equipment
11
Right of use asset
12
Inventories
9
Intangible assets
Other assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
13
Employee liabilities
Financial liabilities
14
Lease liabilities
12
Total current liabilities
Non-current liabilities
Lease liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
16
Reserves
18
Accumulated losses
Capital and reserves attributable to
owners of First Graphene Limited
Non-controlling interest
Total equity
7,076,580
8,053,134
1,152,872
1,601,522
86,015
65,568
817,234
332,495
9,132,701
10,052,719
2,666,643
2,314,167
342,590
219,067
3,528,896
1,009,200
101,652
294,811
220,805
215,102
4,681,768
4,052,347
15,993,287
14,105,066
1,321,261
1,569,670
154,117
63,221
4,934,817
-
359,297
72,791
6,769,492
1,705,682
-
152,999
-
152,999
6,769,492
1,858,681
9,223,795
12,246,385
98,808,042
95,778,819
5,607,362
5,887,471
(95,361,902)
(89,531,680)
9,053,502
12,134,610
170,293
111,775
9,223,795
12,246,385

The above consolidated statement of financial position should be read in conjunction with the accompanying

notes

21 | P a g e

Consolidated Statement of Changes in Equity

For the year ended 30 June 2021

Issued
Capital
$
Share bas
ed payments
reserve
$
Option reserve
$
Translation
reserve
$
Other
Reserve
$
Accumulated
losses
$
Non-
controlling
interests
$
Total
$
As at 1 July 2020
Loss for the year
Foreign currency translation
Total comprehensive loss for
the year
Transactions with owners in their
capacity as owners
Share placements during the
year
Shares issued
Transactions with non-controlling
interest
Share issue costs
Share based payment
transactions
Transfer to accumulated losses
30 June 2021
95,778,819
5,416,167
467,202
4,102
(71,057)
(89,531,680)
182,832
12,246,385
-
-
-
-
-
(6,297,424)
12,667
(6,284,757)
9,488
9,488
-
-
-
9,488
-
(6,297,424)
12,667
(6,275,269)
898,000
-
-
-
-
-
-
898,000
2,197,825
-
-
-
-
-
-
2,197,825
-
-
-
-
25,206
-
(25,206)
-
(262,977)
-
-
-
-
-
-
(262,977)
196,375
223,456
-
-
-
-
-
419,831
-
-
(467,202)
-
-
467,202
-
-
98,808,042
5,639,623
-
13,590
(45,851)
(95,361,902)
170, 293
9,223,795

As at 1 July 2019
Loss for the year
Foreign currency translation
Total comprehensive loss for
the year
Transactions with owners in their
capacity as owners
Share placements during the
year
Shares issued
Change in non-controlling
interest holding
Share issue costs
Share based payment
transactions
30 June 2020
85,068,406
4,703,404
467,202
(22,507)
-
(84,292,030)
163,274
6,087,749
-
-
-
-
-
(5,239,650)
(126,499)
(5,366,149)
-
-
-
26,609
-
-
-
26,609
-
-
-
26,609
-
(5,239,650)
(126,499)
(5,339,540)
6,628,696
-
-
-
-
-
-
6,628,696
4,340,997
-
-
-
-
-
-
4,340,997
-
-
-
-
(71,057)
-
146,057
75,000
(259,280)
-
-
-
-
-
-
(259,280)
-
712,763
-
-
-
-
-
712,763
95,778,819
5,416,167
467,202
4,102
-
(89,531,680)
111,775
12,246,385

The above consolidated statement of changes in equity should be read in conjunction with the accompanying note

22 | P a g e

Consolidated Statement of Cash Flows

For the year ended 30 June 2021

Note 2021
$
2020
$
Cash flows from operating activities
Revenue from sales
Payments to suppliers and employees
Interest received
Interest paid
R&D and grant funding received
Other income
Net cash outflows from operating activities
19
Cash flows from investing activities
Payments for property, plant and equipment
Proceeds from sale of property, plant and
equipment
Payments for intellectual property
Payments for investment in third party
Net cash outflows from investing activities
Cash flow from financing activities
Proceeds from placement of shares
Proceeds from the exercise of options
Payment of share issue/capital raising costs
Proceeds from non-controlling interest
Proceeds from convertible note
Finance lease payments
Net cash inflows from financing activities
Net (decrease)/increase in cash and cash
equivalents
Cash and cash equivalents at beginning of the
year
Effect of exchange rate fluctuations on cash held
Cash and cash equivalents at end of the year
8
334,087
448,161
(8,337,427)
(6,758,025)
1,892
7,337
(20,052)
(13,460)
593,316
1,397,112
353,226
179,521
(7,074,958)
(4,739,354)
(1,468,502)
(1,122,133)
15,759
1,864
(71,741)
(49,850)
-
(215,102)
(1,524,484)
(1,385,221)
898,000
6,424,171
2,790,642
4,333,967
(19,133)
(259,280)
-
75,000
4,102,000
-
(151,487)
(68,385)
7,620,022
10,505,473
(979,420)
4,380,898
8,053,134
3,664,137
2,866
8,099
7,076,580
8,053,134

The above consolidated statement of cash flows should be read in conjunction with the accompanying note

23 | P a g e

Notes to the Consolidated Financial Statements

1. Basis of Preparation

First Graphene Limited (“First Graphene” or the “Company”) is a for-profit company limited by shares, incorporated and domiciled in Australia, whose shares are publicly traded on the Australian Securities Exchange. Its registered office and principal place of business is:

First Graphene Limited 1 Sepia Close Henderson WA 6166

A description of the nature of operations and principal activities of FGR and its subsidiaries (collectively, the “Group”) is included in the Chief Executive Officer’s Report, which is not part of these financial statements.

The financial statements were authorised for issue in accordance with a resolution of the directors on 30 August 2021.

The financial report is a general-purpose financial report which:

  • has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB);

  • has been prepared on a historical cost basis except for assets and liabilities and sharebased payments which are required to be measured at fair value. The basis of measurement is discussed further in the individual notes;

  • is presented in Australian dollars;

Accounting policies

New standards, interpretation and amendments adopted by the Group

The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 30 June 2020, except for the adoption of new accounting standards and interpretations effective for annual periods beginning 1 July 2020. The effect of the adoption of these new accounting standards and interpretations did not have a material impact on the annual consolidated financial statements of the Group, the nature and effect of which is discussed below.

The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

24 | P a g e

Notes to the Consolidated Financial Statements

Going Concern

The financial report is a general purpose financial report which has been prepared on a going concern basis and in accordance with Australian Accounting Standards, the Corporations Act 2001 and other authoritative pronouncements of the Australian Accounting Standards Board.

Statement of compliance

The financial report complies with Australian Accounting Standards as issued by the Australian Accounting Standards Board. The financial report also complies with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

The following Standards and Interpretations have been issued by the AASB, are relevant to the Group, but are not yet effective and have not been adopted by the Group for the period ending 30 June 2021. Unless otherwise stated, the Group has yet to fully assess the impact of these Standards and Interpretations when applied in future periods.

Basis of consolidation

The consolidated financial statements comprise the financial statements of First Graphene Limited and its subsidiaries as at 30 June 2021 (the Group ).

