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First Graphene Ltd. Interim / Quarterly Report 2022

Feb 27, 2022

35640_rns_2022-02-27_89262359-5ae9-4333-9145-befee714313a.pdf

Interim / Quarterly Report

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FIRST GRAPHENE LIMITED

ABN 50 007 870 760

INTERIM FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2021

First Graphene Limited ABN 50 007 870 760 ASX Half-year information – 31 December 2021

Lodged with the ASX under Listing Rule 4.2A

This information should be read in conjunction with the 30 June 2021 Annual Report

First Graphene Limited For the half-year ended 31 December 2021

Results for announcement to the market

esults for announcement to the market
$
Revenue from ordinary activities Up 101% 185,225
Loss from continuing ordinary activities after tax
attributable to members
Up 18% 2,397,668
Net loss for the period attributable to members Up 21% 2,482,589
Dividends
No dividends have beenpaid or declared duringtheperiod
31 December 31 December
2021 2020
Cents Cents
Net tangible asset backing per share 1.69 1.89

Explanation of results

Included further within the Half Year Report

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 3

Financial Performance Overview

Half Ended Half Ended
31 December 31 December
2021 2020 Variance Variance
A$m A$m A$m %
Sales Revenue 0.18 0.09 0.09 +101%
Operating Loss 2.40 2.03 - 0.37 - 18%
Underlying
Operating Loss
1.56 2.03 +0.47 +18%

The first half of the period ending 31 December 2021 saw a 101% increase in revenue , closing the best first half sales performance in the company’s history. This is a significant percentage jump in revenue resulting from the very early efforts of the new commercial strategy and sales team that have been in place for little under 6 months.

The underlying operating loss for the half was an improvement of A$0.47m or 18% improvement on the previous comparable period .

The underlying performance excludes the significant impacts due to the timing of grant receipts and tax incentives that are yet to be realised in the 2022 financial year. It also excludes some cash and non-cash one-off restructuring expenditure.

The key timing impacts are the receipt of project grant income and research & development tax credits, both of which are expected to be received in March 2022. Furthermore, there are one-off restructuring costs incurred in the first half of 2022 in the amount of A$0.3m, that have set-up a more then 20% reduction in on-going personnel costs.

Overall, the first half of the financial year 2022 marks a significant improvement in sales that have more than doubled from this time last year and a continued reduction in company’s cost base. Whilst the sales numbers remain modest, First Graphene has a very healthy opportunity pipeline, which provides the basis for a strong H2 performance.

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 4

DIRECTOR’S REPORT

Your directors present their report on the consolidated entity (referred to hereafter as the “Group”) consisting of First Graphene Limited and the entities it controlled at the end of, or during, the half-year ended 31 December 2021.

DIRECTORS

The following persons were Directors of First Graphene Limited during the half-year and up to the date of this report:

  • Warwick Robert Grigor

  • Michael Bell (Appointed Managing Director on 1 July 2021)

  • Michael Quinert

  • Dr Andy Goodwin

HIGHLIGHTS

Continued Innovation

  • Development of Cavitation technology and Patent Acquisition

  • PureGRAPH[®] Confirmed as pristine by University of Adelaide

  • Product Launches: PureGRAPH[®] MB-EVA, PureGRAPH[®] Bitumen Masterbatch

  • PureGRAPH[®] based supercapacitor materials developed and continued research into commercial applications

  • Patent filing for graphene use in cement production

  • PureGRAPH[® ] enhanced conductive coating launched

  • Collaboration agreements signed with Breedon group and Fosroc International to develop green cement and grinding aids

Commercial Strategy starts to deliver

  • New Growth Strategy launched and completed recruitment of industry experience Commercial Managers

  • Collaboration agreement signed with DSP Malaysia to develop HDPE enhancement

  • Distribution agreement with GtM Action

  • Distribution agreement with Gerdau

  • newGen group extends contract and increases forecast orders

  • Increased volume of opportunities moving to product trials across an increased number of new applications

OVERVIEW

Over the first half of FY22, the Company continued to pursue its commercial go-to-market strategy with a focus on five identified industry verticals while advancing research and development alongside a range of industry collaborations.

