GetSwift Technologies Limited

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus does not constitute a public offering of securities.

The securities qualified for distribution by this prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or the securities laws of any state of the United States of America, its territories, possessions or the District of Columbia (the " U.S. "), and may not be offered, sold or delivered, directly or indirectly, in the U.S. unless exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws are available. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the U.S. Securities Act). Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense. See "GetSwift – Our History – “Plan of Distribution".

FINAL PROSPECTUS

New Issue

January 4, 2021

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Up to 30,764,917 Common Shares and 1,388,167 Option Shares, all issuable in connection with the Arrangement (as such terms are defined herein)

No securities are being offered or sold pursuant to this prospectus. This Prospectus (as defined herein) qualifies the distribution of up to (i) 30,764,917 Common shares (the " Qualifying Shares ") in the capital of GetSwift Technologies Limited (" GetSwift " or the " Corporation "), all issuable for no additional consideration upon completion of the scheme of arrangement under Part 5.1 of the Australian Corporations Act 2001 (Cth) pursuant to which all of the issued and outstanding fully paid ordinary shares (each a “ GSW Share ”) of GetSwift Limited, an Australian public company limited by shares with company number 604 611 556 (“ GSW ”) will be exchanged for Common shares (each a “ Common Share ”) of the Corporation based on an exchange ratio of seven GSW Shares for each Common Share (the “ Exchange Ratio ”), with any fractional entitlement of a GSW Shareholder to a Common Share resulting from such exchange being rounded down to the nearest whole number of Common Shares and resulting in GSW becoming a whollyowned subsidiary of the Corporation (the “ Arrangement ”), and (ii) 1,388,167 Common shares of the Corporation (“ Option Shares ” and, together with the Qualifying Shares, the “ Qualifying Securities ”), all issuable upon the due exercise of legacy options of GSW.

On September 4, 2020, the Corporation entered into a scheme implementation deed with GSW (the “ Arrangement Agreement ”) setting out the terms and conditions upon which the Arrangement will be proposed by GSW to GSW Shareholders. Pursuant to the terms and conditions of the Arrangement Agreement, the Corporation executed a deed poll dated October 1, 2020 (the “ Deed Poll ”), under which the Corporation has covenanted in favour of the GSW Shareholders to perform the obligations attributed to the Corporation under the Arrangement and the Deed Poll. The Corporation and GSW entered into an amending deed to the scheme implementation deed dated December 17, 2020 (the “ Amending Deed ”, and references to “Arrangement Agreement” shall hereinafter be to the Arrangement Agreement as amended by the Amending Deed), pursuant to which the FIRB approval condition was amended to reflect Australian legislative reforms which came into force on January 1, 2021 and the end date of the Arrangement was extended from December 31, 2020 to January 31, 2021. The GSW Shares are currently listed for trading on the ASX under the symbol “GSW” and GSW is included in the official list of the ASX.

Under the Arrangement Agreement, GSW and the Corporation have agreed to use reasonable endeavours to have each GSW Optionholder (as defined herein) enter into a legally binding deed with GSW to amend

the terms of their GSW Options in connection with the Arrangement and as at the date of this Prospectus, GSW has entered into a legally binding deed with each GSW Optionholder under which each GSW Optionholder agrees (to the extent applicable) to waive any rights they may have to accelerated vesting of their GSW Options in connection with the Arrangement (including any change of control of GSW), and to amend the terms of any GSW Options they hold on the Scheme Record Date (as defined herein) such that with effect on the completion of the Arrangement, upon exercise, they shall receive in lieu of GSW Shares such number of Common Shares as determined by the Exchange Ratio. The underlying exercise price of the GSW Options will also be converted to Canadian dollars based on the A$:C$ exchange rate published by the Reserve Bank of Australia on the business day before the implementation date for the Arrangement. These amendments, which will take effect on completion of the Arrangement, remain conditional on the Arrangement becoming Effective. GSW has obtained from ASX a waiver from ASX Listing Rule 6.23.4 to the extent necessary to permit the amendments to the terms of the GSW Options under such agreements without needing to obtain approval of GSW shareholders.

GSW intends to apply to ASX for GSW Shares to be suspended from trading on ASX from close of trading on the Effective Date. Following completion of the Arrangement, GSW will apply for termination of official quotation of the GSW Shares on the ASX and for GSW to be removed from the official list of the ASX. The Arrangement became Effective on January 4, 2021, upon the order of the Court (as defined herein) approving the Arrangement being lodged with ASIC (as defined herein) on that date. The Arrangement will be implemented in accordance with the terms of the Arrangement and the Deed Poll.

The Qualifying Securities are not available for purchase pursuant to this Prospectus and no additional funds are to be received by the Corporation from the distribution of Qualifying Securities (other than for any proceeds received upon the due exercise of GSW Options).

NEO Exchange Inc. (the “ NEO ”) has approved the listing of the Common Shares under the symbol “GSW”, including Common Shares issuable pursuant to the Arrangement and Option Shares issuable upon exercise of the GSW Options, subject to GetSwift providing NEO with confirmation of the implementation of the Arrangement, an executed copy of this Prospectus and the related receipt issued by the Commission in respect of this Prospectus, and the balance of any listing fees. See " Plan of Distribution " and " Risk Factors – NEO Listing ".

The GSW Shares are also included into trading in Germany on the Frankfurt Stock Exchange on the Open Market segment “Quotation Board” under the symbol “G5T” and in the United States on the OTC Pink Open Market operated by OTC Markets Group under the symbol “GSWTF”, in each case without the consent of GSW. As at the date of this Prospectus the Corporation intends to make an application to seek the listing of the Common Shares on the OTCQB Venture Market but has not determined whether to pursue any listing on the Frankfurt Stock Exchange. Accordingly, there can be no assurance that any additional listings will be obtained, and even if obtained, that an active and liquid market for the Common Shares will develop or be maintained on any other trading facilities.

There is currently no market through which the Common Shares may be sold and holders of such securities may not be able to resell the Common Shares unless and until the Common Shares are listed on NEO. This may affect the pricing of the Common Shares in the secondary market, the transparency and availability of trading prices, the liquidity of the Common Shares, and the extent of issuer regulation. See " Risk Factors ".

The Corporation's head office is located at 1185 Avenue of the Americas, 3[rd] Floor, New York, New York, 10036, and its registered office is located at 20[th] Floor, 250 Howe Street, Vancouver, British Columbia, V6C 3R8.

Bane Hunter, Joel Macdonald, Robert Bardunias, and Carl Mogridge (collectively, the " Foreign Officers "), each an officer and/or director of the Corporation, reside outside of Canada and will be providing a certificate under Part 5 of National Instrument 41-101 - General Prospectus Requirements . The Foreign Officers have appointed Dentons Canada LLP, 77 King Street West, Suite 400, Toronto-Dominion Centre, Toronto, Ontario, M5K 0A1, Canada as agent for service of process. Investors are advised that it may not be possible

to enforce judgments obtained in Canada against any person that resides outside of Canada even if the party has appointed an agent for service of process.

This Prospectus is not, and is not required to be, a prospectus under the Australian Corporations Act, and no offer or invitation is made to any person in Australia pursuant to this Prospectus. It has been prepared to address requirements of the Qualifying Jurisdictions and its content may not be the same, or presented in the same manner, as information in a disclosure document under the Australian Corporations Act.

Any distribution of Qualifying Securities in Australia is made pursuant to the Arrangement, within the exemption in section 708(17) of the Australian Corporations Act. This Prospectus has been provided to ASIC and ASX in connection with the Arrangement, but is not required to be registered with ASIC or ASX.

This Prospectus does not constitute financial product advice and has been prepared without reference to individual investment objectives, financial situation, taxation position or particular needs of any investor or any other person. Neither GSW nor the Corporation holds an Australian financial service licence. Australian investors should seek their own legal, financial and tax advice in connection with the Arrangement.

This Prospectus does not constitute a prospectus within the meaning of section 85 of Financial Services and Markets Act 2000 (as amended) (the “ FSMA” ), has not been drawn up in accordance with the Prospectus Regulation (EU) 2017/1129 (the “ Prospectus Regulation ”) and has not been approved by or filed with the Financial Conduct Authority in the United Kingdom.

This Prospectus does not constitute an offer to the public for the purposes of section 102B of the FSMA in accordance with article 1(4)(b) of the Prospectus Regulation.

This Prospectus is being distributed on the basis that each person in the United Kingdom to whom it is issued is reasonably believed to be such a person as is described in (i) Article 19 ( Investment professionals ) or (ii) Article 49 ( High net worth companies, unincorporated associations etc. ) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005/1529) (the “ FPO ”). Any investment or investment activity to which this Prospectus relates is only available to and will only be engaged in with such persons and any person who does not fall within (i) and (ii) above should not rely on or act upon this Prospectus.

If you are in any doubt about the contents of this Prospectus or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA if you are resident in the United Kingdom or from another appropriately authorised independent financial adviser if you are resident in a territory outside the United Kingdom. If you are uncertain whether or not you fall within the exemptions of the FPO set out in (i) and (ii) above you should consult a professional adviser for advice.

This Prospectus has not been approved by or filed with any financial supervisory authority in the European Economic Area. This Prospectus further does not constitute an offer to the public in accordance with article 1(4)(b) of the Prospectus Regulation. Further, there shall be in general no advertising, offering, distribution, transferring or delivering of securities to the public in the European Economic Area. If any securities shall only be advertised, offered, sold, transferred or delivered to persons by making use of the exemption from the obligation to publish a securities prospectus with regard to the type of offer pursuant to exemptions laid down in Art. 1 (4) of the Prospectus Regulation. There is no intention to target the European Economic Area market with regard to a public offering of the securities or an offering other than permitted by Article 1 (4) of the Prospectus Regulation.

Any recipient of this Prospectus is reminded that this Prospectus has been delivered to you on the basis that you are a person into whose possession this Prospectus may be lawfully delivered in accordance with the respectively applicable laws and regulations and you may not, nor are you authorized to deliver this Prospectus to any other person located in a member state of the European Economic Area.

No advertisement, invitation or document relating to the Qualifying Securities will be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Qualifying Securities which are intended to be disposed of only to GSW shareholders. This Prospectus may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever in Hong Kong. Any forwarding, distribution or reproduction of this Prospectus in whole or in part is unauthorized under Hong Kong securities law.

This Prospectus is not a product disclosure statement for the purposes of the Financial Markets Conduct Act 2013. This Prospectus does not include any of the prescribed information that would be contained in a product disclosure statement in connection with a regulated offer of financial products in New Zealand. The distribution of Qualifying Securities under the Arrangement is not intended to constitute a regulated offer of financial products in New Zealand. New Zealand residents should seek their own legal, financial and tax advice in connection with the Arrangement.

GENERAL MATTERS	13	DIRECTORS AND EXECUTIVE OFFICERS	47
FORWARD-LOOKING STATEMENTS	13	EXECUTIVE COMPENSATION	52
FUTURE-ORIENTED FINANCIAL		INDEBTEDNESS OF DIRECTORS AND
INFORMATION	19	EXECUTIVE OFFICERS	65
FINANCIAL STATEMENT PRESENTATION		AUDIT COMMITTEE	65
IN THIS PROSPECTUS	19	CORPORATE GOVERNANCE	67
EXCHANGE RATE INFORMATION	20	RISK FACTORS	72
TRADEMARKS AND TRADE NAMES	20	CERTAIN CANADIAN FEDERAL INCOME
PROSPECTUS SUMMARY	21	TAX CONSIDERATIONS	93
THE CORPORATION & THE GETSWIFT		PROMOTERS	97
GROUP	23	LEGAL PROCEEDINGS AND REGULATORY
OUR BUSINESS	31	ACTIONS	98
OUR INTELLECTUAL PROPERTY	37	INTEREST OF MANAGEMENT AND
DIVIDEND POLICY	38	OTHERS IN MATERIAL TRANSACTIONS	100
SUMMARY OF SELECTED FINANCIAL		AUDITORS	101
INFORMATION	38	REGISTRAR AND TRANSFER AGENT	101
MANAGEMENT'S DISCUSSION AND		MATERIAL CONTRACTS	101
ANALYSIS	39	INTEREST OF EXPERTS	101
DESCRIPTION OF OUR SECURITIES	39	SCHEDULE "A" – GETSWIFT FINANCIAL
CONSOLIDATED CAPITALIZATION	42	STATEMENTS	1
GSW OPTIONS	43	SCHEDULE "B" – GSW FINANCIAL
PRIOR SALES	43	STATEMENTS & MD&A	1
PLAN OF DISTRIBUTION	44	SCHEDULE "C" – AUDIT COMMITTEE CHARTER	2
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL		CERTIFICATE OF THE CORPORATION	1
RESTRICTION ON TRANSFER	47	CERTIFICATE OF THE PROMOTERS	1
PRINCIPAL SHAREHOLDERS	47

GLOSSARY

" allowable capital loss " has the meaning ascribed thereto under " Certain Canadian Federal Income Tax Considerations – Taxation of Capital Gains and Capital Losses ".

“ Amended LDA Agreement ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

" Amending Deed " has the meaning ascribed thereto on the face page of this Prospectus.

" Arrangement " means the scheme of arrangement between GSW and the GSW Shareholders under Part 5.1 of the Australian Corporations Act, substantially in the form annexed to the Arrangement Agreement, together with any amendment or modification made pursuant to section 411(6) of the Australian Corporations Act.

" Arrangement Agreement " has the meaning ascribed thereto on the face page of this Prospectus.

" ASIC " means the Australian Securities and Investments Commission.

" ASIC Act " means the Australian Securities and Investments Commission Act 2001 (Cth).

" ASX " means ASX Limited or the Australian Securities Exchange, as the context requires.

" Audit Committee " means the Audit Committee of the Corporation in accordance with NI 52-110.

" Australian Corporations Act " means the Australian Corporations Act 2001 (Cth).

" Bardunias Agreement " has the meaning ascribed thereto under "Executive Compensation – Employment Agreements, Termination and Change of Control Benefits" .

" BCBCA " means the Business Corporations Act (British Columbia).

" Board of Directors " or " Board " means the board of directors of the Corporation.

" Business Day " means any day except Saturday, Sunday, any statutory holiday in the Province of Ontario or the Province of British Columbia, or any other day on which the principal chartered banks in the City of Toronto or the City of Vancouver are closed for business.

“ Buy-Back Facility ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

“ Capital Call Amount ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

“ Capital Call Limit ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

“ Capital Call Date ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

“ Canaccord ” has the meaning ascribed thereto under “ Plan of Distribution – Application for Listing ”.

" Canadian Holder " has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada" .

" Code of Conduct " has the meaning ascribed thereto under "Corporate Governance – Board of Directors – Ethical Business Conduct" .

“ Commitment Fee ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

“ Commission ” has the meaning ascribed thereto under " Risk Factors – Key Personnel ".

" Common Share " has the definition ascribed thereto on the face page of this Prospectus.

“ Compensation Committee ” has the meaning ascribed thereto under “ Corporate Governance – Compensation Committee ”.

“ Compensation Committee Charter ” has the meaning ascribed thereto under “ Corporate Governance – Compensation Committee ”.

" Controlling Individual " has the meaning ascribed thereto under "Certain Canadian Federal Income Tax " Considerations .

“ Corporation Incentive Plan ” has the meaning ascribed thereto under “ Description of Our Securities – Corporation Options ”.

“ Corporation Options ” means options of the Corporation exercisable for Common Shares issued pursuant to the Corporation Incentive Plan.

“Court” means the Federal Court of Australia, or such other court of competent jurisdiction for the purposes of the Australian Corporations Act as may be agreed by the Corporation and GSW.

" Cox Agreement " has the meaning ascribed thereto under "Executive Compensation – Employment Agreements, Termination and Change of Control Benefits" .

" CRA " means the Canada Revenue Agency.

“ Current Litigation Matters ” has the meaning ascribed thereto under “ Risk Factors – Ongoing Regulatory and Litigation Proceedings ”.

“ DBP ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Intercorporate Relationships ".

“ DBP APA ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

“ DBP Earnout ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

“ DBP Vendors ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

" Deed Poll " has the meaning ascribed to such term on the face page of this Prospectus.

" " DBSPs " has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations .

" Effective " means the coming into effect, pursuant to section 411(10) of the Australian Corporations Act, of the order of the Court made under section 411(4)(b) of the Australian Corporations Act in relation to the Arrangement, but in any event at no time before an office copy of the order of the Court is lodged with ASIC.

" Effective Date " means the date on which the Arrangement becomes Effective.

“ Exchange Ratio ” has the meaning ascribed thereto on the face page of this Prospectus.

“ FATA ” has the meaning ascribed thereto under " Our Business – Reorganizations " .

“ Financial Statements ” has the meaning ascribed thereto under “ Financial Statement Presentation in This Prospectus” .

" FIRB " means the Australian Foreign Investment Review Board.

" First Court Hearing " means the hearing before the Court pursuant to section 411(4)(a) of the Australian Act to consider and, if thought fit, approve the despatch to GSW Shareholders of the Scheme Booklet (with or without amendment) and convene the Scheme Meeting.

“ FOFI ” has the meaning ascribed thereto under “ Future-Oriented Financial Information ”.

" Foreign Officers " has the meaning ascribed thereto on the third page of this Prospectus.

" forward-looking statements " has the meaning ascribed thereto under " Forward-Looking Statements ".

“ FPO ” has the meaning ascribed thereto on the third page of this Prospectus.

“ FSMA ” has the meaning ascribed thereto on the third page of this Prospectus.

“ GetSwift ” or the “ Corporation ” has the meaning ascribed thereto on the face page of this Prospectus.

“ GetSwift Offering ” has the meaning ascribed thereto under " Prospectus Summary – Description of the Business ".

“ GSI ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Intercorporate Relationships ".

" GSW " has the meaning ascribed thereto on the face page of this Prospectus.

“ GSW 2017 Plan ” has the meaning ascribed thereto under " Description of Our Securities – Corporation Options ".

“ GSW 2019 Plan ” has the meaning ascribed thereto under " Description of Our Securities – Corporation Options ".

" GSW Board " the meaning ascribed thereto under " Directors and Executive Officers ".

" GSW Legacy Plans " has the meaning ascribed thereto under “ Description of Our Securities – Corporation Options ”.

" GSW Option " means an option granted by GSW to acquire by way of issue a GSW Share in accordance with its terms, whether pursuant to the GSW Legacy Plans or standalone equity compensation arrangements.

" GSW Optionholder " means a holder of GSW Options.

“ GSW Share " means a fully paid ordinary share in the capital of GSW.

" GSW Shareholder " means each person who is registered in the register of members of GSW as a holder of a GSW Share from time to time.

“ GSW U.S. Plan ” has the meaning ascribed thereto under " Description of Our Securities – Corporation Options ".

" Holder " has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations ".

" Hunter Agreement " has the meaning ascribed thereto under "Executive Compensation – Employment Agreements, Termination and Change of Control Benefits" .

" IFRS " means International Financial Reporting Standards.

“ IPO ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Restructuring of Liquorun, GetSwift and Completion of the IPO ".

" Ineligible Foreign Shareholder " means a GSW Shareholder who has an address shown in the register of members of GSW in a jurisdiction outside of Australia and its external territories, Canada, New Zealand, or the United States, unless the Corporation determines (in its absolute discretion) that it would be lawful and not unduly onerous or impracticable to issue the Common Shares to that GSW Shareholder in the relevant jurisdiction.

" IT " has the meaning ascribed thereto under "Risk Factors – Risks Related to the Corporation's Business and Industry – Information Systems Security Threats ".

“ Liquorun ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Intercorporate Relationships ".

" Listing Date " means the date the Common Shares are listed and posted for trading on the NEO.

“ LDA ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

“ LDA Agreement ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

“ LDA LLC ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

“ LDA Maximum Commitment ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

“ Logo ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Intercorporate Relationships ".

“ Logo Acquisition Agreement ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

“ Logo Call Option ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

“ Logo Earnout Notice ” means written notice of the Logo Vendors’ determination that the aggregate revenues of Logo in the twelve month period immediately prior to such Logo Earnout Notice have surpassed one or more of the earnout thresholds set forth in the Logo Acquisition Agreement during any of Logo’s fiscal years 2020, 2021, or 2022.

“ Logo Put Option ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

“ Logo Vendors ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

" Macdonald Agreement " has the meaning ascribed thereto under "Executive Compensation – Employment Agreements, Termination and Change of Control Benefits" .

“ McTaggart Proceeding ” has the meaning ascribed thereto under “ Legal Proceedings and Regulatory Actions ”.

" MD&A " means management's discussion and analysis.

“ Minimum Acceptable Price ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

" Named Executive Officers " has the meaning ascribed thereto under "Executive Compensation" .

" NEO " has the meaning ascribed thereto on the second page of this Prospectus.

" NI 52-110 " means National Instrument 52-110 – Audit Committees .

“ Nomination & Corporate Governance Committee ” has the meaning ascribed thereto under “ Corporate Governance – Nomination & Corporate Governance Committee ”.

" Non-Canadian Holder " has the meaning ascribed thereto under " Certain Canadian Income Tax Considerations – Holders Not Resident in Canada ".

" Noto Agreement " has the meaning ascribed thereto under "Executive Compensation – Employment Agreements, Termination and Change of Control Benefits" .

“ Option Shares ” has the meaning ascribed to such term on the face page of this Prospectus.

" Order " has the meaning ascribed thereto under " Directors and Executive Officers – Cease Trade Orders, Bankruptcies, Penalties or Sanctions and Conflicts Of Interest – Cease Trade Orders ".

“ Perera Proceeding ” has the meaning ascribed thereto under “ Legal Proceedings and Regulatory Actions ”.

“ Performance Right ” means a performance right of GSW granted pursuant to the GSW Legacy Plans, entitling the holder thereof, upon satisfaction of the applicable performance measures and vesting conditions, to acquire one GSW Share.

" person " includes an individual, partnership, association, body corporate, trustee, executor, administrator or legal representative.

“ Preferred Share ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Name, Address and Incorporation ".

“ Pricing Period ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

" Proposed Amendments " has the meaning ascribed thereto under " Certain Canadian Federal Income Tax Considerations ".

" Proprietary Information Agreement " has the meaning ascribed thereto under "Executive Compensation – Employment Agreements, Termination and Change of Control Benefits" .

" Prospectus " means this prospectus.

“ Prospectus Regulation ” has the meaning ascribed thereto on the third page of this Prospectus.

“ Qualcomm ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Restructuring of Liquorun, GetSwift and Completion of the IPO ".

“ Qualcomm Note ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Restructuring of Liquorun, GetSwift and Completion of the IPO ".

" Qualifying Jurisdictions " has the meaning ascribed thereto on the face page of this Prospectus.

" Qualifying Securities " has the meaning ascribed thereto on the face page of this Prospectus.

“ Qualifying Shares ” has the meaning ascribed thereto on the face page of this Prospectus.

" R&D " means research and development.

“ Redemption Price ” has the meaning ascribed thereto under " Description of Our Securities – Preferred Shares ".

" Registered Plans " has the meaning ascribed thereto under "Certain Canadian Federal Income Tax " Considerations .

“Requisite Majorities” means, in relation to the resolution put to GSW Shareholders at the Scheme Meeting to approve the Arrangement, that resolution being passed by: (i) a majority in number of the GSW Shareholders present and voting at the Scheme Meeting (in person or by proxy, attorney or corporate representative); and (ii) at least 75% of the total number of votes cast on the resolution in person or by proxy, attorney or corporate representative.