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

  • Power over the investee (i.e. existing rights that give the current ability to direct the relevant activities of the investee);

  • Exposure, or rights, to variable returns from its involvement with the investee; and

  • The ability to use its power over the investee to affect its returns.

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

  • The contractual arrangement with the other voting holders of the investee

  • Rights arising from other contractual arrangements

  • The Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:

25 | P a g e

Notes to the Consolidated Financial Statements

  • De-recognises the assets (including goodwill) and liabilities of the subsidiary

  • De-recognises the carrying amount of any non-controlling interests

  • De-recognises the cumulative translation differences recorded in equity

  • Recognises the fair value of the consideration received

  • Recognises the fair value of any investment retained’

  • Recognises any surplus or deficit in profit or loss

  • Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities

Foreign currency translation

The financial report is presented in Australian dollars, which is First Graphene Limited’s functional and presentation currency.

Foreign currency transactions

Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign operations

The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rate at the date of the transaction, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.

The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.

OTHER ACCOUNTING POLICIES

Significant and other accounting policies that summarise the measurement basis used and are relevant to an understanding of the financial statements are provided throughout the notes to the financial statements. Where possible, wording has been simplified to provide clearer commentary on the financial report of the Group. Accounting policies determined non-significant are not included in the financial statements. There have been no changes to the Group’s accounting policies that are no longer disclosed in the financial statements.

The Notes To The Financial Statements

The notes include information which is required to understand the financial statements and is material and relevant to the operations and the financial position and performance of the Group. Information is considered relevant and material if, for example:

  • the amount is significant due to its size or nature;

  • the amount is important for understanding the results of the Group;

  • it helps to explain the impact of significant changes in the Group’s business; or

  • it relates to an aspect of the Group’s operations that is important to its future performance.

The notes are organised into the following sections:

26 | P a g e

Notes to the Consolidated Financial Statements

  • Performance for the year;

  • Operating assets and liabilities;

  • Capital structure and risk;

  • Other disclosures.

A brief explanation is included under each section.

Performance For the Year

This section focuses on the results and performance of the Group. This covers both profitability and the resultant return to shareholders via earnings per share combined with cash generation.

KEY ESTIMATES AND JUDGEMENTS

In the process of applying the Group’s accounting policies, management has made a number of judgements and applied estimates of future events. Judgements and estimates which are material to the financial report are found in the following notes.

COVID Impact

Judgement has been exercised in considering the impacts the Coronavirus (COVID-19) pandemic has had, or may have, on the Company based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain and staffing. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the Company unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID19) pandemic.

Share Based Payments Estimates

Judgement has been exercised in calculating the value of share based payments. The closing price of share sales on the day of the award of the share based payment is used for calculating the fair value of the payment.

Convertible notes carried at fair value

On initial recognition, the value of the convertible notes was calculated based on the proceeds received. At the reporting date, the fair value of the conversion options within the convertible loan has been assessed to be nil and credit risk has not changed from inception of the loan.

Inventories

Net realisable value tests are performed at each reporting date and represent the estimated future sales price of the product based on prevailing spot metals process at the reporting date, less estimated costs to complete production and bring the product to sale. Inventory held at 30 June 2021 relates to raw material, work in progress and finished goods and is held at net realisable value.

The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of any provision is assessed by considering recent sales experience, the ageing of inventories, damaged, obsolete, slow moving inventories and other factors that affect inventory obsolescence.

27 | P a g e

Notes to the Consolidated Financial Statements

2. Segment reporting

Identification of reportable segments

The Group has identified its operating segments based on the internal reports which are reviewed and used by the Board (the chief operating decision makers) in assessing performance and in determining the allocation of resources.

The existing operating segments are identified by management based on the way the Group’s operations were carried out during the financial year. Discrete financial information about each of these operating businesses is reported to the Board on a monthly basis.

The reportable segments are based on aggregated operating segments determined by the similarity of the asset base and revenue or income streams, as these are the sources of the Group’s major risks and have the most effect on the rates of return. The Group’s segment information for the current reporting period is reported based on the following segments:

Graphene production

As the Company expands its graphene production and inventory, the Board monitors the Company based on actual verses budgeted expenditure incurred.

Research and development

As the Company expands its research inhouse and in conjunction with third parties, the Board monitors the Company based on actual verses budgeted expenditure incurred.

Corporate services

This segment reflects the overheads associated with maintaining the ASX listed FGR corporate structure, identification of new assets and general management of an ASX listed entity.

Mining Asset Maintenance

Although the Company has suspended its mineral exploration and development in Sri Lanka the Board monitors the Company based on actual verses budgeted expenditure incurred.

28 | P a g e

Notes to the Consolidated Financial Statements

Business Graphene Production Graphene Production Research & Development Corporate Services Corporate Services Mining Asset Mining Asset Total Total
Segment $ $ $ Maintenance $
$
2021
2020
2021 2020 2021
2020
2021
2020
2021
2020
Revenue from
external
customers 341,869
289,773
-
-
- -
-
341,869
289,773
Point in time 341,869
289,773
-
-
-
-
-
-
341,869
289,773
Interest
revenue -
-
-
-
1,892 7,337 -
-
1,892
7,337
Operating loss 39,929
(2,487)
(2,572,559)
(1,793,438)
(3,513,898)
(3,317,662)
(238,229)
(252,562)
(6,284,757)
(5,366,149)
Depreciation
expense 667,421
556,869
80,319
198,047
41,073
29,842
-
58,414
788,813
843,172
Amortisation
expense -
-
18,075
-
-
-
-
-
18,075
-
Segment assets 4,738,136
2,666,111
3,406,311
3,043,192
7,816,571
8,377,078
32,269
18,685
15,993,287
14,105,066
Segment
liabilities 179,708
196,990
239,557
166,308
6,342,001
1,489,067
8,225
6,316
6,769,491
1,858,681

The Group recognises revenue under IFRS 15, using the point in time criteria. This is because the customer obtains control of a promised asset and the entity satisfies a performance obligation. Considerations include, but are not limited to:

  • The entity has a present right to payment for the asset

  • The customer has legal title to the asset

  • The entity has transferred physical possession of the asset to the customer

  • The customer has the significant risks and rewards of ownership of the asset

  • The customer has accepted the asset.

29 | P a g e

Notes to the Consolidated Financial Statements

Geographical areas

In presenting the information on the basis of geographical areas, segment revenue is based on the geographical location of operations. Segment assets are based on the geographical location of the assets.

2021
$
2020
$
Geographical segments
Australia
United Kingdom
Sri Lanka
Total
Revenue
Total Assets
Revenue
Total Assets
341,869
9,252,761
285,784
13,974,972
-
482,374
3,989
113,112
-
6,258,152
-
16,982
341,869
15,993,287
289,773
14,105,066

Reconciliation of segment assets and liabilities to the Statement of financial Position

Reconciliation of segment assets to the Statement of Financial Position

2021
$
2020
$
Total segments assets
Inter-segment elimination
Total assets per statement of financial position
23,160,997
21,832,721
(7,167,710)
(7,727,655)
15,993,287
14,105,066

Reconciliation of segment liabilities to the Statement of Financial Position

2021
$
2020
$
Total segments liabilities
Inter-segment elimination
Total liabilities per statement of financial position
23,255,662
17,421,874
(16,486,171)
(15,563,193)
6,769,491
1,858,681

30 | P a g e

Notes to the Consolidated Financial Statements

3. Revenue from contracts with customers

Accounting Policy

The Group accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable.