Those collaborations, many with formulators and material suppliers – coupled with the ongoing release of admixtures and masterbatch formulations for specific applications - clearly signals First Graphene’s evolution to being an advanced materials technology company.

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 5

DIRECTOR’S REPORT

The distinction between manufacturing graphene product lines and highly targeted, graphene-enhanced formulations may appear subtle, but for industry it marks a step change in advancing graphene technologies to a commercially viable scale.

One of the biggest challenges faced by material providers and end product manufacturers has been dispersing graphene effectively without the need for major changes to manufacturing processes. First Graphene’s focus on developing ready-made formulations suited to a wide range of products and specific production methods allows for far simpler adoption of graphene.

The Company’s early adopter customers continue to provide a growing revenue base, and is supplemented by a very strong pipeline of new customers and application opportunities in the thermally conductive plastics, geotextiles, and cement & concrete industries. In addition, part of the Company’s go-to-market strategy includes a continued focus on building strategic industry collaborations to assist with uptake of graphene technologies which has advanced well.

Since 1 July 2021, First Graphene has made significant inroads across the five identified verticals. Some key milestones are highlighted below.

Energy Technology

The Company continued to advance its innovative cavitation process that converts petroleum feedstocks to synthetic graphene, graphite and clean hydrogen.

A key aspect of progressing the process was for First Graphene to acquire the patents for the technology from research and development partner Kainos Innovation Limited. This ensures the intellectual property for the process, which stands to transform the petroleum industry as it looks for alternative revenue streams, will be protected as First Graphene pursues commercial development opportunities. The Company also released a whitepaper to highlight the benefits and technical innovation of the cavitation process, adding a valuable tool to the suite of marketing assets to help attract industry partners.

First Graphene made significant breakthroughs in research and development into material technologies for batteries and supercapacitors , including the granting of a patent for next generation battery technologies. The additional patent was granted as an extension to the existing cavitation process patent family and described a simplified, green method for coating silicon anode particles with graphene.

Silicon anodes have the theoretical potential to increase energy density levels by up to 10 times compared to those of conventional graphite anodes.

The Company also announced in December that it had developed PureGRAPH[®] -based supercapacitor materials, with testing showing an 85 per cent improvement in energy density

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 6

DIRECTOR’S REPORT

and 300 per cent better capacitance than the more typical activated carbon cells.

In January of this year, First Graphene also received government funding from Innovate UK to further its research into supercapacitor materials. The intention is to use the funding to develop and test high-energy, high-power density, commercial-scale supercapacitor cells.

In addition, the Company is actively building its energy sector R&D team to ensure we remain at the forefront of battery and supercapacitor development.

The supercapacitor device market is projected to grow from US$409 million in 2020 to US$720 million by 2025 at an expected CAGR of 12.0 per cent.

Cement and Concrete

The global cement and concrete sectors are booming but face a major challenge to reduce carbon dioxide emissions.

The cement sector alone is responsible for up to 8 per cent of total global CO2 emissions and the Global Cement and Concrete Association, on behalf of 40 leading manufacturers, has committed to cutting carbon emissions by 25 per cent over the coming eight years.

First Graphene is actively growing its industry partner portfolio around the world, with research, development and commercialisation projects under way in the UK, South Africa and the Asia Pacific regions.

The Company has secured collaboration agreements with global construction chemicals manufacturer Fosroc International Limited to develop PureGRAPH®-enhanced cement additives or grinding aids, and with South African-based Nanoproof Glade Chemical Manufacturers JV to develop graphene technology for concrete admixtures.

Leading a consortium that includes Breedon Cement Ltd, Morgan Sindall Construction & Infrastructure Ltd and the University of Manchester, First Graphene secured a highly competitive Innovate UK grant to develop high performance, graphene-enhanced cement. The involvement of these key partners signals a concerted effort by the UK Government and industry to harness the known benefits that graphene can provide to the construction sector.