" SEDAR " means the System for Electronic Document Analysis and Retrieval, accessible at www.sedar.com.

" Sale Agent " means Canaccord Genuity Corp., in its capacity as a person appointed by the Corporation to sell the Common Shares that are attributable to Ineligible Foreign Shareholders.

" Scheme Booklet " means an explanatory statement prepared by GSW in relation to the Arrangement explaining the effect of the Arrangement and setting out certain prescribed information.

" Scheme Meeting " means the meeting of GSW Shareholders ordered by the Court to be convened pursuant to section 411(1) of the Australian Act to consider and vote on the Arrangement, and includes any meeting convened following any adjournment or postponement of that meeting.

" Scheme Record Date " means 7.00pm (Sydney, Australia time) on the second ASX trading day after the Effective Date or such other date as GSW and the Corporation agree.

" Second Court Date " means the day on which the Court makes an order pursuant to section 411(4)(b) of the Australian Corporations Act approving the Scheme.

" Second Court Hearing " means the hearing before the Court pursuant to section 411(4)(b) of the Australian Corporations Act to approve the Arrangement.

“ Share Lender ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

“ SP ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Intercorporate Relationships ".

" " Tax Act " has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations .

" Tax Regulations " has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations ".

" taxable capital gain " has the meaning ascribed thereto under " Certain Canadian Federal Income Tax Considerations – Taxation of Capital Gains and Capital Losses ".

" TechCXO " has the meaning ascribed thereto under "Executive Compensation – Employment Agreements, Termination and Change of Control Benefits" .

“ Total Purchase Price ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

“ " Undertaking Deed Poll ” has the meaning ascribed thereto under " Our Business – Reorganizations .

“ Unmarketable Parcel ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Development of GetSwift Following its IPO ".

" U.S. " has the meaning ascribed thereto on the face page of this Prospectus.

" U.S. Securities Act " has the meaning ascribed thereto on the face page of this Prospectus.

" USD " means U.S. dollars.

“ Webb Proceeding ” has the meaning ascribed thereto under “ Legal Proceedings and Regulatory Actions ”.

“ White Swan ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Restructuring of Liquorun, GetSwift and Completion of the IPO ".

“ White Swan Convertible Note ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Restructuring of Liquorun, GetSwift and Completion of the IPO ".

“ White Swan Convertible Note Agreement ” has the meaning ascribed thereto under " The Corporation & The GetSwift Group – Restructuring of Liquorun, GetSwift and Completion of the IPO ".

GENERAL MATTERS

Unless otherwise noted or the context indicates otherwise the "Corporation" and “GetSwift” refer to GetSwift Technologies Limited, and "we", "us", "our" or the “GetSwift Group” all refer to GetSwift Technologies Limited on a consolidated basis after giving effect to the completion of the Arrangement. Prospective investors should rely only on the information contained in this Prospectus. Neither the Corporation nor GSW has authorized any other person to provide prospective investors with additional or different information. If anyone provides prospective investors with additional or different or inconsistent information, including information or statements in media articles about us, prospective investors should not rely on it. Neither the Corporation nor GSW is making an offer to sell or seeking offers to buy any securities. Prospective investors should assume that the information appearing in this Prospectus is accurate only as at its date, regardless of its time of delivery. Our business, financial conditions, results of operations and prospects may have changed since that date.

All financial information herein has been presented in Canadian dollars in accordance with IFRS, unless otherwise specified. Words importing the singular number include the plural, and vice versa, and words importing any gender include all genders. All dollar amounts set forth in this Prospectus are stated in Canadian dollars except where otherwise indicated.

FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, (collectively, " forward-looking statements "), which reflect management's expectations regarding the Corporation's future growth, results from operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects, future business plans and opportunities. Wherever possible, words such as "predicts", "projects", "targets", "plans", "expects", "does not expect", "budget", "scheduled", "estimates", "forecasts", "anticipate" or "does not anticipate", "believe", "intend" and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. These forward-looking statements include, among other things, statements relating to:

expectations regarding our revenue, expenses and operations;
business plans, growth strategy and growth rate, including, without limitation, our intentions with respect to market positioning;
the Arrangement, the structure and completion thereof, the expected timing of acts to be completed in connection therewith, the intended location and structure of the Corporation, and the intended business of the Corporation following the Arrangement;
the expected exchange ratio under the Arrangement;
matters relating to the ASX, including, without limitation, the expected delisting of the GSW Shares therefrom and the receipt of any waiver sought by GSW from the requirements of the ASX Listing Rules in connection with the Arrangement;
the expected listing of the Common Shares on the NEO;
the possible listing of the Common Shares on the OTC and the Frankfurt Stock Exchange;
documents to be provided by Foreign Officers;

certain matters in connection with proposed issuances to shareholders in the United Kingdom and Hong Kong;
the cancellation of the Preferred share;
the ability of management to effectively manage the Corporation;
the closing of share issuances and the availability of financing under the Amended LDA Agreement;
our intended strategy for growth;
matters relating to the Corporation Incentive Plan and the GSW Legacy Plans and the administration thereof;
our treatment under regulatory regimes and applicable laws;
the treatment of Ineligible Foreign Shareholders under the Arrangement and the ability of Canaccord to act as Sale Agent;
our anticipated agreements with third parties, including, without limitation, the terms thereof, the timing of such agreements, the expected outcomes of such agreements and the geographic locations of such parties;
the expected composition of the Board and management of the Corporation and the expected resignation of current directors of GSW;
the expected share ownership of the directors of the Corporation;
our planned business objectives and future dividend policy;
the time and attention each executive officer and director will devote to our business;
the compensation structure for executive officers and directors, including the expected terms of any employment agreements;
the expected impact of the Arrangement on current employment agreements of executive officers of GSW;
our expected corporate governance practices and policies;
future intellectual property, R&D, service configurations and offerings, and business lines;
the impact certain identified risks may have on the Corporation;
the tax treatment applicable to holders of Common Shares;
the intentions of the Board with respect to the executive compensation plans and corporate governance plans described herein;
the timing and impact of ongoing litigation matters involving GSW and certain directors thereof; and
our anticipated cash flows and costs, and their effect on our ability to achieve our stated business objectives.

Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management, in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this Prospectus including, without limitation, the following:

the future customer concentration;
the ability to anticipate future needs of customers;
our expectations with respect to the competitive landscape of the industry in which we operate and our present intentions to differentiate our business within that industry;
there being no significant delays in the development and commercialization of our products and services;
maintaining sufficient and effective production and R&D capabilities;
our ability to complete the Arrangement in accordance with the terms of the Arrangement Agreement;
our ability to obtain necessary government and stock exchange approvals in a timely manner;
our ability to work with third parties to amend the terms of agreements to include the Corporation;
our ability to analyze customer data;
our ability to secure partnerships with service providers and resellers in international markets;
the ability of our strategic partnerships to effectively operate;
our ability to develop a brand to market our products successfully to consumers;
future capacity and supply levels, and future consumer demand levels;
continuing to attract and retain key personnel;
the demand for our products and services will grow for the foreseeable future; and
there being no significant barriers to acceptance of our products and services in the market.

While we consider these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, privacy, economic, political, regulatory, competitive and other risks, uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking statements. Many assumptions are based on factors and events that are not within our control and there is no assurance they will prove to be correct.

Furthermore, such forward-looking statements involve a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Corporation to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation:

risks regarding our future results, performance, achievements, prospects, targets, intentions, opportunities or the markets in which we operate;
the listing of the Common Shares remains subject to the Corporation fulfilling all of the requirements of the NEO;
there may be a limited market for the Common Shares;
potential for delays in obtaining, or restructuring conditions imposed by, regulatory approvals;
we may be unable to sustain our pricing models;

the market price for the Common Shares may be volatile and subject to wide fluctuations;
limited availability of market data for the Corporation to use in forecasting;
securities analysts may publish negative coverage;
our financial statements have been prepared on a going concern basis;
the potential for future sales of a substantial number of shares by officers, directors or other principal shareholders;
management has broad discretion in how it uses the fund available to it and effectiveness of the application of the funds are uncertain;
limited history of operations;
the inability to retain and attract employees and key personnel;
we have incurred losses since inception and may continue to incur losses in the future;
our directors and officers will, collectively, own a significant portion of the outstanding Common Shares;
potential inability to raise financing to support on-going operations, when needed or on terms which are acceptable;
potential inability to develop new products and services in time to be effectively commercialized;
potential risk of clients terminating their contractual agreements;
potential inability to retain support personnel, provide adequate training, prevent technological failures, and avoid adverse publicity or litigation;
risks related to liability for losses or costs incurred by third-party partners or co-investors;
potential risk that the Corporation will be unable to identify and acquire favourable and viable investment opportunities that will generate profit;
risks against which we are unable or unwilling to insure against;
there can be no assurances of profit generation or immediate results;
risks related to ongoing costs and obligations associated with investment in infrastructure and growth;
the potential for shareholder dilution pursuant to additional financings;
inability to obtain additional capital or favourable business opportunities;
the potential difficulty developing new products and remaining competitive;
risk of developing offerings not functional with external suppliers;
we may be unable to sustain sufficient investment in R&D, marketing, sales and client support to remain competitive against others operating in the industry;
the cost of our key inputs is unpredictable;
interruptions or changes in the availability or economics of our supply chain;
inability to effectively implement quality control systems;

we may be unable to immediately detect errors or defects in web-based products and services;
there is a potential for conflicts of interest to arise among our key stakeholders;
we may not be able to successfully integrate completed acquisitions and/or identify or complete future acquisitions;
we may be unable to safeguard against all potential undisclosed risks, liabilities, or costs associated with potential acquisitions;
we may be unable to effectively protect personal information;
our potential inability to comply with conflicting or changing data privacy laws across multiple jurisdictions and the impact the failure to comply may have on the business and its reputation;
potential for information systems security threats;
compliance with laws relating to privacy, data protection, and consumer protection;
potential inability to protect against all future cyber incidents and the impact that a cyber-attack could have on the operations of the business;
risk that we will incur losses as a result of information security or cyber-attack breaches;
we are reliant on our clients' ability to access the internet;
we may face future losses, liabilities or litigation as a result of our use of open source software;
potential inability to maintain current third-party software products and services relied on for our management information system;
we are reliant on key suppliers and skilled labour;
competitive conditions, customer requirements and spending patterns remain relatively unknown;
the industry is changing at rapid speeds, and we may be unable to keep pace;
we may not be able to respond adequately to technological advancements, customer requirements, changing industry standards or to any significant delays in development or introduction of new products;
we may not be able to effectively prevent fraudulent or illegal activities by our employees, contractors or consultants;
management may not be able to effectively manage our growth;
outside factors may harm our reputation;
we may be unable to mitigate the risk of holding third party confidential or proprietary information;
potential that patents will not be granted with respect to any of our future patent applications or potential that the Corporation will not develop proprietary technologies that are patentable;
we may be unable to protect against third parties replicating technologies covered under future patents in countries in which we do not have patent protection;
we may be unable to effectively protect our trade secrets;
we may be unable to protect intellectual property in relevant markets against third party misappropriation;

our ability to obtain, protect and build brand recognition using our current and potential trademarks, service marks, trade dress, domain names and other intellectual property rights;
the potential that future patent applications may be challenged, and we may be unable defend our intellectual property without incurring loss or liabilities;
risks associated with defending our intangible property rights in a manner that is not timeconsuming, expensive to litigate or could divert resources;
the inability to ensure that web-based sales are made in only jurisdictions where such sales or services are compliant with applicable local law;
risk that employees, consultants, advisors and contractors will breach confidentiality, inventions and assignment agreements or proprietary information agreements, and that the Corporation will not be able to maintain meaningful trade secret protection from competitors;
risk associated the Corporation’s inability to implement appropriate safeguards and control processes to ensure the reliability of its financials reports and to prevent fraud;
the impact of health epidemics, pandemics and other outbreaks of communicable diseases, including but not limited to COVID-19, could significantly disrupt our operations;
the regulatory regime is evolving and uncertainty exists regarding the impact of the regime on the Corporation;
risk of inability to respond to changing regulatory schemes and fees enacted by governmental authorities;
risks of foreign operations generally, including but not limited to nationalization, expropriation, contractual rights, foreign exchange restrictions, currency fluctuations, royalty and tax increases;
the potential risk of exposure resulting from the control of foreign subsidiaries;
potential government policy changes or shifts in public opinion;
the potential inability to enforce judgments obtained in one jurisdiction against any person or company incorporated, continued or otherwise organized under the laws of another (foreign) jurisdiction, even if the party has appointed an agent for service of process;
matters relating to the Corporation or its third parties failure to comply with the laws and regulations of the foreign jurisdiction where it conducts business and the resulting losses or liability caused by the outcome of any regulatory or agency proceedings brought against the Corporation or its third parties;
we may become subject to legal proceedings from time to time;
costs of ongoing litigation and the results thereof, including current legal proceedings resulting in adverse findings or orders or settlement outcomes against either GSW or its management ;
our ability to respond to changing regulations and laws passed regarding greenhouse gas emissions and the impact it may have on our costs and responsibilities;
other factors discussed under " Risk Factors ".

Although we have attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events, conditions, results, performance or

achievements to differ from those anticipated, estimated or intended. See " Risk Factors " for a discussion of certain factors investors should carefully consider before deciding to invest.

Readers are cautioned that the foregoing lists of important assumptions and risks, uncertainties and other factors are not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information contained herein. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking statements.

Forward-looking statements contained herein are made as of the date of this Prospectus and we disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as and to the extent required by applicable securities laws.

FUTURE-ORIENTED FINANCIAL INFORMATION

Select financial information included in this Prospectus is unaudited. There is a material risk that the audited financial results will differ significantly from the unaudited financial information presented herein.

This Prospectus also contains future-oriented financial information and financial outlook information (collectively, " FOFI ") including, without limitation:

our expected use of available funds; and
the expected costs of achieving our business objectives, including, without limitation, the cost of ongoing R&D initiatives, the cost of planned marketing activities, the cost to scale our human capital, per unit costs of development and anticipated selling price of products and services.

In addition to the risk factors as set forth in the above paragraphs, the FOFI contained herein involves a variety of known and unknown risks, uncertainties and other factors which may cause our actual plans, intentions, activities, results, performance or achievements to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such FOFI. Such additional risks include, without limitation:

service providers and consultants engaged to assist with the completion of our business objectives may incur unexpected costs or go over budget which may result in unexpected costs for us; and
we may experience turnover or other unexpected costs that may increase our cost to acquire sufficient talent.

FOFI contained in this Prospectus was made as of the date of this Prospectus and was provided for the purpose of describing the anticipated effects of the expected revenue and proceeds on our business objectives. We disclaim any intention or obligation to update or revise any FOFI contained in this Prospectus, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this Prospectus should not be used for purposes other than for which it is disclosed herein.

FINANCIAL STATEMENT PRESENTATION IN THIS PROSPECTUS

The following financial statements have been prepared in accordance with IFRS and are included in this Prospectus under Schedules A and B hereto (collectively, the " Financial Statements "):

Schedule A - GetSwift Financial Statements

Audited financial statements of the Corporation for the year ended June 30, 2020.
Unaudited interim financial statements of the Corporation for the three months ended September 30, 2020.

Schedule B - GSW Financial Statements and Management's Discussion & Analysis

Audited consolidated financial statements for the years ended June 30, 2020, June 30, 2019, and June 30, 2018.
Management's discussion and analysis for the years ended June 30, 2020, June 30, 2019, and June 30, 2018.
Unaudited consolidated interim financial statements for the three months ended September 30, 2020.
Management's discussion and analysis for the three months ended September 30, 2020.

EXCHANGE RATE INFORMATION

The following table lists the high and low exchange rates, the average of the exchange rates on the last day of each month during the year ended June 30, 2020 and the exchange rates at the end of such period for one Australian dollar, expressed in Canadian dollars, based on exchange rates from the Bank of Canada.

High for the period ................................................................ Low for the period ................................................................. End of the period ................................................................... Average for the period(2)........................................................	Year Ended June 30, 2020 (1) $
	$0.9395 $0.8374 $0.9382 $0.9000

Notes:

(1) Calculated using the average daily rates of the Bank of Canada.

(2) Calculated as an average of the respective Bank of Canada rates for each day during the period.

TRADEMARKS AND TRADE NAMES

This Prospectus includes trademarks which are protected under applicable intellectual property laws and are the property of GSW, including, without limitation, the trademark "GetSwift". Solely for convenience, the trademarks and trade names referred to in this Prospectus may appear without the ®, ™, © or other applicable symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights in our intellectual property, including the aforementioned trademarks and trade names. All other trademarks used in this Prospectus are the property of their respective owners. See also " Our Intellectual Property – Trademarks ".

PROSPECTUS SUMMARY

The following is a summary of the principal features of this Prospectus and should be read together with the more detailed information and financial data and statements contained elsewhere in this Prospectus. Prospective investors should carefully consider, among other things, the matters discussed under "Risk Factors". Certain capitalized terms and phrases used in this Prospectus are defined in the "Glossary".

GetSwift & The Corporation was incorporated as “GetSwift Technologies Limited” under the GSW: Business Corporations Act (British Columbia) on May 19, 2020 pursuant to its certificate of incorporation. The registered office of the Corporation is located at 250 Howe Street, 20[th] Floor, Vancouver, British Columbia, Canada, V6C 3R8.

GSW is an Australian public company limited by shares, incorporated under the Australian Corporations Act and is currently headquartered in New York, New York. The GSW Shares are currently listed on the ASX under the symbol ‘GSW’. The GSW Shares are also included into trading in Germany on the Frankfurt Stock Exchange on the Open Market segment “Quotation Board” under the symbol “G5T” and in the United States on the OTC Pink Open Market operated by OTC Markets Group under the symbol “GSWTF”, in each case without the consent of GSW.

GSW will become a wholly-owned subsidiary of the Corporation upon completion of the Arrangement. The Corporation will own all of the GSW Shares and the transferring GSW Shareholders (other than any Ineligible Foreign Shareholders) and the Sale Agent will own 100% of the issued and outstanding Common Shares immediately following completion of the Arrangement.

Description of GSW is a technology and services company that offers a suite of software products and the Business: services focused on business and logistics and automation, data management and analysis, communications, information security, and infrastructure optimization and also includes ecommerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimization, cash management, task management shift management, asset track, real-time alerts, cloud communications, and communications infrastructure products and services including consulting, design, construction, and maintenance (collectively, the “ GetSwift Offering ”). GetSwift’s offerings are used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.

Summary The following sets out selected financial information of GSW for the periods or as at the Financial dates indicated. The summary financial information should be read in conjunction with Information: the respective audited and unaudited financial statements and MD&A of the Corporation and GSW included in this Prospectus under Schedule A and Schedule B.

Revenue Operating expenses Other income (expense) Net income (loss) Current assets	Unaudited for the three months ended September 30, 2020 (A$) 10,482,200 6,316,333 334,300 (10,124,910) 42,818,799	Audited for the year ended June 30, 2020 (A$)
		24,962,375 31,165,930 1,626,923 (31,241,017) 54,914,004

Total assets	62,799,764	75,955,064
Current liabilities	18,255,648	22,712,930
Total liabilities	21,802,546	25,562,939
Shareholders equity	40,997,218	50,392,125
(deficit)

Risk Factors:

An investment in the Corporation’s securities is speculative and involves a high degree of risk due to the nature of our business. The risks, uncertainties and other factors, many of which are beyond our control, that could influence actual results include: competitive conditions; consumer tastes; the industry is changing at rapid speeds, and we may be unable to keep pace; potential government policy changes or shifts in public opinion; limited history of operations; the inability to retain and attract employees and key personnel; current legal proceedings could result in adverse findings or orders or settlement outcomes against either GSW or its management; potential increases in labour costs and costs associated with maintaining necessary infrastructure to provide the services and for information security purposes; we have incurred losses since inception and may continue to incur losses in the future; the potential to experience difficulty developing new products and services and remaining competitive; reliance on third-party distributors and resellers; there can be no assurances of profit generation or immediate results; costs associated with ongoing litigation and the results thereof; potential for delays in obtaining, or restructuring conditions imposed by, regulatory approvals; risks of foreign operations generally, foreign exchange restrictions, currency fluctuations, quotas, royalty and tax increases; the potential inability to enforce judgments obtained in a jurisdiction against any person or company incorporated, continued or otherwise organized under the laws of another (foreign) jurisdiction outside of Canada, even if the party has appointed an agent for service of process; ownership of a significant portion of the outstanding Common Shares by directors and officers and the possibility of future sales of the Common Shares by directors, officers and principal shareholders; potential involvement in regulatory or agency proceedings, investigations and audits; compliance with evolving privacy and data security, environmental, health and safety laws; exposure to foreign exchange risks; constraints on marketing of products; and other risk factors outlined in this Prospectus. Readers should carefully consider the information set out under " Risk Factors " and the other information in this Prospectus.

THE CORPORATION & THE GETSWIFT GROUP

Name, Address and Incorporation

The Corporation was incorporated as “GetSwift Technologies Limited” under the Business Corporations Act (British Columbia) on May 19, 2020 pursuant to its certificate of incorporation for the sole purpose of facilitating the Arrangement. One Preferred share in the capital of the Corporation (a “ Preferred Share ”) was issued to Carl Mogridge, an independent director of each of the Corporation and GSW, in connection with the incorporation of the Corporation and will be redeemed and cancelled in connection with the Arrangement.

The registered office of the Corporation is located at 20[th] Floor, 250 Howe Street, Vancouver, British Columbia, Canada, V6C 3R8.

Intercorporate Relationships

The Corporation currently has no subsidiaries. However, upon completion of the Arrangement, the Corporation will have the following subsidiaries:

GetSwift Limited, located in Australia and incorporated under the under the Australian Corporations Act with Australian Company Number 604 611 556 pursuant to a Certificate of the Registration dated March 6, 2015;
Get Swift Logistics Pty Ltd., located in Australia and incorporated under the Australian Corporations Act with Australian Company Number 605 045 654;
Liquorun Pty Ltd. (“ Liquorun ”), located in Australia and incorporated under the Australian Corporations Act with Australian Company Number 164 998 734;
Marketplace Connect Pty Ltd, located in Australia and incorporated under the Australian Corporations Act with Australian Company Number 621 017 730;
Distributed Logistics Pty. Ltd., located in Australia and incorporated under the Australian Corporations Act with Australian Company Number 166 066 379;
GetSwift, Inc. (“ GSI ”), located in the United States and incorporated under the laws of the state of Delaware;
GetSwift, d.o.o., located in Serbia and incorporated under the provisions of the Company Law Articles 139-244 (Official Gazette of the Republic of Serbia, No. 36/2011, 83/2014, 4/2015 and 44/2018);
Logo, d.o.o. (“ Logo ”), located in Serbia and incorporated under the Company Law Articles 139-244 (Official Gazette of the Republic of Serbia, no 36/2011, 99/2011, 83/2014).

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Set out below is a brief description of GSW and each of its significant subsidiaries.

GetSwift Limited

GSW, an Australian technology and services company limited by ordinary shares, is currently listed on the ASX under the symbol ‘GSW’. The GSW Shares are also included into trading in Germany on the Frankfurt Stock Exchange on the Open Market segment “Quotation Board” under the symbol “G5T” and in the United States on the OTC Pink Open Market operated by OTC Markets Group under the symbol “GSWTF”, in each case without the consent of GSW.