Revenues from product sales are recognised when an identified performance obligation is satisfied, and the customer obtains and accepts control of the Company’s product. Sales of product generally occur at a point in time, typically upon delivery to the customer.

Taxes collected from customers relating to product and service sales and remitted to governmental authorities are excluded from revenues. The Company expenses incremental costs of obtaining a contract as and when incurred because the expected amortisation period of the asset that the Company would have recognised is one year or less.

Notes 2021
$
2020
$
Types of goods
Sale of graphene
Total revenue from contracts with customers
341,869
289,773
341,869
289,773

4. Operating expenses and other income

Accounting Policy

All revenue is stated net of the amount of goods and services tax (GST).

Other revenue includes R&D credits received from the Australian tax government.

Government Grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group satisfies all attached conditions.

When the grant relates to an expense item, it is recognised as income over the periods necessary to match the grant on a systematic basis to the costs that it is intended to compensate.

When the grant relates to an asset, the fair value is credited against the asset and is released to the Statement of Profit or Loss and Other Comprehensive Income over the expected useful life of the relevant asset by equal annual instalments.

Where a grant is received in relation to the tax benefit of research and development costs, the grant shall be credited to other income in the Statement of Profit or Loss and Other Comprehensive Income in the year of receipt.

This includes JobKeeper income received due to COVID-19 during the year which has been presented as other income

31 | P a g e

Notes to the Consolidated Financial Statements

Depreciation

Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows:

Plant and equipment 3-10 years

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

Other revenue and expenses from continuing operations:

Notes 2021
$
2020
$
(a)
Other income
R&D and grant income
Government grants related to
COVID19
Profit on sale of property, plant &
equipment
(b)
Research & development
Employee expenses
Consultant and research programs
Legal and taxation expenses
Depreciation
Amortisation
Impairment of intangible assets
Impairment of inventory
Other
(c)
Selling & marketing
Employee expenses
Advertising & promotion
Depreciation
Other
(d)
Mining lease maintenance
Employee expenses
Depreciation
Rent of premises
Other
(e)
General & administrative
Employee expenses
Director, finance & company secretarial
fees
Legal & other professional fees
ASX listing, share registry and other
corporate costs
Depreciation
Amortisation
Share based payment expense
Option expenses
Rent of premises
Insurances
Other
684,186
1,263,583
262,356
179,521
15,759
1,886
962,301
1,444,990
938,419
1,013,331
933,307
1,338,571
67,286
154,444
64,148
178,050
18,075
19,997
250,000
-
(4,680)
46,800
348,054
478,707
2,614,609
3,229,900
182,125
115,642
202,074
174,906
1,101
-
101,203
-
486,502
290,548
63,118
40,473
-
44,900
57,919
50,785
151,241
116,404
272,278
252,562
1,362,164
299,193
573,168
576,107
863,860
571,446
153,011
145,592
39,972
22,215
-
7,627
419,831
52,500
-
712,763
15,740
62,942
71,269
105,613
421,360
492,724
3,920,375
3,048,724

32 | P a g e

Notes to the Consolidated Financial Statements

5. Finance income and expense

Accounting Policy

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Dividend revenue is recognised when the right to receive a dividend has been established. Dividends received from associates and joint venture entities are accounted for in accordance with the equity method of accounting.

Notes 2021
$
2020
$
(a)
Finance income
Interest income on bank deposits
(b)
Finance expense
Interest expense
Foreign exchange (loss)/gain - unrealised
1,892
7,337
1,892
7,337
(20,052)
(13,460)
(10,767)
(10,159)
(30,819)
(23,619)

33 | P a g e

Notes to the Consolidated Financial Statements

6. Income tax

Accounting Policy

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years. The major components of income tax expense are:

A reconciliation between tax expense and the product of accounting profit before income tax multiplied by the Group’s applicable income tax rate is as follows:

Income tax expense 2021
$
2020
$
(a)
Income tax expense/(benefit)
Current tax
Deferred tax
Under/(over) provision in prior years
Total income tax expense
(b)
Amounts recognised directly in equity
Aggregate current and deferred tax arising in the
reporting period and not recognised in net profit or
loss or other comprehensive income but directly
debited or credited in equity
Current tax
Deferred tax
(c)
Reconciliation of income tax expense to prima
facie tax payable
-
Loss before income tax from all activities
-
Prima facie income tax benefit on loss before
income tax at 30% (2020:30%)
-
Entertainment
-
Share based payments
-
Non-assessable income
-
Other permanent differences
-
Deferred tax assets not brought to account
Income tax expense/(benefit)
The applicable weighted average effective tax rates
(d)
Deferred tax liability
Prepaid expenditure
PPE
Other temporary differences
Off-set of deferred tax assets
Net deferred tax liability recognised
-
-
-
-
-
-
-
-
-
-
-
-
-
(155,601)
-
(155,601)
(8,379,866)
(5,366,254)
(2,513,960)
(1,609,876)
3,935
1,972
125,949
229,579
(139,196)
(220,832)
761,472
190,825
130,016
1,408,332
-
-
0%
0%
-
94,110
-
-
-
31,206
-
125,136
-
(125,136)
-
-

34 | P a g e

Notes to the Consolidated Financial Statements

Income tax expense 2021
$
2020
$
(e)
Unrecognised deferred tax asset
Tax losses
Capital losses
PPE & Leases
Other temporary differences
Off-set of deferred tax liabilities
Net deferred tax assets unrecognised
6,335,089
5,962,227
8,772,623
8,772,623
5,012
14,520
1,068,198
388,722
16,180,921
15,138,092
-
(125,136)
16,180,921
15,012,956

The Group has Australian revenue losses from previous years for which no deferred tax assets have been recognised. The availability to utilise these losses in future periods is subject to review in the relevant jurisdictions.

7. Loss per share

Accounting Policy

Loss per share (“LPS”) is the amount of post-tax profit attributable to each share. The group presents basic and diluted LPS data for ordinary shares. Basic LPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period.

Diluted LPS takes into account the dilutive effect of all potential ordinary shares, being unlisted employee share options on issue.

Number of shares
2021
Number of shares
2020
Weighted average ordinary shares used in
calculating basic earnings per share
Weighted average ordinary shares used in
calculating diluted earnings per share
Basic loss per share - cents per share
Diluted loss per share - cents per share
530,130,203
474,147,509
530,130,203
474,147,509
(1.19)
(1.11)
(1.19)
(1.11)
2021
$
2020
$
Loss attributable to the owners of First Graphene
used in calculating basic loss per share
Loss attributable to the owners of First Graphene
used in calculating diluted loss per share
(6,297,424)
(5,239,650)
(6,297,424)
(5,239,650)

There have been no transactions involving ordinary shares between the reporting date and the date of completion of these financial statements which would impact on the above EPS calculations.