The collaborative project, which commenced in February 2022, is planned to run over a 12month period and new technologies developed by the consortium will be piloted in a cement manufacturing facility and the performance evaluated through extensive testing against construction industry standards.

Additionally, research and development work led by New Zealand-based GtM Action, and research by Wollongong University, have seen further advances in various applications and concrete and cement applications including the potential for graphene to improve

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 7

DIRECTOR’S REPORT

performance in harsh environments such as wastewater management and saltwater applications.

Once again, the Company has moved to protect its intellectual property by filing a patent in the UK regarding the scale up of graphene-enhanced cement admixtures.

As announced to the market in the Company’s New Growth Strategy1, the global cement and concrete market is of key significance, with a predicted market value of US$774 billion by 2027.

Rubbers and Elastomers

During the first half of the financial year, foundation customer newGen Group increased its volume order of PureGRAPH[® ] following successful field trials of its ArmourGRAPH[®] mining wear applications.

A Deed of Variation was executed with newGen, ensuring a minimum phased commitment to First Graphene of of 4,800kg of PureGRAPH[®] over three years. The Deed of Variation terms are worth between AU$1.2m and $1.44m in additional revenue for the Company.

In September, First Graphene released a new masterbatch product targeted to rubber and plastics manufacturers. PureGRAPH[®] MB-EVA is designed to readily fit into existing production lines, enabling greater ease of use and faster industry adoption of graphene solutions.

First Graphene also secured a funded development project to look into the feasibility of enhancing long rubber gloves, or gauntlets, used in the nuclear decommissioning industry. The project, conducted through Sellafield’s Game Changers Program which connects innovative solutions to complex nuclear industry challenges, aims to develop needlestick and punctureresistant rubber gauntlets for operators who are using decommissioning gloveboxes at the United Kingdom’s Sellafield Nuclear Site.

Inks and Coatings

Significant progress has been made in the inks and coatings segment, with several key milestones achieved.

The Company recently received an initial purchase order, worth AUD45,000, from an Australia based customer in the textiles sector. The order, expected to be part of larger multi-tonne deal for an optimised PureGRAPH[®] geotextile variant, is a major step in growing the Company’s penetration into the coatings and inks market segment. The opportunity came about following accelerated development and trials of a PureGRAPH[®] application designed to enhance the properties of textile products.

A commercial agreement with nanotechnology developer Protectology Ltd saw the launch

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 8

DIRECTOR’S REPORT

of a range of PureGRAPH[®] -enhanced conductive coatings, opening the way to the lucrative European coatings market. Protectology is a UK-based specialist manufacturer of protective coatings for applications across multiple sectors include automotive and multi-media surface protection. The agreement includes a commitment to grow Protectology’s range of PureGRAPH[®] -enhanced coatings, which are marketed under the PROGRAPH[®] brand, and increase market share.

The global coatings and inks market is valued at US$151 billion and the addition of a suitable graphene formulation has been proven to enhance resistance against water, corrosion, abrasion and fire, while imparting increased flexibility and strength to the product.

Plastics & Composites

Following the commercial launch of Aquatic Leisure Technologies’ PureGRAPH[®] -enhanced Graphene Nano-Tech pool range in the previous half, progress has continued in the composites space.

First Graphene entered into a collaboration agreement with High Density PolyEthylene (HDPE) sheet extrusion specialist DSP (M) Sdn Bhd. The collaboration will be focused on the development of PureGRAPH[®] -enhanced HDPE sheet and welding wire to provide increased durability, abrasion resistance and fire retardancy of fabricated HDPE components.

In addition, the range of PureGRAPH[® ] products continued to grow with the launch of several new formulations including a bitumen masterbatch. Especially relevant to the plastics and composites sector is the on-going development of a liquid medium aimed at significantly improving the customer’s ability to incorporate graphene into their product range.

Other Progress

In August, First Graphene announced the publication of a scientific paper written by researchers at Australian Research Council’s Graphene Research Hub (ARC Hub), which described a robust analytical process that can be used to detect “counterfeit” graphene materials. First Graphene’s PureGRAPH[®] was used as the pristine graphene that provided the control sample during the test development.