Together with its subsidiaries, GSW offers its clients a suite of software products and services focused on business and logistics and automation, data management and analysis, communications, information security, and infrastructure optimization and also includes ecommerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimization, cash management, task management shift management, asset track, real-time alerts, cloud communications, and communications infrastructure products and services including consulting, design, construction, and maintenance. GetSwift’s offerings are used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.

Other than GetSwift, d.o.o., which is wholly-owned by GSI, and Logo, which is majority-owned by GSI, each other subsidiary of GSW is wholly and directly owned by GSW.

Get Swift Logistics Pty Ltd.

Get Swift Logistics Pty Ltd. is a wholly-owned subsidiary of GSW and provides operational support to GSW by employing Australian staff and invoicing certain clients.

GetSwift, Inc.

GSI is a wholly-owned subsidiary of GSW and wholly owns GetSwift, d.o.o.. In addition, GSI owns the Delivery Biz Pro (“ DBP ”) and Scheduling Plus (“ SP ”) platforms and holds a majority interest in Logo. DBP offers a subscription-based cloud service for businesses with scheduled, recurring product orders such as produce, meal-kit, farm-to-table, water and other home and commercial deliveries. DBP’s platform provides delivery providers software tools to fulfill their customers’ recurring delivery needs. SP combines staff scheduling, task management, time and attendance, recordkeeping, and payroll into a single subscriptionbased cloud solution, which allows businesses of all sizes to reduce time spent on employee management and optimize their capital management.

GetSwift, d.o.o.

A wholly-owned subsidiary of GSI, GetSwift, d.o.o. provides internal and external support services to the sales, operational, and technical organizations of each of GSW’s subsidiaries.

Logo, d.o.o.

Logo is an information and technology firm that provides technical services to a range of enterprise and government clients. In February 2020, GSW, by its wholly-owned subsidiary, GetSwift, Inc., acquired a 60% equity interest in Logo pursuant to the Logo Acquisition Agreement.

Logo specializes in network and communication centers, establishing and managing data centers, telecommunications infrastructure, information security, infrastructure safety systems, and building automation systems. We view Logo’s services as being integral to many public and private network, infrastructure and information security operations. Logo’s existing reputation and the enhanced complement of services that it offers clients is expected to complement GSW’s existing offerings.

In connection with the acquisition of GSW’s interest in Logo, Bane Hunter, GSW’s Chief Executive Officer, was appointed Chairman of the Supervisory Board of Logo and Robert Bardunias, GSW’s Chief Operating Officer, was appointed Vice Chairman of the Supervisory Board of Logo.

Our Corporate Structure

We believe the current corporate structure of GSW (and the expected corporate structure of the Corporation following completion of the Arrangement) does not (and will not) affect the ability of management or the directors of GSW (or the Corporation following completion of the Arrangement) to oversee operations. We believe that we have sufficient controls in place to inform and monitor operating decisions made at each level of our corporate hierarchy.

Our History

The following is a summary of certain material developments since the formation of GSW’s predecessor entities.

GSW was originally conceived by founder, President, and Managing Director, Joel Macdonald, and its early technology was initially developed in 2013 to internally manage the distribution and delivery services of Australian alcohol e-commerce business, Liquorun, which is now a wholly-owned subsidiary of GSW. Similar to other urban delivery and distribution businesses, Liquorun found that the management of “last mile deliveries” was costly and inefficient with respect to visibility, dispatch, routing, and tracking-based metrics. As a result, Liquorun developed a secure, stable and scalable delivery management system that improved the management and analysis of its local delivery operations. The implementation of the first internal delivery management software platform at Liquorun provided immediate efficiency gains in operations and the improvement in end customer satisfaction and led to increasing revenues, which resulted in a successful Proof of Concept (POC) trial with a large US grocery delivery service.

As a result of the successful trial, Liquorun and its management pursued new market opportunities that offered greater potential for scalability, higher margins, and lower costs, and led to the conception of a new paradigm for distribution and tracking technology with a broad application across multiple industries and vertical supply-chains. Upon recognition that its dispatch tool could be adopted across any industry vertical involved in the process of delivering items and people from point A to point B, Liquorun’s dispatch technology was redeveloped as a standalone platform, rebranded as “GetSwift”, and commercialized under GSW’s current corporate group.

Restructuring of Liquorun, GetSwift and Completion of the IPO

GSW (formerly named Distributed Logistics Group Pty. Ltd.) became the parent company of the current GSW corporate group in 2015 as part of the restructuring of legacy businesses of Liquorun and GSW (formerly named Distributed Logistics Group Pty. Ltd.), both incorporated in 2013.

On February 17, 2016, GSW entered into a convertible promissory note (the “ Qualcomm Note ”) with Qualcomm Global Trading Pte. Ltd. (“ Qualcomm ”). Pursuant to the Qualcomm Note, Qualcomm provided

a convertible loan to GSW in the amount of US$100,000 at an annual rate of interest of 0.05%. All amounts owing by GSW under the Qualcomm Note were paid in full prior to GSW’s half-year ended December 31, 2016. On July 13, 2016, GSW entered into a convertible note agreement (“ White Swan Convertible Note Agreement ”) with White Swan Nominees Pty. Ltd. (“ White Swan ”). Pursuant to the White Swan Convertible Note Agreement, White Swan provided a loan to GSW in the amount of A$1,500,000 convertible into GSW Shares and evidenced by a convertible note of GSW to White Swan (the “ White Swan Convertible Note ”).

In December 2016, GSW completed its initial public offering (the “ IPO ”) in Australia of 25,000,000 GSW Shares at an issue price of A$0.20 per GSW Share for aggregate gross proceeds of A$5,000,000. In addition, in connection with the IPO, GSW changed its name from Distributed Logistics Group Pty. Ltd. to its current name, “GetSwift Limited”, and the principal amount of the White Swan Convertible Amount was converted into 12,500,000 GSW Shares.

Development of GetSwift Following its IPO

Following its IPO, GSW’s business and operations expanded beyond Australia into North America, Europe, the Middle East, Asia, and South America. A significant portion of the GSW’s business is now located outside Australia, with the majority of new customers acquired following the IPO located across North America, Europe, the Middle East, Africa, and South America. As a result, GSW is currently headquartered in New York, New York and has operations and offices in Europe.

GSW raised A$99,000,000 in two brokered private placements during 2017. On June 23, 2017, GSW raised approximately A$24,000,000 by way of a brokered private placement of 30,090,540 GSW Shares at a price of A$0.80 per GSW Share. Aesir Capital acted as the Lead Manager and Union Square Capital Advisors acted for the US portion of the transaction. On December 11, 2017, GSW raised an additional A$75,000,000 by way of a brokered private placement of 18,986,927 GSW Shares at a price of A$4.00 per GSW Share. Aesir Capital acted as the Sole Lead Manager.

In April 2018, GSW established a mergers & acquisitions program to source, identify, and evaluate acquisition opportunities that have the potential to fill its perceived product gaps and address customers’ needs, which led to the acquisition by GSI of the DBP and SP platforms and its interest in Logo, which is described in further detail in this Prospectus.

Pursuant to the asset purchase agreement (the “ DBP APA ”) dated February 19, 2019, between GSI, the vendors specified therein (the “ DBP Vendors ”), and certain selling shareholders of the DBP Vendors, GSI acquired the DBP and SP platforms from the DBP Vendors for a purchase price of US$5,500,000, subject to adjustments, plus earn-out payment (the “ DBP Earnout ”) obligations. The DBP APA was amended pursuant to a First Amendment to Amendment to Asset Purchase Agreement dated February 1, 2020 (the “ DBP Amending Agreement ” and references to “DBP APA” shall hereinafter be to the DBP APA as amended by the DBP Amending Agreement) to modify and amend the time period relevant to the calculation of the DBP Earnout. Pursuant to the DBP APA, the DBP Earnout Payment will be equal to 25% of the amount (if any) by which the gross revenue received from the DBP and SP platforms during the 12month periods ending March 18, 2020 and March 18, 2021 exceeds US$1,500,000. GSI paid a DBP Earnout to the DBP Vendors in the amount of US$119,386 for the 12-month period ended March 18, 2020. Completion of the Arrangement would constitute a “change of control” under the DBP APA, which entitles the DBP Vendors to elect to have paid as at the date upon which completion of the Arrangement occurs, any portion of the DBP Earnout actually earned to the extent such amount can be calculated at such time. GSI and the DBP Vendors have entered into an agreement providing that the Arrangement will not

constitute a change of control under the DBP APA and the DBP Vendors have waived any entitlements under the DBP APA that are triggered by the completion of the Arrangement.

In September 2018, GSW hired its first Chief Technology Officer, Dennis Noto (previously with IBM Watson) and a team of artificial intelligence and machine learning architects. Mr. Noto brings more than 25 years of experience building and scaling world class technology and software organizations.

GSW opened a global software development center in Denver, Colorado in the United States in October 2018 and announced the acquisition of DBP and SP in February 2019. DBP is a subscription-based cloud service for businesses with scheduled, recurring product orders such as produce, meal-kit, farm-to-table, water and other home and commercial deliveries. DBP’s platform gives delivery providers critical software tools to fulfill their customers’ recurring delivery needs. SP combines staff scheduling, task management, time and attendance, recordkeeping, and payroll into one easy to use subscription-based cloud solution, which allows businesses of all sizes to reduce time spent on employee management and optimize their capital management.

In February 2019, GSW opened a second development center in Europe located in Belgrade, Serbia, to support its growing development needs and to provide geographic diversification to increase global support capabilities for the Europe and the Middle East regions.

In February 2020, GSW announced the acquisition, through its wholly-owned subsidiary, GetSwift, Inc., of a 60% equity interest in Logo, a European information and communications technology firm for €5,500,000, pursuant to the terms of a share purchase agreement dated January 29, 2020 between GSW and certain vendors (the “ Logo Vendors ”) party thereto (the “ Logo Acquisition Agreement ”). The Logo Acquisition Agreement also provides for the payment by GSW to the Logo Vendors of (i) an earnout payment in respect of Logo’s 2020, 2021, and 2022 financial years based on the amount by which Logo’s aggregate revenue exceeds the revenue threshold described in the Logo Earnout Notice and (ii) an amount equal to 10% of the amount (if any) by which Logo’s EBITDA in any of the financial years 2021, 2022, or 2023 exceeds EUR 1,500,000.

Pursuant to an agreement between GSW and the Logo Vendors, (i) GSW has the right (the “ Logo Call Option ”), but not the obligation, to purchase from the Logo Vendors all of their respective remaining equity interests in Logo held by the Logo Vendors at any time between May 1 and July 31 during each of the calendar years 2021, 2022, or 2023 and (ii) the Logo Vendors have the right (the “ Logo Put Option ”), but not the obligation, to sell to GSW all of their respective remaining equity interests in Logo held by the Logo Vendors at any time between May 1 and July 31 during each of the calendar years 2021, 2022, or 2023. The purchase price of the equity interests to be sold pursuant to the Logo Call Option or Logo Put Option, as applicable, shall be an amount calculated based on Logo’s trailing EBITDA and financial indebtedness at the time of any such transaction in accordance with the relevant agreement.

Logo was founded in 1990 and provides services to a range of enterprise and government clients, particularly in Europe. Logo provides services for public and private network, infrastructure and information security operations. The acquisition of Logo broadened GSW’s offering of products and services including data centers, communications infrastructure, and information security among others. The acquisition of Logo also enables GSW to work with larger enterprise clients around the world and accelerate its global expansion.

In March 2020, GSW entered into a put option agreement (the “ LDA Agreement ”) with LDA Capital Limited (“ LDA ”) and LDA Capital, LLC (“ LDA LLC ”) dated March 7, 2020, pursuant to which LDA granted GSW a

put option entitling GSW to issue capital call notices on the terms and conditions set out in the LDA Agreement. Pursuant to the LDA Agreement, GSW can require LDA, at any time during a three-year commitment period, to subscribe for such number of GSW Shares having a total price not to exceed US$45 million ($62.55 million) (the “ LDA Maximum Commitment ”), subject to GSW satisfying certain conditions set out in the LDA Agreement.

The LDA Agreement provides GSW (and, following completion of the Arrangement, is expected to provide the Corporation) with access to committed equity capital in the event GSW (or the Corporation, as the case may be) requires capital for use in its business (including for working capital purposes).

The LDA Agreement does not contain any exclusivity provisions and GSW is not restricted from raising additional or alternative funds by any means and/or with other parties, including, without limitation, entering into any other put options or share or debt financings or similar contractual arrangements with other parties.

Pursuant to the terms of the LDA Agreement, GSW is required to pay LDA a commitment fee equal to 2% of the LDA Maximum Commitment (being US$900,000) without counterclaim, set-off, or deduction (the “ Commitment Fee ”). The Commitment Fee was paid as follows (i) US$600,000 to LDA on May 7, 2020, being the date that was five business days after any trading day when the closing price of the GSW Shares on the ASX is equal to or greater than A$0.75, and (ii) US$300,000 to LDA on September 15, 2020. In addition, on each closing date with respect to a capital call, GSW must pay LDA a financing expense equal to 3% of the applicable Capital Call Amount. GSW also paid the reasonable legal fees and expenses of LDA incurred in relation to the preparation and negotiation of the LDA Agreement.

In addition, under the LDA Agreement, GSW will issue to LDA LLC up to 3,959,550 GSW Options from time to time based on the proportion of the GSW Shares subscribed for by LDA under the terms of the LDA Agreement. The GSW Options issuable under the LDA Agreement will be exercisable at 125% of the applicable purchase price of the GSW Shares specified in the applicable closing statement for a period of 3 years from the applicable closing date. As at the date of this Prospectus, no GSW Options have been issued pursuant to the LDA Agreement.

Pursuant to the LDA Agreement, the maximum number of GSW Shares that GSW may require LDA to subscribe for pursuant to any capital call notice is limited to a maximum of ten times the average daily number of GSW Shares traded on the ASX during the fifteen trading days prior to the issuance of the applicable capital call notice (the “ Capital Call Limit ”). In the event that certain conditions exist, including the volume weighted average price of the GSW Shares being less than the Minimum Acceptable Price (as defined below) for a particular trading day, the number of GSW Shares that LDA is required to subscribe for is reduced by a pre-determined formula set out in the LDA Agreement.

The purchase price of the GSW Shares issuable pursuant to a capital call notice is equal to the greater of: (a) the volume weighted average price of the GSW Shares during the thirty days following the date of the applicable capital call notice (a “ Capital Call Date ”); and (b) the minimum price per GSW Share that GSW nominates in a capital call notice (the “ Minimum Acceptable Price ”). The Minimum Acceptable Price cannot be less than the volume weighted average trading price of a GSW Share on the trading day immediately prior to the applicable Capital Call Date.

The amount received by GSW in connection with the sale of GSW shares pursuant to a capital call notice (the “ Capital Call Amount ”) is equal to the aggregate purchase price of the GSW Shares (the “ Total Purchase Price ”) less all monies due and payable by GSW to LDA or LDA LLC under the LDA Agreement as at the relevant closing date.

LDA’s obligations to purchase GSW Shares pursuant to any capital calls under the LDA Agreement are subject to certain conditions, which include, but are not limited to, GSW remaining listed on the ASX, the Capital Call Limit not being exceeded, the volume-weighted average price of the GSW Shares on the trading day prior to the Capital Call Date being equal to or higher than the Minimum Acceptable Price, (if required by LDA) LDA entering into a share lending agreement with a holder (a “ Share Lender ”) of outstanding GSW Shares, and the Share Lender having lent and delivered to LDA such number of GSW Shares which is no less than the number of GSW Shares specified in the applicable capital call notice.

If required by LDA, on or prior to the Capital Call Date, the Share Lender must lend and deliver to LDA such number of GSW Shares which is no less than the number of GSW Shares specified in the applicable capital call notice. Pursuant to the form of share lending agreements, LDA will redeliver to the Share Lender an equivalent number of GSW Shares on the earlier of: (a) the day that LDA or its nominee is issued GSW Shares under the LDA Agreement; and (b) the date which is the business day immediately preceding the anniversary of the applicable share lending agreement.

GSW is under no obligation to issue any GSW Shares or GSW Options to LDA or any nominee of LDA if, after the issue of the GSW Shares or exercise of the GSW Options, LDA and its associates would have a relevant interest in over 9.9% of the issued and outstanding GSW Shares. LDA has agreed that during the term of the LDA Agreement it will not: (i) either alone or together with its associates, hold a relevant interest in more than 9.9% of the issued and outstanding GSW Shares; or (ii) sell or otherwise dispose of any GSW Shares or interests in GSW Shares that it is not the registered holder of, other than GSW Shares it is entitled or required to subscribe for under a capital call notice or GSW Option or that LDA is entitled to transfer a transfer of in accordance with any share lending agreement entered into with a Share Lender.

If an event of default under the LDA Agreement occurs, at any time thereafter, LDA may terminate the LDA Agreement by giving written notice to GSW. If LDA terminates the LDA Agreement due to an event of default, the Commitment Fee and any other amounts payable by GSW under the LDA Agreement, to the extent unpaid as at the date of termination, shall become immediately payable by GSW. If LDA or LDA LLC defaults in the performance or observation of its undertaking or agreements in the LDA Agreement and such default is unremedied for a period of 30 days, GSW may terminate the LDA Agreement by written notice to LDA and LDA LLC and, in such case, the obligation of GSW to pay the Commitment Fee shall also terminate.

In the context of a redomiciliation of GSW, the terms of the LDA Agreement required the parties thereto to amend and/or novate the LDA Agreement pursuant to its terms (as amended or novated, the “ Amended LDA Agreement ”) to add any successor entity as a party in place of GSW and to update the conditions applicable to drawdowns made under the LDA Agreement to reflect the redomiciliation of GSW to the new jurisdiction and the listing of the GSW Shares (or successor entity shares) on the new market. On November 9, 2020, LDA, LDA LLC, GSW, and the Corporation entered into the Amended LDA Agreement and novated the LDA Agreement pursuant to its terms to add the Corporation as a party in place of GSW and to update and amend the conditions applicable to drawdowns made under the LDA Agreement to reflect the redomiciliation of GSW to Canada and the listing of the Common Shares on NEO. The full text of the Amended LDA Agreement will be available on the Corporation's SEDAR profile.

LDA’s obligations to subscribe for Common Shares under the Amended LDA Agreement are subject to conditions similar to the LDA Agreement, such as the maximum number of Common Shares that the Corporation may require LDA to subscribe for pursuant to any capital call notice and the satisfaction or waiver by LDA of certain conditions in respect of each capital call notice issued pursuant to the Amended LDA Agreement on or before the applicable closing date, which include, but are not limited to, (i) the

Common Shares remaining listed on the NEO, (ii) the volume weighted average price of the Common Shares on the NEO on the trading day before the applicable capital call being equal to or higher than the Minimum Acceptable Price, (iii) LDA entering into a share lending agreement with a Share Lender of outstanding Common Shares, (iv) the Share Lender having lent and delivered to LDA such number of Common Shares which is no less than the number of Common Shares specified in the applicable capital call notice, and (v) the Corporation having obtained all authorizations required to issue a capital call notice and complete the transactions contemplated thereby. In addition, under the Amended LDA Agreement, the Corporation will issue to LDA LLC up to 565,650 options to purchase Common Shares, from time to time, based on the proportion of Common Shares subscribed for by LDA, in accordance with the terms and conditions of the Amended LDA Agreement. The amount of options issuable under the Amended LDA Agreement has been adjusted to reflect the Exchange Ratio. As and from the effective date of the agreement, GSW is released and forever discharged from any obligations and liabilities under the LDA Agreement other than in respect of certain representations regarding its historical financial statements. See “Risk Factors, Additional Financing”.

On March 17, 2020, GSW announced the appointments of former Governor Howard Dean and Lieutenant General (Ret.) Mark Bowman as co-chairs of its advisory board established to proactively assist management with the identification and cultivation of new public and private sector business verticals. Governor Dean is a physician, former US presidential candidate, and Democratic National Committee Chairman who served as Governor of Vermont for six four-year terms. General Bowman served as the Director Command, Control, Communications and Computers and Chief Information for the Joint Chiefs of Staff at the Pentagon in Washington, DC.

On September 4, 2020, GSW announced that it entered into the Arrangement Agreement with the Corporation in relation to its proposal to redomicile from Australia to Canada by way of the Arrangement on the terms of the Arrangement Agreement. Implementation of the Arrangement is subject to a number of conditions set forth in the Arrangement Agreement, including Court approval and a vote in favour of the Arrangement by the Requisite Majorities of GSW Shareholders at the Scheme Meeting, as well as the Common Shares having been approved for listing on NEO subject only to the Arrangement becoming Effective and the satisfaction of customary listing conditions. Pursuant to the Arrangement Agreement, the Corporation executed the Deed Poll on October 1, 2020, under which the Corporation has covenanted in favour of the GSW Shareholders to perform the obligations attributed to the Corporation under the Arrangement and the Deed Poll.

The Arrangement became Effective on January 4, 2021 upon the Court order approving the Arrangement being lodged with ASIC. The Arrangement will be implemented in accordance with the terms of the Arrangement and the Deed Poll. GSW intends to apply to ASX for GSW Shares to be suspended from trading on ASX from close of trading on the Effective Date.

Following completion of the Arrangement, GSW will become a direct wholly-owned subsidiary of the Corporation and the transferring GSW Shareholders (other than any Ineligible Foreign Shareholders) and the Sale Agent will collectively own all of the issued and outstanding Common Shares immediately following completion of the Arrangement. It is then intended that GSW will be delisted from the ASX and converted into a proprietary company limited by shares, which will continue to exist under Australian corporate law following completion of the Arrangement. The NEO has approved the listing of the Common Shares under the symbol “GSW”, including Common Shares issuable pursuant to the Arrangement and Option Shares issuable upon exercise of the GSW Options in accordance with their terms, subject to GetSwift providing NEO confirmation of the implementation of the Arrangement, an executed copy of this Prospectus and the related receipt issued by the Commission in respect of this Prospectus, and the balance of any listing fees.

On September 4, 2020, GSW announced to ASX that the GSW Board had established an off-market unmarketable parcel share buy-back facility (“ Buy-Back Facility ”). Further details of the Buy-Back Facility were announced to ASX on September 11, 2020. An unmarketable parcel is a parcel of GSW Shares with a market value of less than A$500, which is comprised of 946 GSW Shares or less, as at 7.00pm (Sydney, Australia time) on September 3, 2020 (“ Unmarketable Parcel ”) based on a buy-back price of A$0.52815 per GSW Share. The Buy-Back Facility was established to provide Unmarketable Parcel holders with the opportunity to sell those parcels without incurring brokerage or handling costs, unless they elected to retain their shareholding and opt-out from the Buy-Back Facility by the closing date of 5.00pm (Sydney time) on October 21, 2020. GSW offered to buy back Unmarketable Parcels through the Buy-Back Facility for the buy-back price of A$0.52815 per GSW Share. The Buy-Back Facility completed on October 29, 2020, with a total of 275,377 GSW Shares being bought back and cancelled in accordance with the Australian Corporations Act.

OUR BUSINESS

Our Products & Services

The Corporation was incorporated on May 19, 2020 for the sole purpose of facilitating the Arrangement. The Corporation currently has no business operations and has nominal assets, other than its interest in the Arrangement Agreement, pursuant to which it is expected that the Corporation will acquire all of the issued and outstanding GSW Shares and will thereafter continue to operate the business of GSW.