35 | P a g e

Notes to the Consolidated Financial Statements

8. Cash and cash equivalents

Accounting Policy

Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and in hand. Cash at bank earns interest at floating rates based on daily bank deposit rates.

For the purposes of the Statement of Cash Flows, cash and cash equivalents comprise the following at the end of the reporting period:

2021
$
2020
$
Cash at bank and in hand 7,076,580
8,053,134
7,076,580
8,053,134

The Group’s maximum exposure to financial risk is disclosed in note 15.

OPERATING ASSETS AND LIABILITIES

This section shows the assets used to generate the Group’s trading performance and the liabilities incurred as a result. Liabilities relating to the Group’s financing activities are addressed in the capital structure and finance costs section on page 41.

9. Inventories

Accounting Policy

Raw material, work in progress, finished goods and consumables are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Inventories expected to be sold (or consumed in the case of stores) within 12 months after the Statement of financial position date are classified as current assets, all other inventories are classified as non-current.

36 | P a g e

Notes to the Consolidated Financial Statements

Inventories (continued)

Total Inventories 2021
$
2020
$
Raw materials
Work in progress
Finished goods
Inventories Gross
Less: Provision for impairment
Carrying amount
Disclosed as:
Current
Non-current
Total inventory
1,859,988
1,328,904
350,689
272,618
2,513,211
1,056,000
4,723,887
2,657,522
(42,120)
(46,800)
4,681,768
2,610,722
1,152,872
1,601,522
3,528,896
1,009,200
4,681,768
2,610,722

10. Other assets

2021
$
2020
$
Prepayments
Security Deposits
Total other assets
817,234
325,455
-
7040
817,234
332,495

11. Property, plant and equipment

Accounting Policy

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure which is directly attributable to the acquisition of the items.

Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows:

Plant and equipment 3-7 years

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.

An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to the profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits.

37 | P a g e

Notes to the Consolidated Financial Statements

Property, plant and equipment (continued)

Key estimates and assumptions

USEFUL LIFE OF ASSETS

The estimation of useful lives, residual values and depreciation methods require significant management judgements and are regularly reviewed. If they need to be modified, the depreciation and amortisation expense is accounted for prospectively from the date of the assessment until the end of the revised useful life (for both the current and future years).

Reconciliations of the carrying value for each class of property, plant and equipment is set out below:

30 June 2021
$
Exploration
equipment
Plant and
equipment
Office
equipment
Motor
vehicles
Total
Carrying
amount
at
beginning of year
Additions
Depreciation
Movement
due
to
foreign exchange
Carrying amount at end
of year
-
2,293,523
8,703
11,941
2,314,167
-
921,996
56,808
-
978,804
-
(615,689)
(9,081)
(2,572)
(627,342)
-
1,002
12
-
1,014
-
2,600,832
56,442
9,369
2,666,643
30 June 2020
$
Exploration
equipment
Plant and
equipment
Office
equipment
Motor
vehicles
Total
Carrying
amount
at
beginning of year
Additions
Transfers
Depreciation
Movement due to foreign
exchange
Carrying amount at end
of year
30,042
1,326,534
239,464
31,462
1,627,502
-
1,448,574
5,697
-
1,454,271
-
233,091
(233,091)
-
-
(30,290)
(714,665)
(3,369)
(19,739)
(768,063)
248
(11)
2
218
457
-
2,293,523
8,703
11,941
2,314,167

38 | P a g e

Notes to the Consolidated Financial Statements

12. Right of use assets and liabilities

Accounting Policy

The Company, as a lessee, will assess whether a contract is, or contains, a lease under AASB 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If the contract is assessed to be, or contains, a lease, the Company will recognise a right-of-use asset (Note 1(r)) and a lease liability at the lease commencement date.

At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs.

The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Company is reasonably certain to obtain ownership of the leased asset at the end of the lease term, 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.

2021
$
2020
$
Right of Use Assets:
Cost
Accumulated depreciation
Net carrying amount
Movement in Right of use asset:
Opening balance
Addition
Depreciation
Closing balance
Lease Liabilities:
Current
Non-current
Total
Movement in Lease liabilities:
Opening balance
Addition
Reduction in lease liabilities
Closing balance
579,170
294,175
(236,580)
(75,108)
342,590
219,067
219,067
-
284,994
294,175
(161,471)
(75,109)
342,590
219,067
196,213
72,791
163,084
152,999
359,297
225,790
225,790
-
284,994
294,175
(151,487)
(68,385)
359,297
225,790

39 | P a g e

Notes to the Consolidated Financial Statements

13. Trade and other payables

Accounting Policy

Trade and other payables represent the liabilities for goods and services received by the entity which remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.

2021
$
2020
$
Current
Trade and other payables
Customer deposits
1,141,853
1,372,680
179,508
196,990
1,321,361
1,569,670

14. Financial liabilities

Accounting Policy

Convertible notes were issued by the Group which include embedded derivatives. Convertible notes are initially recognised as financial liabilities at fair value.

On initial recognition the fair value of the convertible notes equated to the proceeds received and subsequently the convertible note is measured at fair value. The movements are recognised in profit and loss as finance costs except to the extent the movement is attributed to changes in the group’s own credit risk status in which case, it is recognised in Other Comprehensive Income.

Terms and Conditions

The Company entered into a Share Placement Agreement with Specialty Materials Investments, LLC (the Investor) on the 27[th] of May 2021.

  • Total AUD amount that can be drawn down: $8,000,000

  • Initial deposit shares issued: 2,800,000 shares at $0.235 per share

  • Fee paid: 1,021,276 shares at $0.235 per share

  • Final AUD value of shares to be issued: $8,480,000 (“subscription amount”)

  • Other Terms:

  • The final number of shares to be issued by the Company will be determined by applying the Purchase Price (as set out below) to the subscription amount. The Purchase Price will initially be equal to $0.30 per share and will reset after 10 August 2021 to the average of the five daily volume-weighted average prices selected by the Investor during the 20 consecutive trading days immediately prior to the date of the Investor’s notice to issue shares, rounded down to the next half a cent if the share price is at below 50 cents and whole cent if the share price is at above 50 cents, with no discount applicable to this formula. To the extent that Placement Shares are issued after six months, or 12 months, the Investor will receive a discount of, respectively, 3% or 6% to the foregoing Purchase Price formula.

  • The Purchase Price will be the subject of a Floor Price of $0.16. If the Purchase Price formula were to result in a purchase price that is less than the Floor Price, the Company may refuse to issue shares and instead opt to repay the relevant subscription amount in cash (with a 5% premium), subject to the Investor’s right to receive Placement Shares at the Floor Price in lieu of such cash repayment. The Purchase Price will not be the subject of a cap.

40 | P a g e

Notes to the Consolidated Financial Statements

  • The Company will issue the Placement Shares in relation to all or part of each of the above investments on the Investor’s request, during the period ending 24 months after the date of the investment.

  • The Company has retained the right (but has no obligation) to repay the subscription amount in cash in lieu of issuing shares by way of a repayment of the subscription amount together with the difference between the market price of the shares and the Purchase Price (if any) in relation to the shares that would otherwise have been issued.