First Graphene announced it had entered into a distribution agreement with Brazil-based Gerdau Graphene, providing the industrial giant with a two-year agreement comprising nonexclusive distribution rights to sell PureGRAPH[®] products into the Americas, as well as enabling Gerdau Graphene to develop new applications and opportunities using PureGRAPH[®] .

The ongoing industry collaborations, research and development work continues to position First Graphene as the world’s leading provider of commercial-grade graphene solutions, while setting the Company on a definite path to achieving its commercial goals over the remainder

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 9

DIRECTOR’S REPORT

of the financial year and into the future.

There are no other known subsequent events of a material nature.

AUDITORS INDEPENDENCE DECLARATION

A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 is set out on page 14.

Signed in accordance with a resolution of Directors and on behalf of the Directors by:

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Michael Bell CEO & Managing Director Singapore, 25 February 2022

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 10

Auditor’s Independence Declaration

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First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 11

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the Half-Year Ended 31 December 2021

ncome
or the Half-Year Ended 31 December 2021
Note
Continuing operations
Revenue from contracts with customers
Cost of goods sold
Gross profit/(loss)
Other income
2
Research & development
3(a)
Selling & marketing
3(b)
Mineral lease maintenance
3(c)
General & administrative
3(d)
Loss from continuing operations before tax
expense and finance
Finance income
Finance expense
Loss from continuing operations before tax
expense
Income tax benefit/(expense)
Loss after tax from continuing operations
Other comprehensive income
Items which may be reclassified to the profit or
loss
Foreign currency translation difference on
foreign operations
Total comprehensive loss for the period
attributable to the owners of First Graphene
Limited
Loss for the period attributable to:
Owners of First Graphene Limited
Non-controlling interests
Half-Year
2021
$
2020
$
185,225
92,372
(192,661)
(61,119)
(7,436) 31,253
612,464
873,041
(767,057)
(1,124,062)
(510,490)
(222,163)
(88,195)
(156,722)
(1,636,974)
(1,433,727)
(2,397,688)
(2,032,380)
1,246
1,433
(88,685)
(14,531)
(2,485,127)
(2,045,478)
-
-
(2,485,127)
(2,045,478)
2,538
(6,789)
(2,482,589)
(2,052,267)
(2,485,810)
(2,057,531)
3,221
12,053
(2,482,589)
(2,045,478)

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 12

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the Half-Year Ended 31 December 2021

ncome
or the Half-Year Ended 31 December 2021
Total comprehensive loss for the period
attributable to:
Owners of First Graphene Limited
Non-controlling interests
Loss per share for the period attributable to the
owners of First Graphene Limited:
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
Note Half-Year
2021
$
2020
$ (2,485,810)
(2,064,320)
3,221
12,053
(2,482,589)
(2,052,267)
(0.45)
(0.39)
(0.45)
(0.39)

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

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 13

Consolidated Statement of Financial Position

As at 31 December 2021

Note
Current Assets
Cash and cash equivalents
Inventories
4
Trade and other receivables
Other current assets
5
Total Current Assets
Non-Current Assets
Property, plant, and equipment
Inventories
4
Intangible assets
Right of use asset
Other Assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Lease liabilities
Employee liabilities
Borrowings
6
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
7
Reserves
Accumulated losses
Capital and reserves attributable to the owners
of First Graphene Limited
Non-controlling interest
Total Equity
31
December
2021
$
30
June
2021
$ 8,431,713
7,076,580
1,590,409
1,152,872
299,080
86,015
792,956
817,234
11,114,158
9,132,701
2,427,877
2,666,643
3,465,813
3,528,896
138,623
101,652
253,219
342,590
223,556
220,805
6,509,087
4,681,768
17,523,245
15,993,287
263,687
1,321,261
270,647
359,297
211,896
154,117
7,432,977
4,934,817
8,179,207
6,769,491
8,179,207
6,769,491
9,444,038
9,223,795
101,305,609
98,808,042
5,869,023
5,607,362
(97,858,258)
(95,361,902)
9,316,375
9,053,502
127,663
170,293
9,444,038
9,223,795