Together with its subsidiaries, GSW offers its clients a suite of products and services focused on business and logistics automation, data management and analysis, communications, information security, and infrastructure optimization and also includes ecommerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimization, cash management, task management shift management, asset track, real-time alerts, cloud communications, and communications infrastructure, among others.

The GetSwift Offering is used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.

As at June 30, 2020, GSW had no debt or off-balance sheet financings and approximately A$33.9 million in cash and cash equivalents, compared with no debt or off-balance sheet financings and A$68.8 million and A$65.3 million, respectively, in cash and cash equivalents as at June 30, 2019 and December 31, 2019. As at September 30, 2020, GSW reported cash and cash equivalents of A$16,186,000. As of the date of this Prospectus, Logo has entered into two line of credit agreements enabling it to borrow funds up to 1,800,000 EUR.

Customers

The GetSwift Offering services primarily two client types: (i) pay-as-you-go; and (ii) enterprise.

Subscription / Pay-as-you-go: Subscription / Pay-as-you-go customers are typically small and mediumsized businesses with whom interaction is largely conducted online. Customer acquisition for small and medium-sized businesses usually occurs through word of mouth and digital advertising. Such customers may also enter into agreements that provide long-term pricing.

Enterprise: Enterprise customers are typically larger national and multinational organizations with multisite requirements and specific, customized needs. The customer acquisition process and sales-cycle for enterprise clients can range from several months to over a year and can require consistent interaction and coordination with all levels of the client’s organization.

Depending on the segment of the GetSwift Offering and subject to the contractual terms that apply to each client, clients may be able to terminate their contractual relationships upon notice or unilaterally limit or cease usage of the GetSwift Offering. Clients are able to utilize the GetSwift Offering at their discretion, which will have a corresponding impact on the fees paid by such clients.

North America represented the largest area of incremental geographic growth of new customers during the fiscal year ended June 30, 2020, representing approximately 54% of total new customers acquired by GSW during that period.

GSW’s products are used around the world with particular concentration in North America. In addition to North American concentration, for its fiscal year ended June 30, 2020, GSW reported customer acquisition by region of approximately 19% for Asia Pacific, 24% for Europe, the Middle East, and Africa, and 3% for South America.

Business Strategy

GSW’s business strategy has been to offer a series of products and services in the areas of logistics, infrastructure, information security, data management and storage, business intelligence, and ecommerce verticals. GSW’s objective is to be able to offer these services and solutions to public and private sector clients regardless of geography. Primary areas of focus for GSW’s growth strategy include continued growth of global market share and the advancement of the GetSwift Offering in a manner that provides for machine learning and data analytics. GSW is also focused on increasing global brand awareness among businesses of all sizes and enterprise customers with business operations that require enhanced optimization.

In 2017 and 2018, when the primary focus was servicing demand in last-mile delivery optimization, GSW assembled a team of last-mile sales, marketing, and support specialists to serve small, medium, and larger enterprise customers. Additionally, GSW built a global program management team that has the ability to deploy onboarding and program launch capabilities for customers over the phone, via internet chat services, or onsite at designated customer locations.

In 2018, GSW dedicated additional internal resources to improve cloud-provisioning and penetration testing on the GetSwift Offering to improve uptime and defend against potential cyberattacks. GSW has also invested in improving the depth and breadth of its product offerings, including an effort in iOS and Android to assure high reliability and increased functionality for users which involved the hiring of native mobile application developers. GSW also addressed emerging General Data Protection Regulations, launched a new cloud instance in Europe, and met customer specific needs for data certification within specific geographic boundaries while meeting requirements for improved system response during 2018.

GSW has also demonstrated experience in pursuing and completing acquisitions and integrating acquired assets into the GetSwift Offering. The acquisition of DBP enables GSW to lower the technology barrier for farmers of all sizes, whether by way of scheduled home deliveries of fresh produce or daily supplies to local-food conscious restaurants. With DBP’s diverse product offering including front-end ordering, route mapping and business intelligence, the incorporation of DBP’s technology to the GetSwift Offering has

provided GSW’s customers with an end-to-end last-mile solution in key markets including, but not limited to, fresh produce, meal kits, dairy, and water distribution. As at June 30, 2020, DBP’s customers were located primarily in the United States and Canada and DBP observed retention of customers greater than 95%, and retention of greater than 82% and 91% as at June 30, 2019 and December 31, 2019, respectively.

DBP has four key components that combine with the core GetSwift Platform: customer facing front-end marketplace, admin-facing backend day to day operations suite of tools, mobile driver software, and the IT related components of hosting, data backups, security, Payment Card Industry Security Standard compliance, and scalability. These components combine business-critical daily functions such as an advanced customer marketplace, intelligent route assignment, customer management, billing, inventory, packing, routing, communication, reporting, procurement, and mobile friendliness.

Similarly, the acquisition of SP combines staff scheduling, task management, time and attendance recordkeeping and payroll into one simple subscription-based cloud solution, allowing GSW’s customers, of all sizes, to reduce time spent on repetitive tasks and focus instead on human capital growth. Integrating SP with the GetSwift Offering enables SP to leverage best-in-class global management, sales, product, and engineering teams to accelerate growth, provide scheduling services to businesses, in particular existing GSW customers, to optimize and increase the efficiency of their hourly workforce operations.

With the acquisition of Logo, GSW is able to offer clients a suite of complementary services in areas including data centers, communications infrastructure, and information security among others. GSW’s combined offerings of operations optimization SaaS, technical, and infrastructure services position it as uniquely able to effectively service enterprise clients (including governments) as well as multinational firms operating across diverse industries and jurisdictions.

Industry Competition

GSW and the GetSwift Offering participate in a number of diverse markets and industries that are highly fragmented globally and vary by horizontal and vertical markets as well as by geographic region. The markets that make up the SaaS industry, the business optimization industry, the information security industry, the communications infrastructure industry and the last-mile delivery industry are rapidly evolving, highly competitive, and by their nature involve exposure to the industries of clients and customers.

While we do not believe that any specific competitor offers the distinct value proposition and integrated capabilities we offer, GSW faces direct competition from other SaaS operators, in-house solutions, and managed service providers. Although most of our competitors are privately held, have smaller operations than GSW, and are not as well capitalized, GSW and the GetSwift Offering also compete against established technology brands, such as Huawei, Deputy, Loginext, Workwave, Telegroup, Postmates, and Doordash.

Intangible Properties

We recognize the importance of GSW’s intangible assets such as brand names, copyrights, licences, trademarks, and trade secrets. See " Our Intellectual Property ".

Environmental Protections

The operation of GSW’s business has no extraordinary or unique environmental protection requirements. As a result, we do not anticipate that any environmental regulations or controls will materially affect GSW’s business.

Foreign Operations

Although the Corporation is incorporated, and has its registered office, in British Columbia, a majority of its business operations will be outside of Canada. GSW is currently (and it is expected that, following completion of the Arrangement, the Corporation will also be) headquartered in New York, New York and maintains operations and offices in Europe. A significant portion of GSW’s business is conducted throughout North America, Europe, the Middle East, and Africa.

Employees, Specialized Skill and Knowledge

As at June 30, 2020, GSW had 44 full-time employees, and through its acquisition of Logo, GSW has over 200 staff on a consolidated basis. No union represents any of our employees in their relationship with GSW. We consider GSW’s relationship with its employees to be good and view our employees as an important competitive advantage.

Most of GSW’s employees require specialized skill or knowledge in connection with the performance of their duties, including, but not limited to, expertise in sales, marketing, engineering, data science, project management, operations, account management, finance, and business development.

Reorganizations

On September 4, 2020, GSW entered into the Arrangement Agreement with the Corporation in relation to its proposal to redomicile from Australia to Canada by way of the Arrangement on the terms of the Arrangement Agreement. Under the Arrangement, it is proposed that all of the GSW Shares will be exchanged for Common Shares on the basis of the Exchange Ratio, with any fractional entitlement of a GSW shareholder to Common Shares resulting from such exchange being rounded down to the nearest whole share. Following completion of the Arrangement, GSW will become a direct wholly-owned subsidiary of the Corporation and the transferring GSW Shareholders (other than Ineligible Foreign Shareholders) and the Sales Agent will own all of the issued and outstanding Common Shares immediately following completion of the Arrangement. It is then intended that the GSW Shares will be delisted from the ASX and converted into an Australian proprietary company limited by shares. Pursuant to the Arrangement Agreement, the Corporation executed the Deed Poll on October 1, 2020, under which the Corporation has covenanted in favour of the GSW Shareholders to perform the obligations attributed to the Corporation under the Arrangement and the Deed Poll.

Under the Australian Corporations Act, the Arrangement must be approved by the Requisite Majorities of GSW Shareholders at the Scheme Meeting and by the Court to become Effective. The Arrangement will be implemented in accordance with the terms of the Arrangement and the Deed Poll.

At the First Court Hearing held on October 8, 2020 and October 9, 2020, GSW obtained an order to convene the Scheme Meeting at which GSW Shareholders were entitled to vote on a resolution to approve the Arrangement.

The Scheme Meeting was held on November 9, 2020, at which the resolution to approve the Arrangement was passed by the Requisite Majorities of GSW Shareholders being: (i) a majority in number of GSW Shareholders that are present and voting at the Scheme Meeting (either in person or by proxy, attorney or corporate representative); and (ii) at least 75% of the votes cast on the resolution (in person or by proxy, attorney or corporate representative) at the Scheme Meeting.

The Second Court Hearing commenced on November 12, 2020 and completed on December 17, 2020. At that time, all conditions to the Arrangement, other than final Court approval and the FIRB approval condition, had been satisfied (see “ Plan of Distribution – Conditions ”). On December 11, 2020, due to the Treasurer of Australia requiring more time to consider whether to make an order under the Australian Foreign Acquisitions and Takeovers Act 1975 (CTH) (the “ FATA ”) in respect of GSW’s application to FIRB, the Treasurer’s delegate issued an interim order under section 68 of the FATA prohibiting the Scheme becoming Effective during the period ending on January 1, 2021. As a result of certain legislative reforms to the FATA passed by the Australian Parliament, which came into force on January 1, 2021, the Treasurer ceased to be empowered to make any order or decision prohibiting or imposing conditions on the Arrangement after January 1, 2021 (provided he had not already done so by that date).

On the final day of the Second Court Hearing held on December 17, 2020 (that is, the Second Court Date), the Court made orders approving the Arrangement under section 411(4)(b) of the Australian Corporations Act, with the Arrangement to become Effective on January 4, 2021. The Court orders were made subject to the Treasurer of Australia having made no order or decision under FATA on or before January 1, 2021, (i) prohibiting the Arrangement (other than by the interim order made under section 68 of the FATA on December 11, 2020) or (ii) issuing a no objections notification subject to conditions under Section 74 of the FATA. Court approval was also granted subject to the following: (A) the Corporation providing an undertaking to the Court, pursuant to which the Corporation has undertaken to (i) not take any steps to wind up GSW, (ii) indemnify GSW in respect of any pecuniary penalties or other monetary liabilities that are ultimately ordered against GSW in any adverse judgment in either the Webb Proceeding or the ASIC proceeding, including any order against GSW pursuant to section 91 of the ASIC Act, and (iii) submit to the jurisdiction of the Federal Court of Australia in respect of the undertaking and (B) GSW providing an undertaking to the Court, pursuant to which GSW has undertaken to the Court, Mr. Raffaele Webb, and ASIC to take all reasonable and practicable steps to enforce GSW’s rights under the Undertaking Deed Poll in the event that the Corporation fails to meet any of its obligations thereunder. The undertakings of the Corporation and GSW have been provided by the Corporation and GSW, as applicable, to address certain objections raised by counsel representing two contingent creditors, ASIC and plaintiffs in the Webb Proceeding, during the course of the Second Court Hearing. The Corporation executed a deed poll dated December 17, 2020 (the “ Undertaking Deed Poll ”) which is annexed to the Court orders approving the Arrangement, under which the Corporation has covenanted to provide GSW with sufficient funds to discharge its liabilities to the extent that GSW is unable to discharge them as and when they fall due, until such time as any adverse judgment in the Webb Proceeding or ASIC proceeding, or any order under section 91 of the ASIC Act in respect of the ASIC Proceeding, has been satisfied or the proceedings are otherwise resolved on a final basis.

As the Treasurer did not make any order or decision to prohibit the Arrangement and did not approve the Arrangement subject to the imposition of conditions on or before January 1, 2020, the Arrangement became Effective on January 4, 2021, upon the Court orders approving the Scheme being lodged with ASIC on that date. Completion of the Arrangement is expected to occur on or about January 13, 2021, at which time all of the GSW Shares will be transferred to the Corporation in exchange for the Common Shares based on the Exchange Ratio. This date is indicative and may change, and is based on Sydney, Australia time. Any changes to this date will be announced by GSW on ASX, as well as under the Corporation’s profile on SEDAR.

OUR RESEARCH AND DEVELOPMENT

History and Development

GSW has invested in research and development with a particular focus on technology, enterprise integrations and product development. Approximately 40% of GSW’s global workforce was focused on research and development as of June 30, 2020, compared with 35% as at December 31, 2019 and 33% as at June 30, 2019. In accordance with industry practice, GSW protects its proprietary rights through a combination of copyrights, trademarks, trade secret laws, and contractual provisions.

GSW generally licenses its software or makes it available as a service to customers pursuant to agreements that impose restrictions on the ability of such customers to use the technology, such as prohibiting reverse engineering, limiting the use of software copies and restricting access and/or use of our source code. GSW typically maintains ownership of modifications and extensions of its software that are made for specific customers, although there may be restrictions on our re-use of such software in some cases.

We also reduce intellectual property and proprietary information risk by requiring our employees and consultants to execute non-disclosure and assignment of intellectual property agreements. These legal documents require employees and consultants to assign to GSW all intellectual property developed in the course of their employment or engagement. GSW also utilizes non-disclosure agreements to facilitate interaction with business partners and prospective business partners and other relationships where disclosure of proprietary information may be required.

GSW’s software includes software components licensed from third parties including open source software and follows industry best practices for using such software. Replacements for third party licensed software is available either on an open source basis or on commercially reasonable terms.

“GetSwift” is a registered trademark of GSW’s wholly-owned subsidiary, Distributed Logistics Pty. Ltd., in Australia.

Our Research and Development Activities

GSW’s research and development activities begin with interpreting its vast data pools obtained from the GetSwift Offering, then working closely with the Global Services team, which monitors competitive functionality in the marketplace and identifies where customers are looking with respect to new markets, products and services. GSW’s internal teams then begin research and development, alongside strategic development of any features that will set GSW’s systems and platforms apart from the rest of the market.

GSW’s current R&D activities include:

Mobile integrations into HealthKit and GoogleFit to allow bluetooth devices to administer temperature readings for staff management and customer confidence.
Enhance Scheduled Routing algorithms to consider vehicle capacity metrics to drive complex logistics operations
Research On-Demand Routing criterion inputs (Implicit pick-up, Boundary Area Routing, Scheduled drivers availability) to influence smart decisions to optimize complex routing decisions.
Research usage of AI NLP technologies to interact with delivery personnel with voice activated assistants to automate delivery tasks.

OUR INTELLECTUAL PROPERTY

GSW’s commercial success depends, and following completion of the Arrangement, the Corporation’s future commercial success will depend, in part, on our ability to: obtain, maintain, defend and enforce GSW’s intellectual property and trademarks; preserve the confidentiality of GSW’s trade secrets; and operate without infringing, misappropriating or violating the valid and enforceable patents and proprietary rights of third parties. GSW’s ability to stop third parties from making, using, or selling our products may depend on the extent to which we have rights under valid and enforceable copyrights, patents, trademarks or trade secrets that cover these activities.

Trade secrets and Know-how

GSW relies on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain its competitive position and protect its products and processes. GSW seeks to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties that have access to them, such as our employees, corporate collaborators, outside scientific collaborators, sponsored researchers, contract manufacturers, consultants, advisors and other parties. GSW also enters into confidentiality agreements with its employees and consultants with respect to inventions and trade secrets. Any failure to protect our inventors, trade secrets, and know-how with respect to any specific product may adversely affect the market potential of that potential product.

Trademarks

GSW also takes the necessary steps to protect its trademarks. GSW has actively submitted trademark applications in applicable jurisdictions as it continued its expansion.

As of the date of this Prospectus, GSW has a total of nine trademark filings covering our company logos; word marks and design marks. After successful registration of trademarks, GSW actively watches new trademark filings by third parties to maintain market exclusivity and to ensure continued value of our registered marks.

The following table shows our trademark applications/registrations:


Trademark	Jurisdiction of Filing	Status	Expiry

GetSwift (phrase and design)	Australia, EU, New Zealand, United Kingdom	Active	AUS: September 21, 2026 EU: October 7, 2026 NZ: September 21, 2026 UK: June 2, 2026
Liquorun (phrase and design)	Australia	Active	August 19, 2023
Delivery Biz Pro (phrase)	U.S.	Active	January 7, 2023
CallCube (phrase and design)	Serbia	Active	October 13, 2028

DIVIDEND POLICY

The Corporation has not declared any cash dividends or distributions for any of our securities in the past and no such dividends or distributions are currently contemplated for the current financial year. As of the date of this Prospectus, there are no restrictions that prevent the Corporation from paying dividends on the Common Shares, subject to compliance with the requirements of the BCBCA.

It is not contemplated that the Corporation will pay dividends in the immediate or foreseeable future. The Corporation currently intends to retain any future earnings and other cash resources to fund the development and growth of our business. However, any determination to pay dividends in the future will be at the discretion of the Board and will depend on many factors, including, among others, our financial condition, current and anticipated cash requirements, contractual restrictions, financing agreement covenants, solvency tests imposed by applicable corporate law and other factors that the Board may deem relevant.

GSW has not declared any cash dividends or distributions for any of its securities in the past and no such dividends or distributions are contemplated prior to completion of the Arrangement. As of the date of this Prospectus, there are no restrictions in GSW’s constating documents that prevent it from declaring or paying dividends on the GSW Shares subject to and in accordance with the Australian Corporations Act, the ASX Listing Rules, and applicable law.

SUMMARY OF SELECTED FINANCIAL INFORMATION

The following tables set forth summary historical financial information of GSW for its fiscal year ended June 30, 2020 and the three month period ended September 30, 2020 which have been derived from the audited and unaudited Financial Statements included in Schedule B to this Prospectus.

Our annual financial statements have been audited by our independent auditor, RSM Alberta LLP. GSW’s audited consolidated financial statements have been audited by its independent auditor, RSM Australia Partners, and its audit report on the audited consolidated financial statements of GSW is included elsewhere in this Prospectus. GSW’s unaudited consolidated interim financial statements for the three months ended September 30, 2020 have been prepared by its independent auditor and its report on the unaudited consolidated financial statements of GSW is included elsewhere in this Prospectus.

The following financial information should be read in conjunction with " Consolidated Capitalization " as well as the Financial Statements and MD&A included in this Prospectus under Schedules A and B.

Historical Financial Information

Revenue Operating expenses Other income (expenses) Net income (loss) Current assets Total assets	Unaudited for the three months ended September 30, 2020 (A$) 10,482,200 6,316,333 334,300 (10,124,910) 42,818,799 62,799,764	Audited for the year ended June 30, 2020 (A$)
		24,962,375 31,165,930 1,626,923 (31,241,017) 54,914,004 75,955,064

Current liabilities 18,255,648 22,712,930

Total liabilities 21,802,546 25,562,939

Shareholders equity (deficit) 40,997,218 50,392,125

MANAGEMENT'S DISCUSSION AND ANALYSIS

The MD&A of GSW as at and for the years June 30, 2020, June 30, 2019, and June 30, 2018 are included in this Prospectus under Schedule B.

Certain information in GSW’s MD&A contains forward-looking statements that are subject to inherent risks and uncertainties. Should one or more of these risks or uncertainties materialize, or any of the underlying assumptions of the respective MD&A prove incorrect, actual results may vary significantly from those set forth in the MD&A and this Prospectus. See " Risk Factors " for further details.

All MD&A should be read in conjunction with the accompanying Financial Statements. See: " Financial Statement Presentation in this Prospectus ".

DESCRIPTION OF OUR SECURITIES

This Prospectus qualifies the distribution of the Qualifying Securities to be issued, or that become issuable, in connection with the Arrangement for resale under applicable Canadian securities laws and trading on NEO. See " Plan of Distribution ".

Authorized Share Capital

The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of Preferred Shares which may be issued in series. As of the date hereof, no Common Shares have been issued and one Preferred Share is issued and outstanding as fully paid and non-assessable. One Preferred Share was issued to Carl Mogridge, an independent non-executive director of each of the Corporation and GSW, in connection with the incorporation of the Corporation, and will be redeemed and cancelled in connection with the Arrangement.

There are no options, warrants or other securities convertible into, or exchangeable or exercisable for Common Shares. However, under the Arrangement Agreement, GSW and the Corporation have agreed to use reasonable endeavours to have each GSW Optionholder (as defined herein) enter into a legally binding deed with GSW to amend the terms of their GSW Options in connection with the Arrangement and as at the date of this Prospectus, GSW has entered into a legally binding deed with each GSW Optionholder under which each GSW Optionholder agrees (to the extent applicable) to waive any rights they may have to accelerated vesting of their GSW Options in connection with the Arrangement (including any change of control of GSW), and to amend the terms of any GSW Options they hold on the Scheme Record Date (as defined herein) such that with effect on the completion of the Arrangement, upon exercise, they shall receive in lieu of GSW Shares such number of Common Shares as determined by the Exchange Ratio. The underlying exercise price of the GSW Options will also be converted to Canadian dollars based on the A$:C$ exchange rate published by the Reserve Bank of Australia on the business day before the implementation date for the Arrangement. These amendments, which will take effect on completion of the Arrangement, remain conditional on the Arrangement becoming Effective. As at the date of this Prospectus, GSW has obtained from ASX a waiver from ASX Listing Rule 6.23.4 to the extent necessary to permit the amendments to the terms of the GSW Options under such agreements without needing to obtain approval of GSW shareholders. See “ Description of Our Securities – Corporation Options ”.

Common Shares

Holders of Common Shares are entitled to receive notice of, attend and vote at, all meetings of the shareholders of the Corporation (except with respect to matters requiring the vote of a specified class or series voting separately as a class or series) and are entitled to one vote for each Common Share held on all matters to be voted on by shareholders at meetings of the shareholders of the Corporation. Holders of Common Shares are entitled to receive such dividends, if, as and when declared by the Board, in their sole discretion. All dividends which the Board may declare shall be declared and paid in equal amounts per Common Share on all Common Shares at the time outstanding. On liquidation, dissolution or winding up of the Corporation, the holders of Common Shares will be entitled to receive the property of the Corporation remaining after payment of all outstanding debts on a pro rata basis, but subject to the rights, privileges, restrictions and conditions of any other class of shares issued by the Corporation. There are no preemptive, redemption or conversion rights attached to the Common Shares. All Qualifying Shares, when issued, will be issued as fully paid and non-assessable Common Shares without liability for further calls or assessment.