2021
$
2020
$
Current
Convertible liabilities
4,934,817
-
4,934,817
-

CAPITAL STRUCTURE, FINANCIAL INSTRUMENTS AND RISK

This section outlines how the Group manages its capital, related financing costs and its exposure to various financial risks. It explains how these risks affect the Group’s financial position and performance and what the Group does to manage these risks.

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to provide returns to shareholders and benefits for other stakeholders and to maintain an efficient capital structure to reduce the cost of capital.

The Board’s policy in relation to capital management is to regularly and consistently monitor future cash flows against expected expenditures for a rolling period of up to 12 months in advance. The Board determines the Group’s need for additional funding by way of either share issues or loan funds depending on market conditions at the time. The Board defines working capital in such circumstances as its excess liquid funds over liabilities, and defines capital as being the ordinary share capital of the Company, plus retained earnings, reserves and net debt. In order to maintain or adjust the capital structure, the Board may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or reduce debt.

There were no changes in the Group’s approach to capital management during the year.

Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirement.

41 | P a g e

Notes to the Consolidated Financial Statements

15. Financial Risk Management

(a) Financial risk management

The Group’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (currency risk and interest rate risk). The Group’s principal financial liabilities comprise trade and other payables. The main purpose of these financial liabilities is to raise finance for the Group’s operations. The Group has various financial assets such as trade and other receivables, deposits with banks, local money market instruments and short-term investments. The accounting policy with respect to these financial instruments is described in note 1.

Financial risk management structure:

Board of Directors

The Board is ultimately responsible for ensuring there are adequate policies in relation to risk oversight and management and internal control systems. The Group’s policies are designed to ensure financial risks are identified, assessed, addressed and monitored to enable achievement of the Group’s business objectives.

(b) Financial risks

Credit risk

Credit risk refers to the risk a counterparty will default on its contractual obligation resulting in financial loss to the Group. Credit risk is managed on a group basis and structures the levels of credit risk it accepts by placing limits on its exposure to a single counterparty or group of counterparties. The Group has no significant concentrations of credit risk.

receivables sold and payables for securities purchased which have been contracted for but not yet settled on the reporting date, respectively. The majority of these transactions are carried out on a delivery versus payment basis, which results in securities and cash being exchanged within a very close timeframe. Settlement balances outside standard terms are monitored on a daily basis.

Exposure to credit risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at the reporting date to recognised financial assets, is the carrying amount, net of any provision for impairment of those assets, as disclosed in the statement of financial position and the notes to the financial statements. The Group does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the Group.

The Group’s maximum exposure to credit risk without taking account of any collateral or other credit enhancements at the reporting date was $7,076,580 (2020: $8,053,134).

The Company banks with Westpac Banking Corporation (Westpac). Westpac’s long term credit ratings are A+ (Fitch Ratings), Aa3 (Moody's Investors Service) and AA(Standard & Poor's).

Group
2021
$
2020
$
Cash
and
cash
equivalents
7,076,580
8,053,134
7,076,580
8,053,134

It is the Group’s policy to place funds generated internally and from deposits with clients with high quality financial institutions. The Group does not employ a formalised internal ratings system for the assessment

of credit exposures. Amounts due from and to clients and dealers represents

42 | P a g e

Notes to the Consolidated Financial Statements

Impairment of financial assets

The group holds trade receivables that are subject to the expected credit loss model. While cash and cash equivalents are also subject to the impairment requirements of AASB 9, the identified impairment loss was immaterial.

Trade receivables

The group applies the AASB 9 simplified approach to measuring the expected credit losses which uses a lifetime expected loss allowance for all trade receivables. The expected credit losses have been grouped based on shared credit risk characteristics and the days past due.

The expected loss rates are based on the payment profiles of sales over a period of 36 months before 30 June 2021 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward- looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.

On that basis, the loss allowance as at 30 June 2021 was determined to be nil.

Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the group and failure to make contractual payments for a period of greater than 120 days past due.

Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.

For the purposes of the Group’s disclosures regarding credit quality, its financial assets have been analysed as follows:

Neither
Past Due
nor
individually
impaired
$
Past due
but not
individually
impaired
$
Individually
impaired
$
Total
$
Impairment
allowance
$
Total
carrying
amount
$
Consolidated 30
June 2021
Trade receivables
Consolidated 30
June 2020
Trade receivables
86,015
-
-
86,015
-
86,015
86,015
-
-
86,015
-
86,015
55,388
-
-
55,388
-
55,388
55,388
-
-
55,388
-
55,388

Financial assets past due but not individually impaired

For the purpose of this analysis an asset is considered past due when any payment due under the contractual terms is received one day past the contractual due date. The majority of these transactions are carried out on a delivery versus payment basis, which results in securities and cash being exchanged within a very close timeframe. Settlement balances outside standard terms are monitored on a daily basis. Credit risk is also mitigated as securities held for the counterparty by the Group can ultimately be sold should the counterparty default. There were no renegotiated financial assets during the year.

43 | P a g e

Notes to the Consolidated Financial Statements

Collateral pledged or held

There is no collateral held as security by the Group or its controlled entities.

Liquidity risk

Liquidity risk is the risk the Group will not be able to meet its financial obligations as they fall due. The Group manages liquidity risk by monitoring forecast cash requirements and cash flows.

The primary objective of the Group is to manage short-term liquidity requirements in such a way as to minimise financial risk. The Group maintains sufficient cash resources to meet its obligations, cash deposits are repayable on demand.

The tables below present the cash flows receivable and payable by the Group under financial assets and liabilities by remaining contractual maturities at the reporting date. The amounts disclosed are the contractual, undiscounted cash flows.

Floating
interest
rate
Fixed interest
Non-interest bearing
Weighted
average
effective
interest
rate
%
Within one
year
$
Within one
year
$
1-5 years
$
Within one
year
$
1-5
years
$
Total
$
30 June 2021
Financial assets
Cash
and
cash
equivalents
Total Financial assets
at 30 June 2021
Trade
and
other
payables
Financial liabilities
Total
financial
liabilities at 30 June
2021
30 June 2020
Financial assets
Cash
and
cash
equivalents
Total Financial assets
at 30 June 2020
Trade
and
other
payables
Total
financial
liabilities at 30 June
2020
0.01
7,076,580
-
-
-
-
7,076,580
7,076,580
-
-
-
-
7,076,580
-
-
-
1,321,361
-
1,321,361
-
-
-
4,934,817
-
4,934,817
-
-
-
6,256,178
-
6,256,178
0.47
8,053,134
-
-
-
-
8,053,134
8,053,134
-
-
-
-
8,053,134
-
-
-
1,569,670
-
1,569,670
-
-
-
1,569,670
-
1,569,670

44 | P a g e

Notes to the Consolidated Financial Statements

Trade and other payables and borrowings are expected to be paid as follows:

Less than 1
year
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5
years
$
30 June 2021
Trade and other payables (refer note 13)
Financial liabilities (refer note 14)
30 June 2020
Trade and other payables (refer note 13)
1,321,361
-
-
-
4,934,817
6,256,178
-
-
-
1,569,669
-
-
-
1,569,669
-
-
-

Market Risk

Market risk is the risk the fair value of future cash flows of financial instruments will fluctuate due to changes in market variables such as interest rates, foreign exchange rates and equity prices.