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

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 14

Consolidated Statement of Changes in Equity For the Half-Year Ended 31 December 2021

Issued capital Share based
payments
reserve
Options
reserve
Translation
reserve
Other Reserve Accumulated
losses
Non-
controlling
interest
Total equity
$ $ $ $ $ $ $ $
As at 1 July 2021 98,808,042 5,639,623 - 13,590 (45,741) (95,361,903) 170,183 9,223,794
Profit/(loss) for the period - - - (2,485,810) 3,221 (2,482,589)
Other comprehensive
income - - - 3,229 - (10,545) - (7,316)
Total comprehensive
income for the period - - - 3,229 - (2,496,354) 3,221 (2,489,905)
Transactions with owners
in their capacity as
owners
Shares issued 2,502,187 - - - - - - 2,502,187
Share issue costs (4,620) - - - - - - (4,620)
Transactions with non-
controlling interest - - - - 6,460 - (6,460) -
Share based payment - 212,581 - - - - - 212,581
Balance at 31 December
2021 101,305,609 5,852,204 - 16,819 (39,281) (97,858,257) 166,944 9,444,038

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

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 15

Consolidated Statement of Changes in Equity For the Half-Year Ended 31 December 2020

As at 1 July 2020
Profit/(loss) for the period
Other comprehensive
income
Total comprehensive
income for the period
Transactions with owners
in their capacity as
owners
Shares issued
Share issue costs
Transactions with non-
controlling interest
Share based payment
Balance at 31 December
2020
Issued
capital
$
Share
based
payments
reserve
$
Options
reserve
$
Translation
reserve
$
Other
Reserve
$
Accumulated
losses
$
Non-
controlling
interest
$
Total equity
$
95,778,819
5,416,167
467,202
4,102
(71,057)
(89,531,680)
182,832
12,246,385
-
-
-
(2,057,531)
12,053
(2,045,478)
-
-
-
(6,789)
-
-
-
(6,789)
-
-
-
(6,789)
-
(2, 057,531)
12,053
(2,052,267)
72,706
-
-
-
-
-
-
72,706
(7,028)
-
-
-
-
-
-
(7,028)
-
-
-
-
(18)
-
18
-
-
15,548
-
-
-
-
-
15,548
95,844,497
5,431,715
467,202
(2,687)
(71,075)
(91,589,211)
194,903
10,275,344

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

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 16

Consolidated Statement of Cash Flows

For the Half-Year Ended 31 December 2021

Note
Cash flows from operating activities
Revenue from sales
Payments to suppliers and employees
Interest received
Interest expense
Other income – R&D credit received
Net cash outflows from operating activities
Cash flows from investing activities
Payments for property, plant, and equipment
Proceeds from the sale of property, plant, and
equipment
Payments for intellectual property
Net cash outflows from investing activities
Cash flow from financing activities
Proceeds from exercise of options
Payment for share issue costs
Proceeds received from third party 6
Payments of lease liabilities
Net cash inflows/(outflows) from financing
activities
Net Increase/(decrease) in cash and cash equivalents
Exchange rate adjustments
Cash and cash equivalents at beginning of the
period
Cash at the end of the period
Half-Year
2021
$
2020
$ 157,863
118,706
(3,482,149)
(4,082,106)
1,246
1,433
-
(9,890)
222,349
873,042
(3,100,692)
(3,098,815)
(30,379)
(813,204)
-
-
(46,000)
(44,224)
(76,379)
(857,428)
1,617,371
5,331
(4,620)
(5,106)
3,000,000
-
(88,650)
(66,880)
4,524,101
(66,655)
1,347,030
(4,022,898)
8,102
2,610
7,076,580
8,053,134
8,431,713
4,032,846

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

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 17

Notes to the Consolidated Financial Statements

1. Basis of preparation of half-year financial statements

This interim consolidated financial report for the half-year reporting period ended 31 December 2021 has been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.

This interim consolidated financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the Annual Financial Statements of First Graphene Limited as at 30 June 2021 and any public announcements made by First Graphene Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

These interim financial statements were authorised for issue in accordance with a resolution of directors on 25 February 2022.