Preferred Shares

Holders of Preferred Shares are entitled to receive notice of, attend and vote at, all meetings of the shareholders of the Corporation (except with respect to matters requiring the vote of a specified class or series voting separately as a class or series) and are entitled to one vote for each Preferred Share held on all matters to be voted on by shareholders at meetings of the shareholders of the Corporation. Holders of Preferred Shares are entitled to receive such dividends, if, as and when declared by the Board, in their sole discretion. All dividends which the Board may declare shall be declared and paid in equal amounts per Preferred Share on all Preferred Shares at the time outstanding. With respect to payment of dividends and priority in the distribution of assets in the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, the Preferred shares of each series shall be entitled to preference over the Common shares and any other shares ranking junior to the Preferred shares. There are no pre-emptive or conversion rights attached to the Preferred Shares. The Preferred shares may be redeemed by the Corporation on the payment of the amount of capital paid up thereon together with all then declared and unpaid dividends (herein called the “ Redemption Price ”) for each share to be redeemed. The Corporation may redeem the Preferred Shares at any time on 10 Days notice. Preferred shares that are redeemed will be cancelled by the Corporation. All Preferred Shares, when issued, are and will be issued as fully paid and non-assessable Preferred Shares without liability for further calls or assessment.

Corporation Options

No Corporation Options are issued or outstanding as of the date of this Prospectus.

The directors of the Corporation have adopted a 2020 Incentive Award Plan (the “ Corporation Incentive Plan ”). The purpose of the Corporation Incentive Plan is to promote the success and enhance the value of the Corporation by aligning the individual interests of the Corporation’s directors, employees and consultants to those of the Corporation’s shareholders and by providing such individuals with an incentive for outstanding performance. Employees, directors, and consultants of the Corporation or its subsidiaries may be invited to participate in the Corporation Incentive Plan, which may be administered by the Corporation’s Compensation Committee. The Corporation Incentive Plan also authorizes the Compensation Committee to delegate authority to one or more members of the Board, provided that such

directors cannot grant awards to themselves using the delegated authority. Under the Corporation Incentive Plan, the Corporation is authorized to issue Corporation Options, share appreciation rights, restricted share awards, restricted share units, deferred shares, deferred share units, cash based awards, performance shares, dividend equivalents, bonus shares, and other share-based awards. The aggregate number of Common Shares which may be issued under the Corporation Incentive Plan is 3,600,000 Common Shares (excluding Common Shares issued pursuant to GSW Legacy Plans). No awards under the Corporation Incentive Plan may be granted after the tenth anniversary of the earlier of the date the Corporation Incentive Plan was approved by the Board and the date the Corporation Incentive Plan was approved by the shareholders of the Corporation, unless the Corporation Incentive Plan is terminated at an earlier date by the Board. Subject to applicable law (including the rules of the NEO and the provisions of the BCBCA related to disclosable interests and conflicts of directors), the Board may at any time, and from time to time, amend in whole or in part any or all provisions of the Corporation Incentive Plan, or suspend or terminate it entirely, retroactively, or otherwise. However, the rights of a participant with respect to awards granted prior to an amendment may not be materially and adversely affected without the consent of the participant. No amendment may be made that would increase the aggregate number of Common Shares that may be issued under the Corporation Incentive Plan, decrease the exercise price of any share option or stock appreciation right, or make certain amendments to the Corporation Incentive Plan, without approval of the shareholders of the Corporation.

In 2017, GSW adopted an employee & executive ownership plan (the “ GSW 2017 Plan ”). Prior to expiry of the GSW 2017 Plan, in November 2019, GSW adopted an updated employee & executive ownership plan (the “ GSW 2019 Plan ”). Under the GSW 2017 Plan and the GSW 2019 Plan, GSW is authorized to issue GSW Options, Performance Rights restricted shares, and other quasi-equity incentives to eligible participants, as determined from time to time by the GSW Board. A number of GSW Options have also been issued to GSW directors and other external service providers on separate terms outside of the GSW 2017 Plan and GSW 2019 Plan. As of the date of this Prospectus, 9,717,167 GSW Options are issued and outstanding pursuant to the foregoing security-based compensation arrangements.

In April 2020, GSI adopted a 2020 omnibus equity compensation plan (the “ GSW U.S. Plan ” and, together with the GSW 2017 Plan and the GSW 2019 Plan, the “ GSW Legacy Plans ”). Under the GSW U.S. Plan, GSI is authorized to issue GSW Options, Performance Rights, restricted share awards, performance shares of GSW, deferred stock, restricted stock units, dividend equivalents, and other stock-based awards to eligible participants. The maximum number of GSW Shares issuable under the GSW U.S. Plan is 25,000,000 GSW Shares. As of the date of this Prospectus, no GSW Options have been issued pursuant to the GSW U.S. Plan.

No awards will be issued under the GSW Legacy Plans following completion of the Arrangement. The Corporation Incentive Plan will be the only incentive plan pursuant to which future incentive awards will be made following completion of the Arrangement.

As at the date of this Prospectus, an aggregate of 9,717,167 GSW Options were issued and outstanding under all security-based compensation arrangements of GSW and, upon completion of the Arrangement, such GSW Options will be exercisable to purchase a maximum of 1,388,167 Common Shares in accordance with legally binding deeds entered between GSW and each GSW Optionholder to amend the terms of their GSW Options to (among other things) be exercisable over such number of Common Shares as determined by the Exchange Ratio in each case subject to (i) the Arrangement becoming Effective and (ii) ASX granting all necessary waivers from ASX Listing Rule 6.23 or GSW Shareholders giving any necessary approvals under ASX Listing Rule 6.23, in respect of those amendments. As at the date of this

Prospectus, GSW has obtained from ASX all such necessary waivers under ASX Listing Rule 6.23 in respect of the amendments to the GSW Options.

LDA Options

The Corporation is also authorized to issue up to 565,650 options to purchase Common Shares to LDA LLC from time to time, based on the proportion of Common Shares subscribed for by LDA, in accordance with the terms and conditions of the Amended LDA Agreement. As at the date of this Prospectus, no options to purchase Common Shares have been issued pursuant to the Amended LDA Agreement.

CONSOLIDATED CAPITALIZATION

The following table summarizes GSW’s consolidated capitalization as at the date of this Prospectus and the Corporation’s consolidated capitalization (i) as at September 30, 2020 (the “ Interim Date ”) without giving effect to the completion of the Arrangement and (ii) as at the Interim Date and after giving effect to completion of the Arrangement. The table below should be read in conjunction with the financial statements, including the notes thereto, included elsewhere in this Prospectus. There have been no material changes in the share capitalization or in the indebtedness of the Corporation since the Interim Date or of GSW since June 30, 2020.

Shareholder Equity Share Capital Common Shares (unlimited) Preferred Shares(2) (unlimited) Convertible Securities Options	GSW as at September 30, 2020 215,629,796 - 15,142,167	The Corporation as at the Interim Date before completion of the Arrangement - 1 -	The Corporation as at the Interim Date after completion of the Arrangement(1)
			30,764,917 - 1,388,167(3)

Notes:

(1) In connection with the Arrangement, GSW Shares will be exchanged for Common Shares based on the Exchange Ratio of seven GSW Shares for each Common Share.
(2) One Preferred Share issued to Carl Mogridge, an independent non-executive director of each of the Corporation and GSW, in connection with the incorporation of the Corporation will be redeemed and cancelled in connection with the completion of the Arrangement.
(3) Upon completion of the Arrangement, it is anticipated that no Corporation Options will be issued and outstanding. However, under the Arrangement Agreement, GSW and the Corporation have agreed to use reasonable endeavours to have each GSW Optionholder (as defined herein) enter into a legally binding deed with GSW to amend the terms of their GSW Options in connection with the Arrangement and as at the date of this Prospectus, GSW has entered into a legally binding deed with each GSW Optionholder under which each GSW Optionholder agrees (to the extent applicable) to waive any rights they may have to accelerated vesting of their GSW Options in connection with the Arrangement (including any change of control of GSW), and to amend the terms of any GSW Options they hold on the Scheme Record Date (as defined herein) such that with effect on the completion of the Arrangement, upon exercise, they shall receive in lieu of GSW Shares such number of Common Shares as determined by the Exchange Ratio. The underlying exercise price of the GSW Options will also be converted to Canadian dollars based on the A$:C$ exchange rate published by the Reserve Bank of Australia on the business day before the implementation date for the Arrangement. These amendments, which will take effect on completion of the Arrangement, remain conditional on the Arrangement becoming Effective. GSW has obtained from ASX a waiver from ASX

Listing Rule 6.23.4 to the extent necessary to permit the amendments to the terms of the GSW Options under such agreements without needing to obtain approval of GSW shareholders.

GSW OPTIONS

As at the date of this Prospectus, there were 9,717,167 GSW Options issued and outstanding. The table below sets out, as at the date of this Prospectus, all GSW Options and which category of persons held such GSW Options.

Category Executive officers and former executive officers Directors (other than those who are also executive officers) and former directors Executive officers and former executive officers of subsidiaries Directors (other than those who are also executive officers) and former directors of subsidiaries Other current and former employees Current and former employees of subsidiaries Consultants Any other person	No. of Optionees in Category 2 8 0 0 4 0 0 0	Aggregate Underlying Common Shares 6,500,000 2,879,167 N/A N/A 338,000 N/A N/A N/A	Weighted Average Exercise Price $0.961 $0.565 N/A N/A $0.959 N/A N/A N/A	Expiry Date Range
				August 14, 2021 – December 20, 2029 August 14, 2021 – December 20, 2029 N/A N/A 11 April, 2028 - 28 February 2033 N/A N/A N/A

PRIOR SALES

The Corporation

The following table summarizes the issuance of Common Shares and Preferred Shares, including issuances of all securities convertible or exchangeable into Common Shares and Preferred Shares, between May 19, 2020, being the date the Corporation was incorporated, and the date of this Prospectus.

Date May 19, 2020	Number/Type of Securities 1 Preferred Share	Price per Security ($) $10.00	Aggregate Funds Received ($)
			$10.00

Aggregate Funds Price per Security ($) Received ($)

Date Number/Type of Securities

Notes:

(1) One Preferred Share issued to Carl Mogridge an independent non-executive director of each of the Corporation and GSW, in connection with the incorporation of the Corporation will be redeemed and cancelled in connection with the Arrangement.

GSW

The following table summarizes the issuance of GSW Shares, including issuances of all securities convertible or exchangeable into GSW Shares, during the 12 months prior to the date of this Prospectus.

Date September 11, 2020 September 11, 2020 July 31, 2020 July 31, 2020 June 1, 2020 May 4, 2020 April 8, 2020	Number/Type of Securities 25,000 GSW Shares(1) 274,390 GSW Shares(2) 3,400,000 GSW Shares(3) 20,079,413 GSW Shares(4) 225,000 GSW Shares(5) 1,400,000 GSW Shares(6) 2,000,000 GSW Shares(7)	Price per Security (A$) $0.20 N/A $0.20 N/A $0.20 $0.20 $0.20	Aggregate Funds Received (A$)
			$5,000 N/A $680,000 N/A $45,000 $280,000 $400,000

Notes:

(1) Upon the exercise of 25,000 GSW Options (2) Upon the exercise of 274,390 Performance Rights

(3) Upon the exercise of 3,400,000 GSW Options.
(4) Upon the conversion of 20,079,413 Performance Rights.
(5) Upon the exercise of 225,000 GSW Options.
(6) Upon the exercise of 1,400,000 GSW Options.
(7) Upon the exercise of 2,000,000 GSW Options.

PLAN OF DISTRIBUTION

This Prospectus is being filed in the Qualifying Jurisdictions to qualify the distribution of the Qualifying Securities issuable upon completion of and in connection with the Arrangement for resale under applicable Canadian securities laws and trading on NEO. The Qualifying Securities are not available for purchase pursuant to this Prospectus and no additional funds are to be received by the Corporation from the distribution of Qualifying Securities, other than any proceeds received upon the due exercise of GSW Options.

The proposed terms of the Arrangement are the result of consultations between the GSW Board (the members of which also comprise the Board), its management, and legal, financial, and tax advisors. If the Arrangement is implemented, all of the GSW Shares will be exchanged for Common Shares on the basis of the Exchange Ratio, with any fractional entitlements to Common Shares (if any) being rounded down to the nearest whole share.

Ineligible Foreign Shareholders

Although all GSW Shareholders are able to participate in the Arrangement, Ineligible Foreign Shareholders

will not receive consideration in the form of Common Shares. Instead, each Ineligible Foreign Shareholder will receive a cash sum equivalent to their proportion of the net proceeds of sale by the Sale Agent of the Common Shares that all Ineligible Foreign Shareholders would have otherwise received under the Arrangement.

Pursuant to an agreement dated October 21, 2020, Canaccord Genuity Corp. (“ Canaccord ”) has been appointed by the Corporation as Sale Agent in connection with the Arrangement to sell the Common Shares that are attributable to Ineligible Foreign Shareholders. The Corporation will procure that, as soon as reasonably practicable after the implementation date of the Arrangement, the Sale Agent sells on NEO all of the Common Shares issued to the Sale Agent and account to each Ineligible Shareholder for the proportion of the net proceeds from the sale of all the Common Shares (after deduction of any applicable brokerage, stamp duty, currency conversion and other costs, taxes and charges) to which that Ineligible Shareholder is entitled. None of the Corporation, GSW, or Canaccord gives any assurance as to the price that will be achieved for the sale of the Common Shares, which will be at the risk of the Ineligible Foreign Shareholders.

Corporate Structure after the Arrangement

If the Arrangement is implemented, GSW will become a direct wholly-owned subsidiary of the Corporation and the transferring GSW Shareholders (other than Ineligible Foreign Shareholders) and the Sale Agent will collectively own 100% of the issued and outstanding Common Shares immediately following completion of the Arrangement.

The Arrangement will be completed by way of a scheme of arrangement under Part 5.1 of the Australian Corporations Act. A scheme of arrangement is a statutory procedure that is commonly used in Australia to enable one company to acquire another company. The Arrangement is between GSW and the GSW Shareholders, and requires Court approval and a vote in favour of the Arrangement by the Requisite Majorities of GSW Shareholders at the Scheme Meeting in order to be Effective (subject to the Court order approving the Arrangement being filed with ASIC).

Pursuant to the Arrangement all of the issued and outstanding GSW Shares will be exchanged for Common shares based on the Exchange Ratio, with any fractional entitlement of a GSW Shareholder to a Common Share resulting from such exchange being rounded down to the nearest whole number of Common Shares, and resulting in GSW becoming a wholly-owned subsidiary of the Corporation. In addition, pursuant to the terms of the Arrangement Agreement, the Corporation executed the Deed Poll on October 1, 2020, under which the Corporation has covenanted in favour of the GSW Shareholders to perform the obligations attributed to the Corporation under the Arrangement and the Deed Poll.

GSW intends to apply to ASX for GSW Shares to be suspended from trading on ASX from close of trading on the Effective Date. Following completion of the Arrangement, GSW will apply for termination of official quotation of the GSW Shares on the ASX and for GSW to be removed from the official list of the ASX. The Arrangement will become Effective on January 4, 2021 upon the Court order approving the Arrangement being lodged with ASIC on that date. The Arrangement will be implemented in accordance with the terms of the Arrangement and the Deed Poll.

Under the Arrangement Agreement, GSW and the Corporation have agreed to use reasonable endeavours to have each GSW Optionholder (as defined herein) enter into a legally binding deed with GSW to amend the terms of their GSW Options in connection with the Arrangement and as at the date of this Prospectus, GSW has entered into a legally binding deed with each GSW Optionholder under which each GSW Optionholder agrees (to the extent applicable) to waive any rights they may have to accelerated vesting of

their GSW Options in connection with the Arrangement (including any change of control of GSW), and to amend the terms of any GSW Options they hold on the Scheme Record Date (as defined herein) such that with effect on the completion of the Arrangement, upon exercise, they shall receive in lieu of GSW Shares such number of Common Shares as determined by the Exchange Ratio. The underlying exercise price of the GSW Options will also be converted to Canadian dollars based on the A$:C$ exchange rate published by the Reserve Bank of Australia on the business day before the implementation date for the Arrangement. These amendments, which will take effect on completion of the Arrangement, remain conditional on the Arrangement becoming Effective. GSW has obtained from ASX a waiver from ASX Listing Rule 6.23.4 to the extent necessary to permit the amendments to the terms of the GSW Options under such agreements without needing to obtain approval of GSW shareholders.

Conditions

Implementation of the Arrangement is subject to the satisfaction or waiver (as applicable) of a number of conditions precedent set forth in the Arrangement Agreement. These include, among other things, (a) GSW Shareholders approving the Arrangement at the Scheme Meeting by the Requisite Majorities, (b) the Court approving the Arrangement at the Second Court Hearing, (c) the Treasurer issuing a no objection notification approving the Arrangement or otherwise ceasing to be empowered under the FATA to make any order or decision prohibiting the Arrangement (“ FIRB approval condition ”) (d) all necessary regulatory approvals, waivers, consents or relief being obtained from regulatory authorities, including from ASX and ASIC, (e) no restraining order, injunction or other order made by a court of competent jurisdiction or regulatory authority being effect that would prevent or delay the Arrangement, and (f) obtaining approval of the listing of the Common Shares on the NEO, subject to the Scheme becoming Effective and other conditions that are customarily imposed by the NEO. In addition, pursuant to the Arrangement Agreement, the Corporation executed the Deed Poll on October 1, 2020, under which the Corporation has covenanted in favour of the GSW Shareholders to perform the obligations attributed to the Corporation under the Arrangement and the Deed Poll.

Application for listing

The Corporation has applied to list the Common Shares, including the Qualifying Shares and Option Shares issuable upon exercise of the GSW Options, on the facilities of the NEO. The NEO has approved the listing of the Common Shares under the symbol “GSW”, including Common Shares issuable pursuant to the Arrangement and Option Shares issuable upon exercise of the GSW Options in accordance with their terms, subject to GetSwift providing NEO with confirmation of the implementation of the Arrangement, an executed copy of this Prospectus and the related receipt issued by the Commission in respect of this Prospectus, and the balance of any listing fees. It is intended that following completion of the Arrangement, GSW will be delisted from the ASX and the Common Shares will be listed on the NEO. GSW will then be converted into an Australian proprietary company limited by shares. As at the date of this Prospectus the Corporation intends to make an application to seek the listing of the Common Shares on the OTCQB Venture Market but has not determined whether to pursue any listing on the Frankfurt Stock Exchange. Accordingly, there can be no assurance that any additional listings will be obtained, and even if obtained, that an active and liquid market for the Common Shares will develop or be maintained on any other trading facilities.

Under an agreement dated June 3, 2020 between GSW and Canaccord, Canaccord has been engaged to act as the Corporation’s financial advisor in connection with our application to list the Common Shares on the facilities of the NEO.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

There are no Common Shares issued and outstanding as of the date of this Prospectus. To the best of the Corporation’s knowledge, no Preferred Shares are subject to contractual restriction on transfer as of the date of this Prospectus. Prior to the completion of the Arrangement, no GSW Shares were subject to escrow or any contractual restrictions on transfer.

PRINCIPAL SHAREHOLDERS

The following table sets forth, to the best of our knowledge, as of the date of this Prospectus, the only persons or companies who (i) beneficially own, directly or indirectly, or exercise control or direction over, directly or indirectly, ten percent (10%) or more of the issued and outstanding GSW Shares and (ii) are expected, immediately following the completion of the Arrangement, to beneficially own, directly or indirectly, or exercise control or direction over, directly or indirectly, ten percent (10%) or more of the issued and outstanding Common Shares.


Name of Shareholder and Jurisdiction of Residence	Type of Ownership	Number and Percentage of GSW Shares Held	Number and Percentage of Common Shares Held After the Arrangement
Joel Macdonald Florida, USA	Beneficial and of Record	51,567,357 (23.91%)	7,366,764 (23.91%)
TOTAL		51,567,357 (23.91%)	7,366,764 (23.91%)

Notes:

(1) Mr. Macdonald also holds 1,000,000 GSW Options as of the date of this Prospectus.

(2) One Preferred Share issued to Carl Mogridge, an independent director each of the Corporation and GSW, in connection with the incorporation of the Corporation will be redeemed and cancelled in connection with the completion of the Arrangement.

(3) Bane Hunter, CEO of GSW and the Corporation, is the beneficial holder of 21,531,627 GSW Shares, representing approximately 9.99% of the issued and outstanding GSW Shares.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the name, province and country of residence, position held with GSW and the Corporation, principal occupation during the preceding five (5) years, and the date on which the individuals listed below were first appointed as a director or officer of GSW and the Corporation, as applicable. As of the date of this Prospectus, the board of directors of GSW (the “ GSW Board ”) consists of Bane Hunter, Joel Macdonald, Carl Mogridge, Marc Naidoo, and Stanley Pierre-Louis. As of the date of this Prospectus, the Board consists of each member of the GSW Board. All of the members of the GSW Board were appointed to the Board upon incorporation of the Corporation on May 19, 2020. Following completion of the Arrangement, directors of the Corporation will be elected annually and they are expected to hold office until the Corporation's next annual meeting of shareholders, at which time they may will be eligible for re-election.


Name and Jurisdiction of Residence	Position(s) with the Corporation	First Appointed as Director or Officer and Expiry of Term(1)	Principal Occupations During Previous five Years
Mr. Robert Bardunias Wisconsin, USA	Chief Financial Officer and Chief Operating Officer of the Corporation and Chief Operating Officer of GSW	Corporation: May 19, 2020 GSW: January 1, 2019	• Chief Operating Officer of GSW and the Corporation and Chief Financial Officer of the Corporation • Chief Revenue Officer, IRIS.TV
Ms. Susan Cox New York, USA	Head of Administration and Human Resources of GSW	GSW: January 23, 2017	• Head of Human Resources of GSW
Mr. Bane Hunter New York, USA	Director and Chief Executive Officer of the Corporation and Co-Founder, Chief Executive Officer and Director of GSW	Corporation: May 19, 2020 GSW: May 13, 2015	• Director and Chief Executive Officer of GSW and the Corporation
Mr. Joel Macdonald Florida, USA	Director and President of the Corporation and Co-Founder, President and Managing Director of GSW	Corporation: May 19, 2020 GSW: March 6, 2015	• Managing Director and President of GSW and Director and President of the Corporation
Mr. Carl Mogridge Queensland, Australia	Director of the Corporation and GSW	Corporation: May 19, 2020 GSW: July 29, 2019	• Director of GSW and the Corporation • Director, TPA
Mr. Marc Naidoo Victoria, Australia	Director of the Corporation and GSW	Corporation: May 19, 2020 GSW: April 2, 2019	• Director of GSW and the Corporation • Vice President, IT, Incitec Pivot Limited • General Manager, Technology, Toll Group
Mr. Dennis Noto Colorado, USA	Chief Technology Officer of the Corporation and GSW	Corporation: July 6, 2020 GSW: September 18, 2018	• Chief Technology Officer of the Corporation and GSW • IBM, Executive Consultant (Chief Technology Officer) • Senior Vice President of Enterprise Architecture, Product, and Systems Integration, LPL
Mr. Stanley Pierre-Louis Washington, DC, USA	Director of the Corporation and GSW	Corporation: May 19, 2020 GSW: May 31, 2019	• President and Chief Executive Officer, Entertainment Software Association • Senior VP, General Counsel, Entertainment Software Association


Name and Jurisdiction of Residence	Position(s) with the Corporation	First Appointed as Director or Officer and Expiry of Term(1)	Principal Occupations During Previous five Years
Mr. Julian Rockett New South Wales, Australia	Corporate Secretary of the Corporation and GSW	Corporation: July 6, 2020 GSW: January 31, 2020	• Corporate Secretary of the Corporation and GSW
Mr. John Wilson Georgia, USA	Chief Strategy Officer of the Corporation and GSW	Corporation: July 6, 2020 GSW: January 15, 2018	• Chief Strategy Officer of GSW and the Corporation • Founder and Managing Director, First Ignition LLC • Founding Chairman, Share Rocket, Inc.