(i) Foreign exchange risk

The consolidated entity undertakes certain transactions denominated in foreign currency and are exposed to foreign currency risk through foreign exchange fluctuations.

Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency which is not the entity’s functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.

The Group’s profitability can be significantly affected by movements in the $US/$A exchange rates, and to a lesser degree, though movements in the Sri Lankan Rupee verses the Australian dollar. Through reference to industry standard practices, and open market foreign currency trading patterns within the past 12 months, the group set the level of acceptable foreign exchange risk.

The Group seeks to manage this risk by holding foreign currency in $US GBP£ and Sri Lankan Rupee.

Sensitivity analysis

The following table does not include intra group financial assets and liabilities. It summaries the sensitivity of the Group’s financial assets and liabilities to external parties at 30 June 2021 to foreign exchange risk, based on foreign exchange rates as at 30 June 2021 and sensitivity of +/-5%:

30 June 2021
rate (cents)
US$/A$ 0.7501
GBP/A$£
0.5434
LKR/A$ 149.34

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Notes to the Consolidated Financial Statements

Foreign exchange risk Foreign exchange risk
2021 2020
$ $
Change in profit/loss due to:
Improvement in AUD by 5% (49,021) (100,732)
Decline in AUD by 5% 49,021 100,732
Change in equity due to:
Improvement in AUD by 5% (49,021) (100,732)
Decline in AUD by 5% 49,021 100,732

(ii) Interest rate risk

Group

The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s cash position. A change of 10 basis points in interest rates at the reporting date would result in a change of profit or loss by the amounts shown below. This analysis assumes all other factors remain constant.

Profile

At reporting date the interest rate profile of the Group’s financial instruments was:

2021
$
Interest rate risk
-10bps
+10bps
Profit
Equity
Profit
Equity
Floating rate instruments
Cash at bank
Floating rate instruments
Cash at bank
7,076,580
(6,624)
-
6,624
-
7,076,580
(6,624)
-
6,624
-
2020
$
8,053,134
(7,830)
-
7,830
-
8,053,134
(7,830)
-
7,830
-

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Notes to the Consolidated Financial Statements

(c) Net fair values

Fair value versus carrying amount

Fair value of financial instruments

Set out below is a comparison by class of the carrying amounts and fair values of the Group’s financial instruments which are carried in the financial statements.

Methodologies and assumptions

For financial assets and liabilities which are liquid or have short term maturities it is assumed the carrying amounts approximate to their fair value.

30 June 2021
30 June 2020
Note Carrying
amount
$
Net fair
value
$
Carrying
amount
$ Net fair
value
$
Assets carried at amortised cost
Trade and other receivables
Total financial assets
Liabilities carried at amortised cost
Trade and other payables
13
Financial liabilities
14
Total Financial Liabilitie~~s~~
85,815
85,815
65,568
65,568
85,815
85,815
65,568
65,568
1,321,361
1,321,361
1,569,670
1,569,670
4,934,817
4,934,817
-
-
6,256,178
6,256,178
1,569,670
1,569,670

Fair value hierarchy

The Group classified the fair value of the financial instruments in the table below according to the fair value hierarchy based on the amount of observable inputs used to value the instruments:

  • Level 1 – values based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.

  • Level 2 – values based on inputs, including quoted prices, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly observable as of the reporting date.

  • Level 3 – values based on prices or valuation techniques that are not based on observable market data.

Fair value measurement using:
Note
Total
$
Level 1
$
Level 2
$
Level 3
$
Financial liabilities measured at
fair value - 2021
Convertible liabilities
14
Total financial assets
4,934,817
-
4,934,817
-
4,934,817
-
4,934,817
-

There were no transfers between Level 1, Level 2 and Level 3 during 2021. There is no comparative balances reported in 2020.

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Notes to the Consolidated Financial Statements

16. Issued capital

Accounting Policy

Ordinary shares are classified as equity. Transaction costs directly attributable to the issue of shares or options are recognised as a deduction from equity, net of any related income tax effects.

(a)
Ordinary shares
2021
2020
2021
2020
$
$ Number
Number
Issued and fully paid
98,808,042
95,778,819
539,900,237
525,667,829
Movements in shares on issue
At the beginning of the period
95,778,819
85,068,406
525,667,829
445,849,952
Exercise of options
2,197,825
4,341,498
9,636,632
28,885,129
Shares issued to employees
67,375
52,500
275,000
350,000
Entitlement issue
898,000
6,575,695
3,821,276
50,582,248
Shares issued to third party
129,000
-
500,000
-
Share issue costs
(262,977)
(259,280)
-
-
-
At the end of the period
98,808,042
95,778,819
539,900,237
525,667,829
(b)
Share options
Listed share options
2021
Number
2020
At the beginning of the period
107,471,898
85,774,779
Options issued
120,000
50,582,248
Options exercised
(6,636,632)
(28,885,129)
At the end of the period
100,955,266
107,471,898
2021
2020
Number
Number
(c)
Share options
Unlisted share options
At the beginning of the period
15,000,000
5,000,000
Options issued
5,000,000
10,000,000
Options exercised
(3,000,000)
-
At the end of the period
17,000,000
15,000,000
Refer note 17 for further details on share options issued.
2021
2020
Number
Number
(d)
Performance rights
Unlisted performance rights
At the beginning of the period
-
-
Performance rights issued
120,000
-
Performance rights converted
-
-
At the end of the period
120,000
-
98,808,042
95,778,819
539,900,237
525,667,829
95,778,819
85,068,406
525,667,829
445,849,952
2,197,825
4,341,498
9,636,632
28,885,129
67,375
52,500
275,000
350,000
898,000
6,575,695
3,821,276
50,582,248
129,000
-
500,000
-
(262,977)
(259,280)
-
-
-
98,808,042
95,778,819
539,900,237
525,667,829

Refer note 17 for further details on performance rights issued.

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Notes to the Consolidated Financial Statements

17. Share based payments

Accounting Policy

The value of options granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the options (the vesting period), ending on the date on which the relevant employees become fully entitled to the option (the vesting date).

At each subsequent reporting date until vesting, the cumulative charge to the statement of comprehensive income is the product of:

  • The grant date fair value of the option;

  • The current best estimate of the number of options that will vest, taking into account such factors as the likelihood of employee turnover during the vesting period and the likelihood of non-market performance conditions being met; and

  • The expired portion of the vesting period.

Until an option has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards vest than were originally anticipated to do so.

Share based payment expense

The Group recognised total share-based payment expenses as follows:

2021
$
2020
$
Shares issued to employees
Option issued to employees
Performance rights issued to employees
Shares issued to Advisors
Options issued to directors
Total
67,375
52,500
216,555
63,707
6,900
-
128,500
-
-
649,056
419,330
765,263

Shares Issued to Employees

On 23 December 2020, the Company issued 275,000 shares at a nominal value of $0.245 per share to various employees. The total of $67,375 has been expensed.

Share Option Plan

The Company provides directors, certain employees and advisors with share options. The options are exercisable at set prices and the vesting and exercisable terms varied to suit each grant of options.