Accounting policies

New standards, interpretation and amendments adopted by the Group

The accounting policies adopted in the preparation of the interim condensed 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 2021, except for the adoption of new standards effective as of 1 July 2021. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

Several other amendments and interpretations applied for the first time in 2021, but do not have an impact on the interim condensed consolidated financial statements of the Group.

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 18

Notes to the Consolidated Financial Statements

2. Other income

.
Other income
Research & Development grants and tax
incentives
Total other income
31 December
2021
$
31 December
2020
$ 612,464
873,041
612,464
873,041

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 19

Notes to the Consolidated Financial Statements

3. Expenses

.
Expenses
(a) Research & development expenses
Employee expenses
Consultants and research programs
Legal and other professional fees
Depreciation
Amortisation
Other
(b) Selling & marketing
Employee expenses
Advertising & promotions
Other
(c) Mining Lease maintenance
Employee expenses
Depreciation
Amortisation
Other
(d) General & administrative
Employee expenses
Finance & company secretarial fees
Legal and other professional fees
ASX listing, share registry and other corporate
costs
Depreciation
Amortisation
Share based payment expense
Option expense (non-cash)
Other expenses
Total administrative expenses
31 December
2021
$
31 December
2020
$ 289,137
398,535
345,242
494,118
9,145
12,756
18,122
37,852
12,934
11,138
92,478
169,663
767,057
1,124,062
283,802
57,716
85,526
153,203
141,162
11,244
510,490
222,163
29,866
30,604
-
-
-
-
58,328
126,118
88,195
156,722
686,261
179,224
31,726
396,212
232,285
431,517
83,954
86,138
26,013
9,942
55,631
3,813
134,125
67,375
195,456
15,548
191,525
243,958
1,636,974
1,433,727

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 20

Notes to the Consolidated Financial Statements

4. Inventory

Raw materials
Finished goods
Work in progress
Less: Provision for impairment
Carrying amount
Disclosed as:
Current
Non-current
Total inventory
.
Other current assets
Prepayments
Deposits paid
Total other current assets
31 December
2021
$
30 June
2021
$ 1,924,217
1,859,988
2,737,727
2,513,211
436,398
350,689
5,098,342
4,723,887
(42,120)
(42,120)
5,056,222
4,681,768
1,590,409
1,152,872
3,465,812
3,528,896
5,5056,222
4,681,768
31 December
2021
$
30 June
2021
$ 785,456
817,234
7,500
-
792,956
817,234

5. Other current assets

6. 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”)

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 21

Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements

  • 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.

  • 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.

31 Dec 2021
$
30 Jun 2021
$
Current
Convertible liabilities
7,432,977
4,934,817
7,432,977
4,934,817

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 26

Notes to the Consolidated Financial Statements

7.
Issued capital
Issued and Paid-Up Capital
Opening ordinary shares, fully
paid
Movements in ordinary
share capital
At the beginning of the period
Exercise of options
Shares issued to employees
Entitlement issue
Shares issued to third party
Share issue costs
31
December
2021
Number of
Shares
30 June
2021
Number of
Shares
31
December
2021
$
30 June
2021
$ 550,320,986
539,900,327
100,305,609
98,808,042
31
December
2021
Number of
Shares
31
December
2020
Number of
Shares
31
December
2021
$
31
December
2020
$ 539,900,327
525,667,829
98,808,042
95,778,819
9,120,749
9,636,632
2,210,187
2,197,825
-
275,000
-
67,375
-
3,821,276
-
898,000
1,300,000
500,000
292,000
129,000
-
-
(4 ,620)
(262,977)
550,320,986
539,900,327 101,305,609
98,808,042

8. Dividends

No dividends have been paid or declared during the period. (2020: Nil)

9. Earnings per share

2021 2020
A$ A$
Loss attributable to the owners of First
Graphene used in calculating basic and (2,482,589) (2,045,478)
diluted loss per share
Number of Number of
shares shares
Weighted average ordinary shares used in
calculating basic and diluted earnings per 549,316,283 525,708,798
share
Basic and diluted loss per share - cents per (0.45) (0.39)
share
First Graphene Limited Consolidated Interim Financial Report – December 2021 Page 27