As at the date of this Prospectus, the directors and executive officers of GSW, as a group, beneficially own, directly or indirectly, or exercise control or direction over, approximately 73,947,293 GSW Shares, representing approximately 34.29% of the total number of GSW Shares outstanding before giving effect to the exercise of GSW Options held by such directors and executive officers. Upon completion of the Arrangement, it is expected that the directors and executive officers of the Corporation, as a group, will beneficially own, directly or indirectly, or exercise control or direction over, approximately 10,563,899 Common Shares, representing approximately 34.29% of the total number of Common Shares then outstanding. Statements as to the number of GSW Shares and Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, by the directors and executive officers of GSW and the Corporation as a group, are based upon information furnished by the directors and executive officers.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions and Conflicts of Interest

Cease Trade Orders

To the knowledge of the Corporation, no director or executive officer of the Corporation or GSW (nor any personal holding corporation of any of such persons) is, as of the date of this Prospectus, or was within 10 years before the date of this Prospectus, a director, chief executive officer or chief financial officer of any corporation (including the Corporation and GSW), that: (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, in each case that was in effect for a period of more than thirty (30) consecutive days (collectively, an " Order "), that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Bankruptcies

such capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has within the ten (10) years before the date of this Prospectus become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or has been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such director, executive officer or shareholder.

Penalties or Sanctions

To the knowledge of the Corporation, no director or executive officer of the Corporation or GSW (nor any personal holding corporation of any of such persons), or shareholder holding a sufficient number of securities of the Corporation or GSW to affect materially the control of the Corporation or GSW, has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision. GSW and certain of its directors and officers are involved in regulatory proceedings. See " Legal Proceedings and Regulatory Actions ".

Conflicts of Interest

To the knowledge of the Corporation, there are no known existing or potential conflicts of interest between either the Corporation or GSW and their respective directors or officers as a result of their outside business interests except that certain of the Corporation's and GSW’s directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to the Corporation and GSW and their duties as a director or officer of such other companies. In addition, GSW and certain of its directors and officers are involved in regulatory proceedings. See " Legal Proceedings and Regulatory Actions ".

Management

The following is a brief description of each director and member of management of GSW, each of whom is expected to continue in the same capacity with the Corporation upon completion of the Arrangement. Each of the executive officers and directors of GSW and the Corporation upon completion of the Arrangement, has or will enter into a non-competition and non-disclosure agreement with GSW or the Corporation, as applicable.

Mr. Robert Bardunias – Chief Operating Officer (and Chief Financial Officer of the Corporation)

Mr. Bardunias has experience leading global companies through partnerships, new technologies, and specialized marketing. Prior to his time at GSW, Mr. Bardunias led the global branding and growth strategy for the native advertising network MGID Inc. More recently, he was one of the co-founders and Chief Revenue Officer of Iris.TV, a video intelligence platform that helps leading publishers build more engaged audiences. Mr. Bardunias is also responsible for founding several other successful emerging technology ventures.

Ms. Susan Cox – Head of Administration and Human Resources

Ms. Cox was appointed Head of Administration and Human Resources of GSW on January 23, 2017. Ms. Cox contributes over twenty years of experience in a diverse range of industries, which include technology, commercial property investment, insurance, tourism, and automotive. Ms. Cox has led and trained sales, operations, administrative and HR teams at GSW and other organizations during the course of her career.

Mr. Bane Hunter – Executive Director and CEO

Mr. Hunter was appointed Chief Executive Officer of GSW on April 26, 2018 and is a global executive with over twenty years’ experience in media and financial services. Mr. Hunter’s experience includes acting as Chief Executive Officer of The Loop, Chief Product Officer at A&E Television Networks, Senior Executive Director at Conde Nast, Head of Information Services Program delivery at Foxtel in Sydney and Chief Project Officer at MTV/Viacom in New York. Mr. Hunter’s other notable senior leadership roles include Board Member of The Blue Chilli Group and Head of Global Growth & Strategy and advisor to a number of other companies. In addition to a Masters of Business Administration, Mr. Hunter holds PMP, SPL, ITIL and CSM certifications and is fluent in several languages. Mr. Hunter has worked extensively in Australia, the US and Europe, with additional project work in Asia.

Mr. Joel Macdonald – Managing Director and President

Mr. Macdonald was appointed as a director of GSW on March 6, 2015 and as President of GSW on April 26, 2018 and is an entrepreneur and ex-professional Australian Football League athlete with extensive commercial experience in product, growth and marketing. Mr. Macdonald co-founded one of Australia’s first alcohol e-commerce platforms and was also a founder of an on-demand logistics company and hospitality payment platform. Mr. Macdonald’s other entrepreneurial initiatives include experience managing a US real estate investment company. Mr. Macdonald completed a Bachelor of Business degree at Monash University while competing professionally in the Australian Football League for 11 years.

Mr. Carl Mogridge – Independent, Non-Executive Director

Mr. Mogridge was appointed as a director of GSW on July 29, 2019. He has over 15 years senior experience in marketing and advertising across a variety of sectors, including insurance, cosmetics and property development. He is currently Brisbane Director at The Property Agency, Australia's leading creative agency for property. He has previously held national positions with global brands, including Amway and Avon Cosmetics and led many digital and eCommerce transitions across APAC and the US. A frequent contributor for digital and entrepreneurial topics at business conferences and in digital media, Mr. Mogridge brings insights across business development, strategy and customer experience.

Mr. Marc Naidoo – Independent, Non-Executive Director

Mr. Naidoo was appointed as a director of GSW on April 2, 2019. Mr. Naidoo is a senior technology executive with global experience in managing IT systems and infrastructures in large geographically diverse companies. He also has experience in governance across large technology groups in senior management positions in Asia Pacific, Europe and Latin America. Mr. Naidoo's previous technology experience includes senior roles at NBN Australia's broadband Network, BHP Billiton, Foxtel, and General Motors, including acting as CIO of General Motors Acceptance Corporation Australia and New Zealand. Over his career, he has successfully delivered several digital transformations, Big Data initiatives and organizational transformations with a strong focus on the customer and operational stability.

Mr. Dennis Noto – Chief Technology Officer

Mr. Noto brings over 30 years of technology leadership experience to GSW with diverse experience spanning several innovative firms. Most recently, he was the Executive Architect and CTO for IBM’s Watson Cognitive Enterprise Solutions, where he helped Fortune 500 leaders build cognitive AI solutions with natural language processing, machine learning and content analytics to redefine the customer experience.

His teams designed and built critical systems to harness IBM’s Watson Cognitive Enterprise Solutions used by large, multi-billion-dollar clients across many industries. Mr. Noto’s career in technology has also included CIO positions at Trust Company of America and Scottrade, and various technology strategy roles at ADP. In 2012 he was awarded the 25th Annual CIO 100 Award for mobile customer branded hybrid architecture.

Mr. Stanley Pierre-Louis – Independent, Non-Executive Chair

Mr. Pierre-Louis was appointed as a director and Chairman of GSW on May 31, 2019. He has over twentythree years of experience leading, advising and governing private and public companies with a focus on technology and intellectual property issues. Mr. Pierre-Louis currently serves as Chief Executive Officer of the Entertainment Software Association (ESA) based in Washington, D.C. ESA is dedicated to serving the business and public affairs needs of companies that publish computer and video games for the Internet, personal computers, consoles, and handheld devices. Prior to joining ESA, Mr. Pierre-Louis served as Senior Vice President and Associate General Counsel for Intellectual Property (IP) at Viacom Inc., where he was responsible for managing major IP litigation, developing strategies for protecting digital content and leading other IP-related legal initiatives for brands including Nickelodeon, MTV, Paramount Pictures. Mr. Pierre-Louis is a Phi Beta Kappa graduate of Clark University. He earned his J.D. from the University of Chicago Law School.

Mr. Julian Rockett – Corporate Secretary

Mr. Rockett is a Corporate Lawyer and Company Secretary. His legal background includes advising on initial public offerings, mergers and acquisitions, reverse takeovers, and capital raising for ASX listed companies. His corporate secretarial experience in the listed space include supporting entities across fintech, artificial intelligence, medical technology, logistics, equity, resources, mining, building, energy and media.

Mr. John Wilson – Chief Strategy Officer

Mr. Wilson began his work with electric vehicles in a 1993 project with the United States Defense Advanced Research Projects Agency, better known as DARPA. While in Washington he also served as executive director of the Southern Governors’ Association and Washington office director of the Southern Legislative Conference. In 2012, he became a venture partner with Paladin Capital Group, a Washington-based private equity firm funding growing companies across the globe. Mr. Wilson is also a founder, investor, judge and/or mentor with several technology accelerators, including GigTank, Flashpoint @ Georgia Tech, Emory Excellerator, NeuroLaunch, and CyberLaunch. Mr. Wilson co-chairs the annual Technology Association of Georgia’s Top-40 Innovative Company awards program and has served as a board member of the American Lung Association in the Southeast, the Metro Atlanta Chamber’s Technology Board of Advisors and the Clean Air Campaign’s Strategic Planning Committee.

EXECUTIVE COMPENSATION

The following discussion describes the significant elements of our executive compensation program, with particular emphasis on the process for determining compensation payable to the Chief Executive Officer and the Chief Financial Officer and, other than the Chief Executive Officer and the Chief Financial Officer, the next three most highly compensated executive officers, or the next three most highly compensated individuals acting in a similar capacity (collectively, the " Named Executive Officers "). The Named Executive Officers are:

Bane Hunter, Chief Executive Officer and Director;
Robert Bardunias, Chief Financial Officer and Chief Operating Officer;
Susan Cox, Head of Administration and Human Resources;
Joel Macdonald, President and Director; and
Dennis Noto, Chief Technology Officer.

Overview and Compensation Governance

Our compensation practices are designed to retain, motivate and reward our executive officers for their performance and contribution to our long-term success. The GSW Board makes (and following the completion of the Arrangement, the Board will make) decisions regarding executive compensation by seeking to compensate our executive officers by combining short and long-term cash and equity incentives. It also seeks to reward the achievement of corporate and individual performance objectives, and to align executive officers' incentives with shareholder value creation. The Board seeks to tie individual goals to the area of the executive officer's primary responsibility, including the achievement of specific financial or business development goals. The Board also sets performance goals that reach across all our business areas and include achievements in finance/business development and corporate development. In assessing the compensation of its executive officers, we do not have in place formal objectives, criteria or analysis; instead, we rely mainly on discussions between members of the Board and the review of appropriate comparison data. The Board considers each executive's performance and other relevant factors, including the scope of each executive's position and responsibilities, the achievement of corporate goals, the current business environment and anticipated changes, and executive retention and recruitment considerations.

Compensation Consultants

Since January 2019, GSW has engaged two compensation consultants, D.G. McDermott Associates, LLC and Mercer LLC, to advise it with respect to the compensation of directors and executive officers. The compensation consultants’ mandate involves identifying competitive compensation levels for executive positions appropriate for a company of GSW’s size and industry. In conducting their respective reviews, the compensation consultants consider factors relevant to the compensation of GSW executives including, without limitation, roles and responsibilities of applicable officers, external market data, and external events. D.G. McDermott Associates, LLC advised in its report to the Board that, “given [GSW’s] current size (revenue, number of employees, global reach), it is extremely difficult, if not impossible, to develop an appropriate public company peer group with which to compare [GSW’s] compensation practices.” Nevertheless, both compensation consultants considered data reported in executive compensation surveys with a focus on revenue, industry, geography, and number of employees. The Board intends to ask the Compensation Committee to engage a compensation consultant for the Corporation upon completion of the Arrangement.

The following table summarizes the fees paid by GSW to each compensation consultant for executive compensation-related services and all other services since January 2019.

Compensation Consultant	Executive Compensation-Related Fees (A$)	All Other Fees (A$)
D.G. McDermott Associates, LLC	$4,044	-
Mercer LLC	$45,555	-

Compensation Components

Base Salary

Base salaries for our executive officers are to be established based on the scope of their responsibilities and their prior relevant experience, taking into account competitive market compensation paid by other companies in GSW’s industry for similar positions and the overall market demand for such executives at the time of hire. An executive officer's base salary will also be determined by reviewing the executive officer's other compensation to ensure that the executive officer's total compensation is in line with our overall compensation philosophy.

Base salaries are to be reviewed annually and increased for merit reasons, based on the executive officers' success in meeting or exceeding individual objectives, and taking into account prevailing market conditions. Additionally, we will adjust base salaries as warranted throughout the year for promotions or significant changes in the scope or breadth of an executive officer's role or responsibilities.

Annual Bonus

Our compensation program includes eligibility for an annual incentive cash bonus. Annual incentive cash bonuses are discretionary and are not awarded pursuant to a formal plan. The Board will assess the level of the executive officer's achievement of meeting individual goals, as well as that executive officer's contribution towards corporation-wide goals. The amount of the cash bonus is expected to depend on the level of achievement of the individual performance goals, with a target bonus generally to be set as a percentage of base salary and based on individual, department, and company-wide performance measures.

Long Term Equity Incentives

We believe that equity-based awards will allow us to reward our executive officers for their sustained contributions. We also believe that equity awards reward continued employment by an executive officer, with an associated benefit to us of employee continuity and retention. The Board believes that equity-based incentive awards, such as stock options and performance rights, provide management with a strong link to long-term corporate performance and the creation of shareholder value. The Corporation’s long term incentive plan will allow the opportunity to grant stock options to purchase Common Shares and grant share awards.

Risks Associated with the Compensation Policies and Practices

Given our size and limited elements of executive compensation, the Board does not currently deem it necessary to consider the implications of the risks associated with our compensation policies and practices. The Board believes the current structure of our executive compensation arrangements is focused on longterm value and is designed to correlate to the long-term performance of the Corporation.

Summary Compensation Table

The following table summarizes, for the periods indicated, the compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by GSW to each of our Named Executive Officers. No compensation has been paid to Named Executive Officers in their roles with the Corporation since May 19, 2020, being the date the Corporation was incorporated for the purposes of completing the Arrangement. All amounts in the following table and the notes thereto are in Australian dollars unless otherwise indicated:


Name and principal position	Year	Salary	Share- based	Option- based	Non-Equity Incentive Plan Compensation ($)		Pension value	All other compensation	Total compensation
		($)	awards ($)	awards ($)	Annual Incentive Plans(1)	Long- Term Incentive Plans	($)	($)	($)
Bane Hunter, Chief Executive Officer and Director of GSW and the Corporation	2020	621,140	372,077	319,644	450,631	-	17,261	-	1,791,328
	2019	563,039	212,295	718,177	391,270	-	44,579	-	1,943,495
	2018	264,095	1,059,480	1,738,605	365,000	-	-	-	3,427,180
Robert Bardunias, Chief Operating Officer of GSW and the Corporation and Chief Financial Officer of Corporation(2)	2020	279,902	-	-	256,102	-	5,923	-	541,927
	2019	314,779	-	-	9,886	-	3,595	-	328,260
	2018	-	-	-	-	-	-	-	-
Susan Cox, Head of Administration and Human Resources of GSW and the Corporation	2020	264,317	-	11,646	138,676	-	4,826	-	419,465
	2019	206,199	-	31,193	67,375	-	11,454	-	316,221
	2018	130,895	-	36,727	20,000	-	10,172	-	199,250
Joel Macdonald, President and Managing Director of GSW and President and Director of the Corporation	2020	611,823	372,077	142,399	452,116	-	25,378	-	1,616,019
	2019	545,328	212,295	143,635	391,270	-	37,412	-	1,112,819
	2018	286,460	1,059,480	347,721	410,000	-	-	-	2,103,661
Dennis Noto, Chief Technology Officer of GSW and the Corporation	2020	472,975	-	-	121,043	-	8,109	-	602,127
	2019	335,263	-	-	202,125	-	5,133	-	547,436
	2018	-	-	-	-	-	-	-	-

Ronald Giaquinto, former Chief Financial Officer of GSW and the Corporation(3)
Ronald Giaquinto, former Chief Financial Officer of GSW and the Corporation(3)	2020	-	-	-	-	607,401	607,401
	2019	-	-	-	-	174,000	174,000(3)
	2018	-	-	-	-	-	-

Notes:

(1) Represents annual bonus payments. See summary of annual bonuses payable to Mr. Hunter and Mr. Macdonald at "Executive Compensation – Employment Agreements, Termination and Change of Control Benefits".
(2) Mr. Bardunias was appointed Chief Financial Officer of the Corporation and GSW on September 14, 2020 and serves in the capacity as Chief Operating Officer of the Corporation and GSW.
(3) Paid to TechCXO, LLC pursuant to the terms of the consulting services agreement between GSW and TechCXO, LLC. Mr. Giaquinto is a partner with TechCXO, LLC. Mr. Giaquinto initially provided consulting services beginning in May 2018 to GSW and was appointed Consulting Chief Financial Officer of GSW in June 2019. Mr. Giaquinto resigned as Consulting Chief Financial Officer of GSW and Chief Financial Officer of the Corporation effective September 14, 2020. Mr. Giaquinto continues to provide services to GSW and the Corporation as a partner of the firm TechCXO, LLC, pursuant to the terms of a consulting services agreement between GSW and TechCXO, LLC.

Incentive Plan Awards – Outstanding Option-Based Awards and Share-Based Awards

The following table shows all outstanding option-based and share-based awards held by each Named Executive Officer as at June 30, 2020. All amounts in the following table and the notes thereto are in Australian dollars unless otherwise indicated:



		Option-based Awards				Share-based Awards


Name and Position	Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercise d in-the- money options	Number of shares or units of shares that have not vested	Market or payout value of share- based awards that have not vested	Number of shares or units of shares that have vested	Market value of vested share- based awards not paid or distributed
Bane Hunter, Chief Executive Officer and Director of GSW and the Corporation	5,500,000	$0.4965 - $1.20	August 14, 2021 – December 12, 2029	-	-	-	14,817,072	10,371,949 (3)
Robert Bardunias, Chief Operating Officer of GSW and the Corporation and Chief Financial Officer of the Corporation(1)	-	-	-	-	-	-	-	-
Susan Cox, Head of Administration and Human Resources of GSW and the Corporation	250,000	$0.80 - $1.00	February 28, 2033	-	-	-	-	-
Joel Macdonald, President and Managing Director of	1,000,000	$0.80 - $1.00	August 14, 2021	-	-	-	14,817,072	10,371,949 (3)

	Option-based Awards	Option-based Awards	Option-based Awards	Option-based Awards	Share-based Awards	Share-based Awards	Share-based Awards	Share-based Awards

Name and Position	Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercise d in-the- money options	Number of shares or units of shares that have not vested	Market or payout value of share- based awards that have not vested	Number of shares or units of shares that have vested	Market value of vested share- based awards not paid or distributed
GSW and President and Director of the Corporation
Dennis Noto, Chief Technology Officer of GSW and the Corporation	-	-	-	-	-	-	-	-
Ronald Giaquinto, former Chief Financial Officer of GSW and the Corporation(2)	-	-	-	-	-	-	-	-

Notes:

(1) Mr. Bardunias was appointed Chief Financial Officer of the Corporation and GSW on September 14, 2020 and serves in the capacity as Chief Operating Officer of the Corporation and GSW.
(2) Mr. Giaquinto is a partner with TechCXO, LLC. Mr. Giaquinto initially provided consulting services beginning in May 2018 to GSW and was appointed Consulting Chief Financial Officer of GSW in June 2019. Mr. Giaquinto resigned as Consulting Chief Financial Officer of GSW and Chief Financial Officer of the Corporation effective September 14, 2020. Mr. Giaquinto continues to provide services to GSW and the Corporation as a partner of the firm TechCXO, LLC, pursuant to the terms of a consulting services agreement between GSW and TechCXO, LLC.
(3) Calculated on the basis of A$0.70 per GSW Share.

Incentive Plans – Value Vested or Earned During the Year

The following table provides information regarding the value on pay-out or vesting of incentive plan awards for the Named Executive Officer for the financial year ended June 30, 2020. All amounts in the following table and the notes thereto are in Australian dollars unless otherwise indicated:


Name and Position	Option-based awards – Value vested during the year(1)	Share-based awards – Value vested during the year	Non-equity incentive plan compensation – Value earned during the year
Bane Hunter, Chief Executive Officer and Director of GSW and the Corporation	319,644	372,077	-
Robert Bardunias, Chief Operating Officer of GSW and the Corporation and Chief Financial Officer of the Corporation(2)	-	-	-
Susan Cox, Head of Administration and Human Resources of GSW and the Corporation	41,667	-	-

Name and Position	Option-based awards – Value vested during the year(1)	Share-based awards – Value vested during the year	Non-equity incentive plan compensation – Value earned during the year
Joel Macdonald, President and Managing Director of GSW and President and Director of the Corporation	142,399	372,077	-
Dennis Noto, Chief Technology Officer of GSW and the Corporation	-	-	-
Ronald Giaquinto, former Chief Financial Officer of GSW and the Corporation(3)	-	-	-

Notes:

(1) Represents the aggregate dollar value that would have been realized if the options had been exercised on the vesting date. Computed as the dollar value that would have been realized by determining the difference between the market price of the underlying securities at vesting and the exercise of the options on the vesting date.
(2) Mr. Bardunias was appointed Chief Financial Officer of the Corporation and GSW on September 14, 2020 and serves in the capacity as Chief Operating Officer of the Corporation and GSW.
(3) Mr. Giaquinto is a partner with TechCXO, LLC. Mr. Giaquinto initially provided consulting services beginning in May 2018 to GSW and was appointed Consulting Chief Financial Officer of GSW in June 2019. Mr. Giaquinto resigned as Consulting Chief Financial Officer of GSW and Chief Financial Officer of the Corporation effective September 14, 2020. Mr. Giaquinto continues to provide services to GSW and the Corporation as a partner of the firm TechCXO, LLC, pursuant to the terms of a consulting services agreement between GSW and TechCXO, LLC.

Equity Compensation Plans

The directors of the Corporation adopted the Corporation Incentive Plan to promote the success and enhance the value of the Corporation by linking the individual interests of the members of the Board, employees, and consultants to those of the Corporation and its shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Corporation’s shareholders. The Corporation Incentive Plan may be administered by the Compensation Committee and is further intended to provide flexibility to the Corporation in its ability to motivate, attract, and retain the services of directors, employees, and consultants upon whose judgment, interest, and special effort the successful conduct of the Corporation’s operation is largely dependent. The aggregate number of Common Shares which may be issued under the Corporation Incentive Plan is 3,600,000 Common Shares (excluding any Common Shares issued pursuant to GSW Legacy Plans). Any person determined by the administrator of the Corporation Incentive Plan to be an employee, consultant, or non-employee director of the Corporation is entitled to participate in the Corporation Incentive Plan. No awards under the Corporation Incentive Plan may be granted after the tenth anniversary of the earlier of the date the Corporation Incentive Plan was approved by the Board and the date the Corporation Incentive Plan was approved by the shareholders of the Corporation, unless the Corporation Incentive Plan is terminated at an earlier date by the Board. Subject to applicable law (including the rules of the NEO), the Board (other than conflicted directors) may at any time, and from time to time, amend in whole or in part any or all provisions of the Corporation Incentive Plan, or suspend or terminate it entirely, retroactively, or otherwise. However, the rights of a participant with respect to awards granted prior to an amendment may not be materially and adversely affected without the consent of the participant. No amendment may be made that would increase the aggregate number of Common Shares that may be issued under the Corporation Incentive Plan, decrease the exercise price of any share option or stock appreciation right, or make certain amendments to the Corporation Incentive Plan, without approval of the shareholders of the Corporation.