2021
2020
Number of
Options
Weighted
average
exercise price
(cents)
Number of
Options
Weighted
average
exercise price
(cents)
Outstanding 1 July
Issued
Exercised
Traded / Sold
Lapsed
Outstanding 30 June
37,050,000
21.1
27,500,000
15.5
5,000,000
25.0
10,000,000
25.0
(3,000,000)
18.0
(450,000)
15.0
(1,419,096)
25.0
-
-
-
-
-
-
37,630,904
21.6
37,050,000
21.1

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Notes to the Consolidated Financial Statements

Share-based payments – Options issued

The table below summarises options granted to directors, employees and consultants under the Share Option Plan:

Grant Expiry Expiry Exercise Balance Granted Exercised Expired/ Balance Vested
Date Date price at start of during the during the lapsed at the and
the year year year during end of exercisable
the year the year during the
year
Number Number Number Number Number Number
Unlisted options:
26 Feb 26 Feb
2019 2022 $0.18 5,000,000 - (3,000,000) - 2,000,000 2,000,000
8 Nov
8 Nov 2019 2023 $0.25 9,000,000 - - - 9,000,000 9,000,000
8 Nov
6 Jan 2020 2023 $0.25 1,000,000 - - - 1,000,000 1,000,000
17 Dec 8 Nov
2020 2023 $0.25 - 5,000,000 - - 5,000,000 -
Listed options:
31 Oct 8 Aug
2017 2021 Various 1,550,000 - - - 1,550,000 1,550,000
24 Nov 8 Aug
2017 2021
Various
17,000,000 - - - 17,000,000 17,000,000
23 May 8 Aug
2018 2021 Various 3,000,000 - - - 3,000,000 3,000,000
14 May 8 Aug
2019 2021 Various 500,000 - - - 500,000 500,000

The weighted average remaining contractual life of the options is 0.98 years (2020: 1.79 years). The issue of unlisted options to the Chief Executive Officer (CEO Options) was approved at the Board of Directors on 17 December 2020.

Using the Black Scholes option pricing model and based on the assumptions set out below, the CEO Options were ascribed the following value:

Assumptions:

Assumptions:
Valuation date 17 December 2020
Market price of shares $0.245
Exercise price $0.250
Expiry date (length of time from issue) 8 November 2023 – 2.89 years
Risk free interest rate 0.25%
Volatility 75%
Indicative Value of CEO Options (cents) 0.11581
Number of options issued 5,000,000
Total Value of CEO Options $579,069
Vested to date $216,555

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Notes to the Consolidated Financial Statements

2,000,000 of the options will vest on the first anniversary of employment and 3,000,000 of the options will vest on the second anniversary of employment, subject to the CEO remaining in the employ of First Graphene Limited or any entity associated with First Graphene Limited.

Share-based payments – Performance rights issued

The following performance rights were granted to employees:

Employee Number of Date of
Share
Value
Vesting
Performance Grant
Price A$
A$
Date
Rights
Aditya Asthana 60,000 07/04/2021
0.21
12,600
22/03/2022
Todd McGurgan 60,000 12/04/2021
0.25
15,000
13/04/2022
120,000 27,600

Total vesting expense was recognised in the current year of $6,900. Vesting of these performance rights is based on completing 12 months of continuous service.

18. Reserves and accumulated losses

Accounting Policy

The share based payments reserve holds the directly attributable cost of services provided pursuant to the options issued to corporate advisors, directors, employees and past directors of the Group.

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.

19. Statement of cash flow reconciliation

2021
$
2020
$
(a)
Reconciliation of net loss after tax to net cash
flows from operations
Net Loss
Adjusted for:
Depreciation
Amortisation
Impairment of intangible asset
Write back/impairment of inventory
(Gain)/loss on sale of property, plant and equipment
Share based payments expensed
Options expensed
Shares issued to employees as payment for deferred
salaries
Foreign exchange loss/(gains)
Changes in assets/liabilities
(Increase)/decrease in trade and other receivables
(Increase)/decrease in inventory
(Increase)/decrease in prepayments
Decrease in other assets
(Decrease)/increase in trade and other payables
Net cash (used in) operating activities
(6,284,757)
(5,366,149)
76,153
245,165
18,075
27,624
250,000
-
(4,680)
46,800
(15,759)
(1,886)
419,831
52,500
-
712,763
-
152,025
(10,767)
10,049
(20,447)
116,682
(1,364,264)
(1,034,700)
(129,516)
(66,177)
7,040
-
(15,867)
365,950
(7,074,958)
(4,739,354)

(b) Non-cash investing and financing activities

There were no non-cash investing and financing activities during the reporting period.

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Notes to the Consolidated Financial Statements

20. Commitments

The Group has no commitments which are not recorded on the statement of financial position as at 30 June 2021. (2020: Nil)..

21. Results of the parent company

2021
$
2020
$
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventory
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Right of use asset
Intercompany loans receivable
Inventory
Investment in subsidiaries
Investment
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Employee liabilities
Lease Liabilities
Total current liabilities
Non-current liabilities
Lease Liabilities
Total non-current liabilities
Total liabilities
Net Assets
Equity
Issued capital
Share based payments reserve
Other reserves
Accumulated losses
Total equity
Results of the parent entity:
Loss for the period
6,598,192
7,621,249
56,368
55,388
1,152,872
1,601,522
687,442
320,742
8,494,874
9,598,901
2,630,599
2,246,962
342,590
219,067
-
-
3,528,896
1,009,201
650,000
650,000
220,805
215,102
7,372,890
4,357,454
15,867,764
13,956,355
6,030,222
1,408,068
132,190
63,221
196,213
72,791
6,358,625
1,544,080
163,084
152,999
163,084
152,999
6,521,709
1,697,079
9,346,055
12,259,276
98,808,042
95,778,818
5,639,623
5,416,167
-
467,202
(95,101,610)
(89,402,911)
9,346,055
12,259,276
(6,165,899)
(5,240,662)
(6,165,899)
(5,240,662)

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Notes to the Consolidated Financial Statements

22. Events since the end of the financial year

Although the Group cannot fully estimate the length or gravity of the COVID-19 effect, from its initial assessment, it is expecting to be able to continue as a going concern.

No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent financial years.