Notes to the Consolidated Financial Statements

10. Options

0. Options
(a)
Share options
Listed share options
At the beginning of the period
Options issued
Options exercised during the
period
Options expired
(b)
Share options
Unlisted share options
At the beginning of the period
Options issued
Options exercised
At the end of the period
(c)
Performance rights
Unlisted performance rights
At the beginning of the period
Performance rights issued
Performance rights exercised
At the end of the period
31 December
2021
30 June
2021
Number
Number
100,955,266
107,471,898
-
120,000
(8,120,749)
(6,636,632)
(92,834,517)
-
-
100,955,266
31 December
2021
30 June
2021
Number
Number
17,000,000
15,000,000
-
5,000,000
(1,000,000)
(3,000,000)
16,000,000
17,000,000
31 December
2021
30 June
2021
Number
Number
120,000
-
60,000
120,000
-
-
180,000
120,000

11. Share based payments

Share Option Plan

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).

The Group recognised total share-based payment expense in the half-year as follows:

Share based payment Half Year
2021
2020
212,581
15,548


212,581
15,548

Notes to the Consolidated Financial Statements

11. Share based payments (continued)

Share-based payments – Performance rights issued

The following performance rights were granted to employees:

Number of
Performance
Rights
Date of
Grant
Share
Price A$
Value
A$ Vesting
Date
60,000
16/09/2021 0.19
60,000
11,400
17/09/2022
11,400

Total vesting expense recognised in the current year relating to all existing performance rights was $17,125. Vesting of these performance rights is based on completing 12 months of continuous service.

12. 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:

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 29

Notes to the Consolidated Financial Statements

12. Segment reporting (continued)

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 and exploration activities

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

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 30

Notes to the Consolidated Financial Statements

12. Segment reporting (continued)

Business Graphene Production Production Research & Development Corporate Services Corporate Services Mining Asset Mining Asset Total Total
Segment Maintenance
6 months to 6 months to 6 months to 6 months to 6 months to 6 months to 6 months to 6 months to 6 months to 6 months to
31 31 31 31 31 31 31 31 31 31
December December December December December December December December December December
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
A$ A$ A$ A$ A$ A$ A$ A$ A$ A$
Revenue from
external
customers 185,225 92,372 - - - - - - 185,225 92,372
Interest
revenue - - - - 1,246 1,433 - - 1,246 1,433
Operating loss - 33,037 (551,147) (300,018) (1,843,247) (1,655,824) (88,195) (122,673) (2,482,589) (2,045,478)
Depreciation
expense 196,087 314,503 18,122 37,852 27,342 10,011 - - 241,551 362,365
Amortisation
expense 31,657 66,201 12,934 11,138 55,631 3,813 - - 100,221 81,152
Business Graphene Production Research & Development Corporate Services Mining Asset Total
Segment Maintenance
31 31 31 31 31
December 30 June December 30 June December 30 June December 30 June December 30 June
2021 2021 2021 2021 2021 2021 2021 2021 2021 2021
Segment assets 5,139,686 4,738,136 3,131,016 3,406,311 9,324,372 7,816,571 28,172 32,269 17,623,245 15,993,287
Segment
liabilities
179,442 179,708 70,074 239,557 7,922,724 6,342,001 6,966 8,225 8,179,206 6,769,491

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 30

Notes to the Consolidated Financial Statements

12. Segment reporting (continued)

Geographical areas

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

6 months to 31
31
6 months to 31
December
December
December
30 June
2021
2021
2020
2021
Geographical segments Revenue
Total Assets
Revenue
Total Assets
$
$
$ $
Australia
United Kingdom
Sri Lanka
Total
185,225
17,115,413
92,372
9,252,761
-
479,660
-
482,374
-
28,172
-
6,258,152
185,225
17,623,245
92,372
15,993,287