The Corporation Incentive Plan also authorizes the Compensation Committee to delegate authority to one or more members of the Board, provided that such directors cannot grant awards to themselves using the delegated authority. Under the Corporation Incentive Plan, the Corporation is authorized to issue Corporation Options, share appreciation rights, restricted share awards, restricted share units, deferred shares, deferred share units, and cash based awards.

Corporation Options

Options to acquire Common Shares may be granted under the Corporation Incentive Plan. The maximum term of options granted under the Corporation Incentive Plan is 10 years, subject to certain restrictions for “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code). The exercise price of each Corporation Option must be at least equal to the fair market value of a Common Share on the date of grant. For the purposes of the Corporation Incentive Plan, the fair market value is the closing price of the Common Shares on the NEO on the previous trading date prior to the date of grant, or such other reasonable pre-determined formula, based on a weighted average trading price or average daily high and low board lot trading prices for a short period of time prior for the Common Shares to the date of grant as determined by the Compensation Committee. Upon a participant’s termination of service, unless otherwise determined by the Compensation Committee, any unvested share options shall automatically expire.

Share Appreciation Rights

Share appreciation rights may be granted under the Corporation Incentive Plan. Share appreciation rights provide for a payment, or payments, in cash or shares, based upon the difference between the fair market value of Common Shares on the date of exercise and the stated exercise price of the share appreciation right. Upon a participant’s termination of service, unless otherwise determined by the Compensation Committee, any unvested share appreciation rights shall automatically expire.

Restricted Share Awards

Awards of restricted Common Shares may be granted under the Corporation Incentive Plan. The Compensation Committee may determine the number of shares to be awarded, the price (if any) to be paid by the participant, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the award of restricted Common Shares. Unless otherwise provided for by the Compensation Committee, holders of restricted Common Shares shall have all of the rights of a holder of Common Shares, including the right to vote such shares and the right to receive, upon vesting of the restricted Common Shares, dividends or other distributions paid with respect to the restricted Common Shares. Upon a participant’s termination of service, unless otherwise determined by the Compensation Committee, any restricted Common Shares that were not paid for by the participant shall be surrendered and cancelled and any restricted Common Shares that were paid for by the participant may be repurchased by the Corporation at a cash price per share equal to the lesser of the fair market value at the date of repurchase and the price paid by the participant.

Restricted Share Units

Restricted share units may be granted under the Corporation Incentive Plan. A restricted share unit is an award of a right to receive Common Shares (or the cash equivalent thereof) in such amounts and subject to such terms and conditions as determined by the Compensation Committee. Upon a participant’s termination of service, any restricted share units will vest or be forfeited in accordance with the terms and conditions established by the Compensation Committee.

Deferred Shares

Deferred shares may be granted under the Corporation Incentive Plan. The number of deferred shares shall be determined by the Compensation Committee and may be based on performance criteria or other specific criteria, in each case on a specified date or dates or over any period or periods determined by the Compensation Committee. Unless otherwise provided by the Compensation Committee, a holder of deferred shares shall have no rights as a shareholder with respect to such deferred shares until such time as the award has vested and any other applicable conditions and/or criteria have been satisfied.

Deferred Share Units

Deferred share units may be granted under the Corporation Incentive Plan. The number of shares of deferred share units shall be determined by the Compensation Committee and may be based on performance criteria or other specific criteria, in each case on a specified date or dates or over any period or periods determined by the Compensation Committee. Each deferred share unit shall entitle the Holder thereof to receive one Common Share on the date the deferred share unit becomes vested or upon a specified settlement date thereafter. Unless otherwise provided by the Compensation Committee, a Holder of deferred share units shall have no rights as a shareholder with respect to such deferred share units until such time as the award has vested and any other applicable conditions and/or criteria have been satisfied.

Other Cash-Based Awards

The Compensation Committee may grant cash-based awards in amounts, and on such terms and conditions, and subject to vesting conditions determined by the Compensation Committee. Upon a participant’s termination of service, any other cash-based awards will vest or be forfeited in accordance with the terms and conditions established by the Compensation Committee.

Performance Shares

The Compensation Committee may grant share awards subject to performance vesting conditions under the Corporation Incentive Plan. Performance awards may provide for the payment of shares or cash upon attainment of specific performance goals, as determined by the Compensation Committee. The Compensation Committee may, at the time of grant, determine that amounts equal to dividends declared during the performance measurement period with respect to the number of shares covered by an award will be accumulated and paid upon, and subject to, vesting. Upon a participant’s termination of services, any performance shares will vest or be forfeited in accordance with the terms and conditions established by the Compensation Committee.

Dividend Equivalents

The Compensation Committee may grant, either alone or in tandem with other awards, dividend equivalents under the Corporation Incentive Plan. A dividend equivalent is a right to receive the equivalent value (in cash or Common Shares) of dividends paid on Common Shares. Each dividend equivalent shall be subject to such restrictions and limitations as may be determined by the Compensation Committee. Notwithstanding the foregoing, no dividend equivalents shall be payable with respect to share options or share appreciation rights.

Bonus Shares

The Compensation Committee may grant bonus shares, in such amount and upon such terms and at any time and from time to time as shall be determined by the Compensation Committee.

Other Share-Based Awards

The Compensation Committee may grant share awards payable in, valued in whole or in part by reference to, or other wise based on or related to Common Shares, including awards subject to vesting conditions determined by the Compensation Committee and Common Shares awarded which are not subject to any restrictions or conditions, convertible or exchangeable debt securities or other rights convertible or exchangeable into Common Shares. Upon a participant’s termination of services, any other share-based awards will vest or be forfeited in accordance with the terms and conditions established by the Compensation Committee.

Adjustments

The existence of, and the awards under, the Corporation Incentive Plan shall not affect or restrict any way the right of the Board, the Compensation Committee, or the Corporation to make or authorise any adjustment, recapitalisation, reorganisation, or other change in the Corporation’s capital structure, any merger or consolidation of the Corporation, or any other corporate act or proceeding. If the Corporation effects any merger, consolidation, statutory exchange, spin-off, reorganisation, or other corporate transaction or event in which the Corporation’s outstanding Common Shares are converted into the right to receive securities or other property, outstanding awards may be adjusted as to the number or kind of securities covered by such award, in a manner deemed appropriate by the Compensation Committee to (i) prevent dilution or enlargement of the rights granted to, or available for, participants under the Corporation Incentive Plan, (ii) facilitate such transactions or events, or (iii) give effect to such changes in applicable law or applicable accounting standards. Unless the awards are assumed or replaced by the surviving entity, a change in control (as defined in the Corporation Incentive Plan) will result in all unvested awards becoming fully vested.

As of the date of this Prospectus, 9,717,167 GSW Options are issued and outstanding under the GSW Legacy Plans and other security-based compensation arrangements of GSW. It is intended that no awards will be issued under the GSW Legacy Plans following completion of the Arrangement. The Corporation Incentive Plan is the only incentive plan pursuant to which future incentive awards will be made following completion of the Arrangement.

Employment Agreements, Termination and Change of Control Benefits

GSW has entered into executive employment agreements with each of the Named Executive Officers. Compensation in the fiscal year 2019, pursuant to these executive employment agreements, for the Named Executive Officers is set out above under " Executive Compensation – Summary Compensation Table ". The general terms of the employment agreements with the Named Executive Officers are set out below. It is intended that these agreements will be amended as required in connection with the Arrangement to provide continuity of service to the Corporation.

Pursuant to the terms and subject to the conditions set forth in the employment agreement entered into between GSI and Susan Cox on January 23, 2017, as amended (the “ Cox Agreement ”), Ms. Cox will receive a salary of US$240,000 per annum. The Cox Agreement provides for employment for a period of one (1) year and thereafter from year to year, subject to early termination provisions in the Cox Agreement.

In the event of a change of control, Ms. Cox is entitled to receive twelve (12) months of severance pay, which includes but is not limited to salary, bonuses and allowances. The Arrangement will constitute a change of control under the Cox Agreement. GSW and Ms. Cox have entered into an agreement that the Arrangement will not constitute a change of control under the Cox Agreement and any other incentive plans in which Ms. Cox participates in and Ms. Cox has waived any entitlements under those agreements that are triggered by the completion of the Arrangement.

If Ms. Cox should fall ill or suffer incapacity, injury or an accident beyond her control that prevents her from discharging her duties under the Cox Agreement for a total of thirty (30) days or more in any twelve (12) consecutive calendar months, GSI may by notice in writing either discontinue in whole or part of the remuneration on and from such date specified in the notice until the incapacity ceases, or terminate the Cox Agreement immediately or on such date specified in the notice.

The Cox Agreement includes customary non-disclosure and confidentiality requirements, as well as a noncompete and non-solicitation provisions that remain in effect for two (2) years after the date when Mrs. Cox ceases to be an employee of GSI.

Pursuant to the terms and subject to the conditions set forth in the employment agreement entered into between GSW and Joel Macdonald on November 1, 2016, as amended (the “ Macdonald Agreement ”), Mr. Macdonald shall receive: (i) a base salary of US$408,500 per annum plus yearly increases in base salary as determined by the GSW Board, with the rate of 4.5% per annum being used as a benchmark; and (ii) a total of 14,817,073 performance rights, which have been released to Mr. Macdonald. In addition, Mr. Macdonald is entitled to a bonus of an amount that is equal to at least 5% of the gross sales of GSW, which is payable only when he is removed as a member of the GSW Board. As of January 1, 2020, Mr. McDonald’s annual bonus target is 100% of his base salary. The Macdonald Agreement provides for employment for a period of four (4) years and is automatically renewable for a two (2) year period.

In the event of a change of control, Mr. Macdonald’s performance based awards that have not yet vested shall vest immediately and any restriction period applicable to a performance based award shall lapse. In the event Mr. Macdonald is terminated within two years following a change of control, all awards of shares to Mr. Macdonald shall vest and any applicable restriction periods shall lapse. For the purposes of the Macdonald Agreement, a change of control is defined as (i) the acquisition by any individual, entity or group of beneficial ownership of 20% or more of the GSW Shares; (ii) certain changes to the composition of the GSW Board (iii) a sale, merger, reorganization or consolidation or sale or other disposition of at least 50% of the assets of GSW; or (iv) the liquidation or dissolution of GSW. Such payments to Mr. Macdonald upon his termination in connection with a change of control would total approximately US$1,634,000 calculated as at the date of this Prospectus. The Arrangement will constitute a change of control under the Macdonald Agreement. GSW and Mr. Macdonald have entered into an agreement that the Arrangement will not constitute a change of control under the Macdonald Agreement and any other incentive plans in which Mr. Macdonald participates in and Mr. Macdonald has waived any entitlements under those agreements that are triggered by the completion of the Arrangement.

If Mr. Macdonald should fall ill or suffer incapacity, injury or an accident beyond his control that prevents him from discharging his duties under the Macdonald Agreement for a total of 100 consecutive days or 12 calendar months, GSW may discontinue employment but will be required to continue to remunerate Mr. Macdonald pursuant to the Macdonald Agreement until the completion of the term such agreement. Should Mr. Macdonald pass away, all amounts that would have been payable to Mr. Macdonald under the Macdonald Agreement had he continued to live will be payable to Mr. Macdonald’s legatee or other designee.

Should Mr. Macdonald be terminated without cause by GSW, Mr. Macdonald is entitled to receive a severance pay equal to two times his annual base salary that is in effect immediately prior to the termination. In addition, Mr. Macdonald will continue to receive the minimum amount of the bonus payment from GSW for the duration of the term of the Macdonald Agreement.

The Macdonald Agreement includes customary non-disclosure and confidentiality requirements, as well as a non-compete provision that remains in effect for the duration of the Macdonald Agreement.

Mr. Hunter entered into an employment agreement with the GSW on November 1, 2016 (the “ Hunter Agreement ”). The terms and conditions of the Hunter Agreement are identical to those of the Macdonald Agreement except that Mr. Hunter’s base salary is $419,250 per annum. Payments owing to Mr. Hunter under the Hunter Agreement upon his termination in connection with a change of control would total approximately US$1,677,000 calculated as at the date of this Prospectus. The Arrangement will constitute a change of control under the Hunter Agreement. GSW and Mr. Hunter have entered into an agreement that the Arrangement will not constitute a change of control under the Hunter Agreement and any other incentive plans in which Mr. Hunter participates in and Mr. Hunter has waived any entitlements under those agreements that are triggered by the completion of the Arrangement.

Mr. Noto and GSI entered into an employment agreement on September 3, 2018 (the “ Noto Agreement ”). Pursuant to the Noto Agreement, Mr. Noto shall receive a base salary of US$300,000 and is eligible to participate in the GSW 2019 Plan. In addition, Mr. Noto is eligible for a discretionary annual bonus of up to 30% of his salary. In the event of a change of control, any options granted to Mr. Noto will accelerate and vest in accordance with GSI’s rules and policies in place at the time. The Arrangement will constitute a change of control under the Noto Agreement. GSW and Mr. Noto have entered into an agreement that the Arrangement will not constitute a change of control under the Noto Agreement and any other incentive plans in which Mr. Noto participates in and Mr. Noto has waived any entitlements under those agreements that are triggered by the completion of the Arrangement.

Mr. Noto was also granted a US$125,000 sign-on bonus, which was payed to Mr. Noto in full, but which vests in equal monthly installments for a period of twenty-four monthly vesting installments. If either GSI or Mr. Noto terminates the employment relationship before such sign-on bonus is fully vested, Mr. Noto will be required to repay to GSI any non-vested balance of the sign-on bonus.

The Noto Agreement provides for an “at will” employment relationship between GSI, allowing either Mr. Noto or GSI to terminate the employment relationship at any time with or without cause. The Noto Agreement also includes customary non-compete and non-solicitation provisions, which are effective for a period of 12 months following the termination of the Noto Agreement.

Concurrently with the Noto Agreement, Mr. Noto and GSI entered into a proprietary information and work product agreement (a “ Proprietary Information Agreement ”) in which Mr. Noto agreed to additional confidentiality obligations in connection with GSI’s intellectual property and trade secrets, and to the assignment of certain intellectual property rights in connection with work product created in the course of Mr. Noto’s employment.

Mr. Bardunias and GSI entered into an employment agreement on October 12, 2018 (the “ Bardunias Agreement ”). Pursuant to the Bardunias Agreement, Mr. Bardunias shall receive a base salary of US$215,000 and is eligible to participate in the GSW employee & executive ownership plan. In addition, Mr. Bardunias is eligible for an annual discretionary bonus. In the event of a change of control, any options granted to Mr. Bardunias will accelerate and vest in accordance with GSI’s rules and policies in place at

the time. The Arrangement will constitute a change of control under the Bardunias Agreement. GSW and Mr. Bardunias have entered into an agreement that the Arrangement will not constitute a change of control under the Bardunias Agreement and any other incentive plans in which Mr. Bardunias participates in and Mr. Bardunias has waived any entitlements under those agreements that are triggered by the completion of the Arrangement.

The Bardunias Agreement provides for an “at will” employment relationship between GSI, allowing either Mr. Bardunias or GSI to terminate the employment relationship at any time with or without cause. The Bardunias Agreement also includes customary non-compete and non-solicitation provisions, which are effective for a period of 12 months following the termination of the Bardunias Agreement.

Concurrently with the Bardunias Agreement, Mr. Bardunias and GSI entered into a Proprietary Information Agreement in which Mr. Bardunias agreed to additional confidentiality obligations in connection with GSI’s intellectual property and trade secrets, and to the assignment of certain intellectual property rights in connection with work product created in the course of Mr. Bardunias’ employment.

Director Compensation

The following table outlines the compensation provided to current the directors of GSW, other than directors who are Named Executive Officers, during GSW’s most recently completed financial year ended June 30, 2020. No compensation has been paid by the Corporation to any of its directors. All amounts in the following table and the notes thereto are in Australian dollars unless otherwise indicated:

Name	Fees earned ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Mr. Carl Mogridge(1)	99,999	-	41,836	-	9,500	-	151,335
Mr. Marc Naidoo(2)	164,164	-	62,486	-	-	15,087	242,246
Mr. Stanley Pierre-Louis(3)	267,142	-	128,116	-	-	-	395,258

Notes:

(1) Appointed May 31, 2019.

(2) Appointed April 2, 2019.

(3) Appointed July 29, 2019.

The following table shows all outstanding option-based and share-based awards for equity of GSW held by each current director of GSW, other than directors who are also Named Executive Officers, as at the date of this Prospectus. No option-based or share-based awards have been made by the Corporation to any directors. All amounts in the following table and the notes thereto are in Australian dollars unless otherwise indicated:


		Option-based Awards				Share-based Awards


Name	Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercised in-the- money options (A$)	Number of shares or units of shares that have not vested	Market or payout value of share- based awards that have not vested	Number of shares or units of shares that have vested	Market value of vested share- based awards not paid or distributed
Mr. Carl Mogridge	200,000	$0.4965-	December 20, 2029	-	-	-	-	-
Mr. Marc Naidoo(1)	300,000	$0.496	December 20, 2029	-	-	-	-	-
Mr. Stanley Pierre- Louis(2)	687,500	$0.4965- $1.20	August 14, 2021 – December 12, 2029	-	-	-	-	-
Notes: (1) Appointed April 2, 2019. (2) Appointed May 31, 2019.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

We are not aware of any individuals who are either current or former executive officers, directors or employees of the Corporation, GSW, or any of its subsidiaries and who have indebtedness outstanding as at the date hereof (whether in connection with the purchase of our securities or otherwise) that is owing to: (i) the Corporation, GSW, or any of its subsidiaries; or (ii) another entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation, GSW, or any of its subsidiaries.

Except for: (i) indebtedness that has been entirely repaid on or before the date of this Prospectus; and (ii) "routine indebtedness" (as defined in Form 51-102F5 of the Canadian Securities Administrators), we are not aware of any individuals who are, or who at any time since inception were, a director or executive officer, a proposed nominee for election as a director or an associate of any of those directors, executive officers or proposed nominees who are, or have been at any time since incorporation, indebted to the Corporation, GSW, or any of its subsidiaries, or whose indebtedness to another entity is, or at any time since incorporation of GSW or the Corporation has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by GSW or the Corporation.

AUDIT COMMITTEE

Audit Committee Charter

In accordance with applicable Canadian securities legislation and, in particular, NI 52-110, information with respect to the Corporation's Audit Committee is contained below. The Audit Committee is responsible for overseeing the integrity of the Corporation's financial statements, reviewing financial reports and other financial information, recommending the appointment and reviewing and appraising the audit efforts of the

Corporation's external auditors, overseeing and monitoring the Corporation's financial reporting processes and internal controls, the Corporation's processes to manage business and financial risk and its compliance with legal, ethical and regulatory requirements and encouraging improvement of, and adherence to, the Corporation's policies, procedures and practices. The full text of the Audit Committee Charter is attached to this Prospectus as Schedule "C".

The Audit Committee assists the Board in discharging its oversight of:

the quality and integrity of our financial statements and related information;
the independence, qualifications and appointment of our external auditor;
the monitoring and periodic review of our Corporate Disclosure Policy, our disclosure controls and procedures, internal control over financial reporting and management's responsibility for assessing and reporting on the effectiveness of such controls;
our risk management processes;
the monitoring and periodic review of our Whistle Blowing Policy;
the monitoring and periodic review of our Related Party Transactions Policy and transactions with our related parties; and
the monitoring and periodic review of our Code of Business Conduct and Ethics and our assessment of management’s processes to ensure compliance with the Code of Business Conduct and Ethics.

The Audit Committee has access to all of our books, records, facilities and personnel and may request any information about the Corporation as it may deem appropriate. The Audit Committee will also have direct communication channels with the Chief Financial Officer and the Corporation's external auditors to discuss and review such issues as the Audit Committee may deem appropriate.

Audit Fees

For the year ended June 30, 2020 the fees billed by our external auditor total approximately $3,220. For the fiscal years of GSW ended June 30, 2020, June 30, 2019, and June 30, 2018, the fees expected to be billed by GSW’s external auditor are set out in the table below. Unless otherwise stated, the amounts set forth in the following table are set out in Australian dollars:

Year ended June 30, 2020 Year ended June 30, 2019 Year ended June 30, 2018	Audit Fees(1) $151,544 $111,428 $67,000	Tax Fees(2) $39,711 $19,004 $0	All Other Fees(3) $464,114 $107,444 $0	Total
				$655,369 $237,876 $67,000

Notes:

(1) Represents aggregate fees billed by RSM Australia Partners.

(2) Represents aggregate fees billed by RSM Australia Partners and RSM US LLP.

(3) Represents aggregate fees billed by RSM Australia Partners, RSM US LLP, and RSM Serbia d.o.o. Beograd.

Composition of the Audit Committee

The Audit Committee currently consists of three directors, namely, Carl Mogridge, Marc Naidoo, and Stanley Pierre-Louis. Each of Mr. Mogridge, Mr. Pierre-Louis, and Mr. Naidoo are persons determined by the Board to be independent directors within the meaning of NI 52-110. Each of the Audit Committee members is financially literate in accordance with NI 52-110 and has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting. Each member of the audit committee has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are comparable to the breadth and complexity of the issues that are reasonably expected to be raised by our financial statements. In addition, each member of the Audit Committee served as a member of the GSW audit committee prior to completion of the Arrangement. For additional details regarding the relevant education and experience of each member of the Audit Committee, see also " Directors and Executive Officers — Management ".

Audit Committee Member Carl Mogridge Marc Naidoo Stanley Pierre-Louis	Relevant Education and Experience
	Bachelor of Business Communications, University of Queensland Director, TPA Masters of Project Management, Royal Melbourne Institute of Technology Bachelor of Technology, Monash University Senior Portfolio Manager, NIBW Company Juris Doctor, University of Chicago Law School President and CEO, Entertainment Software Association

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's current financial year has the Corporation relied on any exemption provided by Part 3 or Part 8 of NI 52-110.

Audit Committee Oversight

At no time since the commencement of the Corporation's current financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Pre-Approval Policies and Procedures

The Corporation has not yet adopted any specific policies or procedures for the engagement of non-audit services. Such matters are the subject of review and pre-approval by the Audit Committee.

CORPORATE GOVERNANCE

We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value and, accordingly, we have adopted, certain corporate governance policies and practices. The disclosure set forth below describes our approach to corporate governance.

Board of Directors

The Board is currently comprised of 5 directors, each of whom is currently a director of GSW.

Under the BCBCA, a director may be removed with or without cause by a resolution passed by an ordinary majority of the votes cast by shareholders present in person or by proxy at a meeting and who are entitled to vote. The directors will be elected by shareholders at each annual meeting of shareholders, and all directors will hold office for a term expiring at the close of the next annual meeting or until their respective successors are elected or appointed.

Under National Instrument 58-101 — Disclosure of Corporate Governance Practices , a director is considered to be independent if he or she is independent within the meaning of NI 52-110. Based on information provided by each director concerning his or her background, employment and affiliations, the Board has determined that of the five directors on the Board as at the date of this Prospectus, two directors (Bane Hunter and Joel Macdonald) are not considered independent as a result of their positions as executive officers of the Corporation and GSW. Stanley Pierre-Louis, Marc Naidoo, and Carl Mogridge are considered independent within the meaning of NI 52-110.