23. Related party transactions

Compensation for key management personnel

The key management personnel compensation included in employee benefits expense (note 4) and share-based payments (note 17), is as follows:

2021
$
2020$
Short term employee benefits
Share based payments
2,220,138
1,589,338
219,706
712,763
2,439,844
2,302,101

Transactions with other related parties

There were no loans to/from related parties in 2021 (2020: Nil)

Subsidiaries

The consolidated financial statements include the financial statements of First Graphene Limited and the subsidiaries listed in the following table:

Principal activity in
Proportion of voting

Proportion of voting
Class of Place of
the year rights and shares held shares held Incorporation
2021 2020
First Graphene (UK) Ltd Graphene sales
and R&D
100% 100% Ordinary England &
Wales
MRL Investments (Pvt) Ltd Holding company 100% 100% Ordinary Sri Lanka
MRL Graphene (Pvt) Ltd Graphene Mining
and exploration
100% 100% Ordinary Sri Lanka
Development and
sale of VFD, TTF
2D Fluidics Pty Ltd and other 2D 66.67% 66.67% Ordinary Australia
devices and
materials

53 | P a g e

Notes to the Consolidated Financial Statements

24. Auditors’ remuneration

Services provided by the Group’s auditor (in tenure as auditor) and associated firms

During the year, the Group (including its overseas subsidiaries) obtained the following services from BDO Audit (W.A.) Pty Ltd as detailed below:

Auditors’ remuneration 2021
$
2020
$
Remuneration of the auditor of the Group for:
-
Audit services – BDO Audit (WA) Pty Ltd
-
Taxation services – BDO Corporate Tax (WA) Pty Ltd
44,776
44,583
50,454
33,794
95,230
78,377

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Directors’ Declaration

The Directors declare:

  1. the financial statements and notes, as set out on pages 19 to 54 are in accordance with the Corporations Act 2001 and:

  2. a. comply with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

  3. b. give a true and fair view of the financial position as at 30 June 2021 and of the performance for the year ended on this date of the consolidated group;

  4. the Chief Executive Officer and Chief Finance Officer have each declared:

  5. a. the financial records of the consolidated group for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;

  6. b. the financial statements, and the notes for the financial year comply with the accounting standards; and

  7. c. the financial statements and notes for the financial year give a true and fair view; and

  8. in the directors’ opinion, there are reasonable grounds to believe the consolidated group will be able to pay its debts as and when they become due and payable.

  9. the consolidated group has included in the notes to the financial statements an explicit and unreserved statement of compliance with the International Financial Reporting Standards

  10. the remuneration disclosures set out in the Directors’ Report on pages 10 to 16 as the audited Remuneration Report) comply with section 300A of the Corporations Act 2001;

Signed in accordance with a resolution of the directors made pursuant to section 295 (5) of the Corporations Act 2001. On behalf of the Directors

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Michael Bell Managing Director 30 August 2021

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38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au

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INDEPENDENT AUDITOR'S REPORT

To the members of First Graphene Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of First Graphene Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, 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:

  • (i) Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance for the year ended on that date; and

  • (ii) 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 Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (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 confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.

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

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

56 | P a g e

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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.

Valuation of Inventory

Key audit matter How the matter was addressed in our audit
The Group’s inventory, as disclosed in Note 9 to Our audit procedures included, but were not
the financial report, was a key audit matter as limited to:
the inventory costing and net realisable value
(“NRV”) calculations require significant estimates
and judgements.
assessing the NRV of inventory against the
requirements of the Australian Accounting
Standards, including comparing managements
The determination of NRV of the inventory estimated future selling prices to customer
requires management’s judgement in relation to contracts in place at year end;
estimating future selling prices, future processing
costs and related selling costs.
testing on a sample basis, the reasonableness
of the costs capitalised into inventory against
the requirements of Australian Accounting
Standards;
observing the year end stocktake process and
undertaking our own test counts; and
assessing the adequacy of the related
disclosures in Note 9 to the financial report.

Other information

The directors are responsible for the other information. The other information comprises the information contained in annual report for the year ended 30 June 2021, but does not include the financial report and our auditor’s report thereon, which we obtained prior to the date of this auditor’s report, and the annual report, which is expected to be made available to us after that date.

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

57 | P a g e

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In connection with our audit of the financial report, our responsibility is to read the other information identified above 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 on the other information that we obtained prior to the date of this auditor’s report, 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.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and will request that it is corrected. If it is not corrected, we will seek to have the matter appropriately brought to the attention of users for whom our report is prepared.

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 ability of the group 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 has 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 (http://www.auasb.gov.au/Home.aspx) at:

https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf

This description forms part of our auditor’s report.

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Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 10 to 16 of the directors’ report for the year ended 30 June 2021.

In our opinion, the Remuneration Report of First Graphene Limited, for the year ended 30 June 2021, complies with section 300A of the Corporations Act 2001 .

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.

BDO Audit (WA) Pty Ltd

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Jarrad Prue

Director

Perth, 30 August 2021

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Additional Securities Exchange Information

(note, this information does not form part of the audited financial statements)

Additional information required by the Australian Securities Exchange Limited and not shown elsewhere in this report is as follows. This information is complete as at 24 August 2021.

a) Distribution of Shareholdings – Fully Paid Ordinary Shares:

Size of Holding Number of Shareholders
Number of Share
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
164
30,996
1,456
4,868,525
995
7,973,035
2,112
74,315,806
515
462,532,324
5,242
549,720,986
Equity Security Quoted
Unquoted
Fully Paid ordinary shares
Options
549,720,986
0
0
15,300,000

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Additional Securities Exchange Information

b) Top 20 Security Holders – Fully Paid Ordinary Shares (FGR) at 24 August 2021

Position
Holder/Group Name
Number of
Shares
%
1 BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM 120,167,300 21.86%
2 TWYNAM INVESTMENTS PTY LTD 22,447,082 4.08%
3 CITICORP NOMINEES PTY LIMITED 20,972,025 3.81%
4 BNP PARIBAS NOMINEES PTY LTD SIX SIS LTD
18,463,451 3.36%
5 GREGORACH PTY LTD 15,905,946 2.89%
6 BUILDING ON THE ROCK LIMITED 15,781,850 2.87%
7 IPS Holdings 13,828,400 2.52%
8 DEBT MANAGEMENT ASIA CORPORATION 11,696,267 2.13%
9 BNP PARIBAS NOMS PTY LTD
8,967,971 1.63%
10 MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED 7,335,253 1.33%
11 GINGA PTY LTD 6,771,374 1.23%
12 HALLIDAF MANAGEMENT LIMITED 6,704,274 1.22%
13 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 5,519,866 1.00%
14 WILLIAM TAYLOR NOMINEES PTY LTD 4,465,959 0.81%
15 BISSAPP SOFTWARE PTY LTD
3,325,056 0.60%
16 IPS NOMINEES LIMITED 3,259,611 0.59%
17 MS FADILLAH BURHAN HASIBUAN 3,089,230 0.56%
18 MR RICHARD HOPETOUN BITCON 2,860,000 0.52%
19 MR RYAN JEHAN ROCKWOOD 2,500,000 0.45%
20 MR GREGORY JOHN KEIR 2,000,000 0.36%
Total 296,060,915 53.86%
Total Issued Capital
549,720,986
100.00%

Shareholders with less than a marketable parcel

At 24 August 2021, there were 526 shareholders holding less than a marketable parcel of shares ($0.21 cents on this date) in the Company totalling 743,893 ordinary shares. This represented 0.1% of the issued capital.

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Additional Securities Exchange Information

c) Licence Position as at 24 August 2021

All granted licences are in good standing and comply with the reporting requirements of the relevant licence.

Licence Number FGR Interest - % Status General Location
IML/A/HO/9405/R/2 100 Granted Central
IML/A/HO/8416/R4 100 Granted Western
EL/225/R3 100 Granted Central
EL/228/R3 100 Granted Central
EL/243/R3 100 Granted Central
EL/321/R1 100 Granted Central
EL/227/R3 100 Granted South Central
EL/262/R2 100 Granted Central
EL/325/R1 100 Granted Central
EL/326/R1 100 Granted Central

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