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

Reconciliation of segment assets to the Statement of Financial Position


31 December
30 June
2021
2021
$
$
Total segments assets
Inter-segment elimination
Total assets per statement of financial position
25,124,293
23,160,997
(7,501,048)
(7,167,710)
17,623,245
15,993,287

Reconciliation of segment liabilities to the Statement of Financial Position


31 December
30 June
2021
2021
$
$
Total segments liabilities
Inter-segment elimination
Total liabilities per statement of financial position
25,430,376
23,255,662
(17,251,170)
(16,486,171)
8,179,206
6,769,491

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 31

Notes to the Consolidated Financial Statements

13. Subsequent events after Reporting Date

There are no other known subsequent events of a material nature.

14. Contingent liabilities and contingent assets

There has been no material change to contingent liabilities and contingent assets since 30 June 2021.

15. Related Party Transactions

There has been no change to related party transactions other than the issue of options disclosed in note 11.

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 32

Director’s Declaration

In the Directors’ opinion:

  • a) The financial statements and notes set out on pages 12 to 32 are in accordance with the Corporations Act 2001, including:

  • a. Complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and

  • b. Giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2021 and of its performance for the half-year ended on that date, and

  • b) There are reasonable grounds to believe First Graphene Limited will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors on 25 February 2022.

==> picture [80 x 47] intentionally omitted <==

Michael Bell

CEO & Managing Director Singapore, 25 February 2022

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 33

Independent Auditor’s Report

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First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 34

Independent Auditor’s Report

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First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 35

Additional Securities Information

(Note this information does not form part of the audit reviewed financial statements)

Additional information not shown elsewhere in this report is as follows. This information is complete as at 7 February 2022.

a) Distribution of Shareholdings – Fully Paid Ordinary Shares:

Size of Holding Number of Shareholders
Number of Share
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
180
1,555
1,054
2,176
490
5,455
34,881
5,195,405
8,367,074
74,761,573
462,162,053
550,520,986
Equity Security Quoted Unquoted
Fully paid ordinary shares 550,320,986 -
Options - 16,000,000

b) Top 20 Security Holders – Fully Paid Ordinary Shares (FGR)

Number of
Holder Name Shares
%
1 Bnp Paribas Nominees Pty Ltd Acf Clearstream 133,134,722
24.18%
2 Twynam Investments Pty Ltd 22,447,082
4.08%
3 Citicorp Nominees Pty Limited 21,408,862
3.89%
4 Bnp Paribas Nominees Pty Ltd Six Sis Ltd 18,048,117
3.28%
5 Gregorach Pty Ltd 15,905,946
2.89%
6 Building On The Rock Limited 14,685,000
2.67%
7 Ips Holdings 13,828,400
2.51%
8 Debt Management Asia Corporation 11,796,267
2.14%
9 Merrill Lynch (Australia) Nominees Pty Limited 7,822,243
1.42%
10 Ginga Pty Ltd 6,771,374
1.23%
11 Bnp Paribas Noms Pty Ltd 5,382,004
0.98%
12 Hsbc Custody Nominees (Australia) Limited 5,086,711
0.92%
13 William Taylor Nominees Pty Ltd 4,465,959
0.81%
14 Bissapp Software Pty Ltd 3,325,056
0.60%
15 Hallidaf Management Limited 3,304,274
0.60%
16 Ms Fadillah Burhan Hasibuan 3,089,230
0.56%
17 Mr Richard Hopetoun Bitcon 2,860,000
0.52%
18 Ips Nominees Limited 2,759,611
0.50%
19 Mr Ryan Jehan Rockwood 2,500,000
0.45%
19 Mr Adam O'Donnell Ferris 2,500,000
0.45%
20 Mrs Terri Frances Youd 2,274,200
0.41%
Total 303,395,058
55.11%
Total issued capital - selected security
class(es) 550,520,986
100.00%

At 23 February 2022, there were 185 shareholders holding less than a marketable parcel of shares ($0.18 cents on this date) in the Company totalling 1,244, 062 ordinary shares amounting to 0.23% of the issued capital.

First Graphene Limited Consolidated Interim Financial Report – December 2021

Page 36