Independent Directors

The Board believes that, given its size and structure, it is able to facilitate independent judgment in carrying out its responsibilities. The independent directors meet in the absence of senior executive officers or any non-independent directors. The independent directors hold such in-camera sessions at each scheduled Board meeting.

Attendance

The attendance record of each director for all Board meetings held since the incorporation of the Corporation is set out below:


Director	Board Meetings Attended	Audit Committee Meetings Attended	Compensation Committee Meetings Attended
Bane Hunter	N/A(1)	N/A	N/A
Joel Macdonald	N/A(1)	N/A	N/A
Carl Mogridge	N/A(1)	N/A(2)	N/A(2)
Marc Naidoo	N/A(1)	N/A(2)	N/A(2)
Stanley Pierre-Louis	N/A(1)	N/A(2)	N/A(2)

Notes :

(1) As of the date of this Prospectus, the Board has yet to hold a meeting of directors. All Board approvals obtained as of the date of this Prospectus have been provided by written resolution signed by each director of the Corporation.

(2) As of the date of this Prospectus, the Audit Committee and Compensation Committee of the Corporation have yet to hold a meeting.

The attendance record of each director of GSW for all GSW Board meetings held since June 30, 2020, being the end of GSW’s most recently completed fiscal year is set out below:

Director	Board Meetings Attended	Audit Committee Meetings Attended	Compensation Committee Meetings Attended
Bane Hunter	3/3	N/A	N/A
Joel Macdonald	3/3	N/A	N/A
Carl Mogridge	3/3	N/A	N/A
Marc Naidoo	3/3	2/2	2/2
Stanley Pierre-Louis	3/3	N/A	N/A

Board Mandate

The Board is responsible for supervising the management of the business and affairs of the Corporation, including providing guidance and strategic oversight to management. The Board has adopted a formal mandate, the Board Mandate, in which the Board acknowledges responsibility for the stewardship of the Corporation, including:

adopting a strategic planning process;
identifying risks to the business of the Corporation and ensuring that appropriate procedures are in place for risk management;
reviewing, approving and monitoring annual operating plans and budgets;
mandating a culture of corporate social responsibility, ethics and integrity including satisfying itself as to the integrity of the executive officers of the Corporation and that those executive officers create a culture of integrity throughout the organization;
providing for succession planning, including the appointment, training and supervision of management;
monitoring financial reporting, including the adequacy of internal controls and management information systems;
supervising corporate disclosure and communications;
adopting measures for receiving feedback from stakeholders; and
adopting key corporate policies designed to ensure that the Corporation, its directors, officers and employees comply with all applicable laws, rules and regulations and conduct the Corporation’s business ethically and with honesty and integrity.

Nomination & Corporate Governance Committee

The Board has established a nomination and corporate governance committee (the " Nomination & Corporate Governance Committee ") which will oversee the nomination of directors. The Nomination & Corporate Governance Committee is comprised of Carl Mogridge, Stanley Pierre-Louis, and Marc Naidoo, each of whom is considered to be independent.

The Nomination & Corporate Governance Committee is tasked with the responsibility of assisting the Board in fulfilling its responsibilities relating to matters of director nominations process and procedures and developing and maintaining the Corporation's corporate governance policies, including diversity. In addition, the Nomination & Corporate Governance Committee is expected to have the following powers and responsibilities, among others: (i) determine the qualifications, qualities, skills and other expertise required

to be a director of the Corporation; (ii) develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director; (iii) identify and screen individuals qualified to become members of the Board and make recommendations to the Board; (iv) consider any director candidates recommended by the Corporation's shareholders under the procedures set forth in the Business Corporations Act (British Columbia) and the Corporation's by-laws; (v) oversee the Corporation's corporate governance practices and procedures, including identifying best practices and reviewing and recommending to the Board for approval any changes to the documents, policies and procedures in the Corporation's corporate governance framework and its articles of incorporation and by-laws; (vi) review and discuss with management disclosure of the Corporation's corporate governance practices, including information regarding the operations of the Nomination & Corporate Governance Committee and other Board committees, director independence and the director nominations process and review and recommend disclosure to be included in the Corporation's management information circular; (vii) develop, subject to approval by the Board, a process for an annual assessment of effectiveness of the Board and its committees and oversee the conduct of this annual assessment; (viii) review the Board's committee structure and composition and make recommendations to the Board regarding the appointment of directors to serve as members of each committee and committee chair annually; (ix) identify and make recommendations to the Board regarding the selection and approval of candidates to fill vacancies either by election by shareholders or appointment by the Board; (x) develop and oversee a Corporation orientation program for new directors and a continuing education program for current directors and periodically review these programs and update them as necessary; (xi) develop and recommend to the Board for approval director independence standards in addition to those required by applicable securities laws and stock exchange requirements and evaluate the independence of each director at least annually; (xii) monitor compliance with the Corporation's Code of Conduct, investigate any alleged breach or violation of the Code of Conduct, enforce the provisions of the Code of Conduct and review the Code of Conduct periodically and recommend any changes to the Board; (xiii) develop and recommend to the Board for approval a Chief Executive Officer succession plan; (xiv) develop and evaluate potential candidates for executive positions; and recommend to the Board any changes to, and any candidates for succession under, the succession plan; and (xv) review any director resignation letter tendered and evaluate and recommend to the Board whether such resignation should be accepted in accordance with the Corporation's director majority voting policy.

Majority Voting Policy

In addition, prior to the listing of the Common Shares on NEO, the Corporation will adopt a Majority Voting Policy for Director Elections, whereby any nominee for election as a director who receives a greater number of votes "withheld" than votes "for" must tender his or her resignation to the Chair following the shareholders' meeting to be effective upon acceptance by the Board. Upon such resignation, the Nomination & Corporate Governance Committee will consider the offer of resignation and make a recommendation to the Board on whether or not to accept it. The Board will consider such resignation and will accept the resignation absent exceptional circumstances. A director who tenders his or her resignation pursuant to this policy will not participate in any meeting of the Board or the Nomination & Corporate Governance Committee at which the resignation is considered. Once the determination of the Board to accept or reject the director's resignation has been made, the Corporation will promptly announce the Board's decision by press release.

Compensation Committee

The Board has appointed a sub-committee of the Board (the " Compensation Committee ") composed entirely of independent directors which is responsible for, among other things, the following matters:

reviewing and approving corporate goals and objectives relevant to compensation of the Chief Executive Officer, evaluating the Chief Executive Officer's performance in light of those corporate goals and objectives, and determining (or making recommendations to the Board with respect to) the Chief Executive Officer's compensation level based on this evaluation; and
making recommendations to the Board with respect to officer and director (other than the Chief Executive Officer) compensation, incentive-compensation plans, and equity-based plans.

The Compensation Committee is currently comprised of Carl Mogridge, Stanley Pierre-Louis, and Marc Naidoo.

The Board has adopted a written charter (the " Compensation Committee Charter ") establishing the Compensation Committee's purpose, responsibilities, member qualifications, member appointment and removal, structure and operation, and the manner of reporting to the Board. The Compensation Committee Charter further provides that the Compensation Committee is authorized to engage and compensate any outside advisor it determines to be necessary to permit it to carry out its duties.

Position Descriptions

The Board has adopted a written position description for the Chair, which sets out the Chair's key responsibilities, including, among others, duties relating to setting the Board's meeting agendas, chairing Board and shareholders' meetings, director development and communicating with shareholders and regulators.

The Board has further adopted a written position description for: (i) each of the committee chairs which sets out each committee chair's key responsibilities, including, among others, duties relating to setting committee meeting agendas, chairing committee meetings and working with the respective committee and management to ensure, to the greatest extent possible, the effective functioning of the committee; (ii) the Lead Director which sets out the key responsibilities of the Lead Director, including, among others, duties relating to assisting the Board in understanding its obligations as a Board and, in particular, the requirement for the Board to operate independent of management; and (iii) the Chief Executive Officer which sets out the key responsibilities of the Chief Executive Officer, including, among other duties in relation to providing overall leadership, ensuring the development of a strategic plan and recommending such plan to the Board for consideration, ensuring the development of an annual corporate plan and budget that supports the strategic plan and recommending such plan to the Board for consideration and supervising day-to-day management and communicating with shareholders and regulators.

Ethical Business Conduct

The Board has adopted a written code of conduct (the " Code of Conduct ") that applies to all of the Corporation's directors, officers, employees and advisory committee members. The objective of the Code of Conduct is to provide guidelines for maintaining our and our subsidiaries' integrity, reputation, honesty, objectivity, and impartiality. The Code of Conduct will address conflicts of interest, protection of our assets, confidentiality, fair dealing with shareholders, competitors and employees, insider trading, compliance with laws, and reporting any illegal or unethical behaviour. As part of the Code of Conduct, any person subject to the Code of Conduct will be required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best interests or that may give rise to real, potential, or the appearance of conflicts of interest. The Board will have ultimate responsibility for the stewardship of the Code of Conduct and it will monitor compliance through the Nomination & Corporate Governance Committee. Directors, officers,

employees and advisory committee members, will be required to annually certify that they have not violated the Code of Conduct. The Code of Conduct will be filed with the Canadian securities regulatory authorities on SEDAR at www.sedar.com.

Disclosure Committee

The Board has established a disclosure committee to ensure that communications to the public about the Corporation are (i) timely, factual, and accurate, (ii) broadly disseminated in accordance with all applicable legal and regulatory requirements, (iii) consistent, and (iv) not harmful to the business of the Corporation.

All of our executives, other employees and directors will also be subject to our Insider Trading Policy, which is expected to prohibit trading in our securities while in possession of material undisclosed information about us. Under this policy, such individuals will be prohibited from entering into hedging transactions involving our securities, such as short sales, puts and calls. Furthermore, we will permit executives, including the Named Executive Officers, to trade in our securities, only during prescribed trading windows.

Director Term Limits

The Corporation has not adopted a policy which imposes term limits for directors. The Corporation believes that it is crucial that directors understand its industry and its business and this requires a certain length of tenure on the Board. Long-term directors accumulate extensive company knowledge while new directors bring new experience and perspectives to the Board. It is important to achieve an appropriate balance of both to ensure an effective Board.

Policies Regarding the Representation of Women on the Board and Executive Management and the Consideration of the Representation of Women in the Director Identification and Selection Process and Executive Officer Appointments

The Board does not currently have a formal policy with regard to the consideration of diversity in identifying director or executive nominees or a written policy relating to the identification and nomination of women directors or executives. The Corporation has not yet adopted such formal policies on diversity but will regularly consider diversity (including the representation of women on the Board) as one of a number of relevant factors when considering potential new nominees. The Corporation recognizes the potential benefit of diversity in leadership positions, including with respect to its Board and executive officer positions, but feels a formal policy is unnecessary for the size of the Corporation.

Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

At this time the Corporation has not adopted a target regarding the representation of women on the Board or in executive officer positions. The Corporation does not adopt targets because the Corporation is of the view that its current practice of considering diversity as a factor in selecting candidates as potential directors or executive officers permits the Corporation to balance the benefit of diversity with other relevant considerations.

RISK FACTORS

You should carefully consider the risks described below, which are qualified in their entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this Prospectus, and all other information contained in this Prospectus, including the consolidated financial statements and accompanying notes. The risks and uncertainties described below are those we currently believe to be

material, but they are not the only ones we face. If any of the following risks, or any other risks and uncertainties that we have not yet identified or that we currently consider not to be material, actually occur or become material risks, our business, financial condition and results of operations and consequently the price of the Common Shares could be materially adversely affected.

Risks Related to the Arrangement

Forward-Looking Information

The forward-looking information included in this Prospectus relating to, among other things, the completion of the Arrangement, the Corporation's future results, performance, achievements, prospects, targets, intentions or opportunities or the markets in which we operate is based on opinions, assumptions and estimates made by the Corporation's management (who are also GSW’s management) in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Corporation believes are appropriate and reasonable in the circumstances. However, there can be no assurance that such estimates and assumptions will prove to be correct. The Corporation's actual results in the future may vary significantly from the historical results of GSW and estimated results and those variations may be material. We make no representation that the Corporation’s actual results in the future will be the same, in whole or in part, as those of GSW included in this Prospectus. See " Forward-Looking Statements " and " Future-Oriented Financial Information ".

NEO Listing

The NEO has approved the listing of the Common Shares under the symbol “GSW”, including Common Shares issuable pursuant to the Arrangement and Option Shares issuable upon exercise of the GSW Options in accordance with their terms, subject to GetSwift providing NEO with confirmation of the implementation of the Arrangement, an executed copy of this Prospectus and the related receipt issued by the Commission in respect of this Prospectus, and the balance of any listing fees. If listing occurs, we cannot predict the prices at which the Common Shares will trade. If an active and liquid trading market for our Common Shares does not develop or is not maintained, investors may have difficulties selling their Common Shares. There can be no assurance that there will be sufficient liquidity of the Common Shares on the trading market, or that we will continue to meet the listing requirements of the NEO or any other public listing exchange on which our Common Shares may subsequently be listed.

Limited Market for Securities

Volatile Market Price for the Common Shares

If and when listed, the market price for the Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Corporation's control, including the following:

actual or anticipated fluctuations in our quarterly results of operations;
changes in our estimates of our future results of operations;

changes in forecasts, estimates or recommendations of securities research analysts regarding our future results of operations or financial performance;
changes in the economic performance or market valuations of other companies that investors deem comparable to us;
additions or departures of our senior management team or other key employees;
sales or perceived sales of additional Common Shares, including pursuant to the Amended LDA Agreement and any related share lending agreement with a Share Lender ;
the results of ongoing regulatory and legal proceedings;
significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; and
news reports relating to trends, concerns or competitive developments, regulatory changes and other related issues in our industry or target markets.

Financial markets have in the past experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have, in many cases, been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Common Shares may decline even if our operating results, financial condition or prospects have not changed. As well, certain institutional investors may base their investment decisions on consideration of our environmental, governance and social practices and performance against such institutions' respective investment guidelines and criteria, and failure to meet such criteria may result in a limited or no investment in the Common Shares by those institutions, which could materially adversely affect the trading price of the Common Shares. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, our business, financial condition and results of operations could be materially adversely impacted and the trading price of the Common Shares could be materially adversely affected.

No Immediate Plan to Declare Dividends

We currently intend to retain future earnings, if any, for future operation and expansion and have no current plans to pay any dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, our financial results, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we incur. As a result, investors may not receive any return on an investment in their Common Shares unless they sell them for a price greater than that which they paid for it.

Difficulty to Forecast

The Corporation must rely largely on its own market research to forecast revenues as detailed forecasts are not generally obtainable from other sources at this early stage of the industry. Market research and projections by the Corporation are based on assumptions from limited and unreliable market data. A failure in demand could materialize as a result of competition, technological change or other factors and could have a material adverse effect on the business, results of operations and financial condition of the Corporation.

The Market Price of the Common Shares May be Subject to Wide Price Fluctuations

If and when listed and posted for trading on an exchange, the market price of the Common Shares may be subject to wide fluctuations in response to many factors, including variations in the operating results of the Corporation and its subsidiaries, divergence in financial results from analysts' expectations, changes in earnings estimates by stock market analysts, changes in the business prospects for the Corporation and its subsidiaries, general economic conditions, legislative changes, and other events and factors outside of the Corporation's control. In addition, stock markets have from time to time experienced extreme price and volume fluctuations, which, as well as general economic and political conditions, could adversely affect the market price for the Common Shares.

Sales of Substantial Amounts of the Common Shares

Sales of substantial amounts of the Common Shares, including pursuant to the Amended LDA Agreement and any related share lending agreement with a Share Lender, or the availability of such securities for sale, could adversely affect the prevailing market prices for the Common Shares. A decline in the market prices of the Common Shares could impair the Corporation's ability to raise additional capital through the sale of securities should it desire to do so.

Financial Projections May Prove Materially Inaccurate or Incorrect

The Corporation's financial estimates, projections and other forward-looking information incorporated into this document were prepared by the Corporation without the benefit of reliable historical industry information or other information customarily used in preparing such estimates, projections and other forward-looking statements. Such forward-looking information is based on assumptions of future events that may or may not occur, which assumptions may not be disclosed in such documents. Investors should inquire of the Corporation and become familiar with the assumptions underlying any estimates, projections or other forward-looking statements. Projections are inherently subject to varying degrees of uncertainty and their achievability depends on the timing and probability of a complex series of future events. There is no assurance that the assumptions upon which these projections are based will be realized. Actual results may differ materially from projected results for a number of reasons including increases in operation expenses, changes or shifts in regulatory rules, undiscovered and unanticipated adverse industry and economic conditions, and unanticipated competition. Accordingly, investors should not rely on any projections to indicate the actual results the Corporation and its subsidiaries might achieve. See " ForwardLooking Statements " and " Future-Oriented Financial Information ".

Securities or Industry Analysts

The trading market for the Common Shares will depend in part on the research and reports that securities or industry analysts publish about the Corporation or our business. GetSwift does not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence covering us, the trading price for the Common Shares may be negatively impacted. If the Corporation obtains securities or industry analyst coverage and if one or more of the analysts who cover us downgrade the Common Shares or publish inaccurate or unfavorable research about our business, the trading price of the Common Shares may decline. If one or more of these analysts cease coverage of the Corporation or fail to publish reports on us regularly, demand for the Common Shares could decrease, which could cause the trading price and volume of the Common Shares to decline.

Going-Concern Risk

Certain of GSW’s historical financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation and discharge of liabilities in the normal course of business.

GSW’s audited financial statements for the year ended June 30, 2020 note that GSW incurred a net loss after income tax of A$31.3 million and had net cash outflows from operating activities of A$26.7 million. GSW’s unaudited financial statements for the three month period ended September 30, 2020 note that GSW incurred a loss of A$11.7 million and had net cash outflows from operating activities of A$17.0 million. These factors indicate a material uncertainty which may cast significant doubt as to whether the GetSwift Group will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

As at the date of this Prospectus, GSW and the Corporation believe that there are reasonable grounds to believe that that the GetSwift Group will be able to continue as a going concern after consideration of the following factors:

GSW was in a positive working capital position of A$24.6 million as at September 30, 2020;
We do not expect the current level of net operating cash outflows to continue and this higher level of spend is not expected to continue;
GSW incurred approximately A$10.8 million of legal defence costs during the financial year ended June 30, 2020 and approximately an additional A$3.3 million of legal defence costs during the three month period ended September 30, 2020, which costs are expected to be significantly reduced during the balance of the 2021 financial year (See “ Risk Factors, Ongoing Regulatory and Litigation Proceedings ”);
GSW has implemented a cost optimisation plan to immediately reduce operating cash requirements, which includes significant reductions including the elimination of certain office leases, and performance related compensation, as well as reductions in service delivery communications costs, and various general and administrative expenses; and
the GetSwift Group has access to the LDA Facility, providing funds up to US$45 million, subject to the terms of the Amended LDA Agreement. The amount of any capital call made by the group is subject to and can be limited by conditions imposed in the Amended LDA Agreement which are dependent on certain market conditions aligning at the time of the capital call which are not directly within the group’s control. See “ Risk Factors, Additional Financings ”.

In the longer term, the ability of GSW and the Corporation to continue as a going concern will likely be dependent on the Corporation’s ability to obtain additional equity, debt or other financing as and when required, from time to time, until it is able to achieve profitable operations. The Corporation has a reasonable expectation that it will be able to obtain sufficient funds from either existing shareholders or external parties in order to continue as a going concern.

Notwithstanding the assessment above of the GetSwift Group’s ability to continue as a going concern, the failure to obtain sufficient funds if and when needed could:

delay or suspend the Corporation’s activities, business plan and other objectives;
have a material adverse effect on the Corporation’s business and its financial condition and performance and the Corporation’s ability to continue as a going concern; or
may result in the Corporation pursuing one or more alternative funding alternatives for the purposes of satisfying it operational and expenditure requirements, which may include equity capital raisings and

may not be on terms that are favourable to the Corporation and its shareholders. One or more of these funding options could have the effect of diluting the interest of the Corporation’s shareholders.

Future Sales of Common Shares by Principal Shareholders, Officers and Directors

Our officers, directors, principal shareholders and their affiliates may sell some or all of the Common Shares held by such party in the future. No prediction can be made as to the effect, if any, such future sales of Common Shares will have on the market price of the Common Shares prevailing from time to time. However, the future sale of a substantial number of Common Shares by our officers, directors, and any principal shareholders and their affiliates, or the perception that such sales could occur, could materially adversely affect prevailing market prices for the Common Shares.

Accordingly, if the Corporation's principal shareholders sell substantial amounts of our securities in the public market, the market price of our securities could fall. Additional Common Shares issuable upon the exercise of stock options or the conversion of other securities of the Corporation may also be available for sale in the public market after the date of the listing of the Common Shares, which may also cause the market price of our Common Shares to fall.

Discretion as to the Use of Available Funds

The Corporation's management will have broad discretion in how it uses the funds available to it. Management may use the available funds in ways that holders may not consider desirable. The results and the effectiveness of the application of the funds are uncertain. If the funds are not applied effectively, the results of the Corporation's operations may suffer. Shareholders may not agree with the manner in which management chooses to allocate and spend the available funds.

Undertaking and Indemnity Regarding Current Litigation Matters

In response to the objections raised by counsel representing ASIC and the plaintiff in the Webb Proceeding at the Second Court Hearing, the Corporation delivered an undertaking to the Court pursuant to which the Corporation will (i) not take any steps to wind up GSW, (ii) indemnify GSW in respect of any pecuniary penalties or other monetary liabilities that are ultimately ordered against GSW in any adverse judgment in either the Webb Proceeding or the ASIC proceeding, including any order against GSW pursuant to section 91 of the ASIC Act, and (iii) submit to the jurisdiction of the Federal Court of Australia in respect of the undertaking. The Corporation executed the Undertaking Deed Poll, under which the Corporation has covenanted to provide GSW with sufficient funds to discharge its liabilities to the extent that GSW is unable to discharge them as and when they fall due, until such time as any adverse judgment in the Webb Proceeding or ASIC proceeding, or any order under section 91 of the ASIC Act in respect of the ASIC Proceeding, has been satisfied or the proceedings are otherwise resolved on a final basis. In addition, GSW provided an undertaking to the Court, Mr. Raffaele Webb and ASIC, pursuant to which GSW undertakes to take all reasonable and practicable steps to enforce GSW’s rights under the Undertaking Deed Poll in the event that the Corporation fails to meet any of its obligations thereunder. In the event that any monetary penalties or monetary liabilities are ordered against GSW, the Corporation will be required, subject to the terms of any applicable order, to allocate funds available to it toward the satisfaction of such penalties or judgments if and to the extent necessary to satisfy GSW’s obligations under such judgement(s).

The Corporation and GSW Will Incur Significant Costs In Connection With The Arrangement and These Transaction Fees and Costs May Be Greater Than Anticipated

The Corporation and GSW have incurred and expect to incur non-recurring costs associated with the Arrangement. Some of these costs may be greater than either the Corporation or GSW anticipated. While both the Corporation and GSW have assumed that a certain level of expenses would be incurred in connection with the Arrangement, there are many factors beyond our control that could affect the total amount or timing of the integration and implementation expenses. There may also be significant additional, unanticipated costs and charges in connection with the Arrangement that the Corporation may not recoup. These costs and expenses could reduce the realisation of the expected benefits of the Arrangement. Although we expect that these benefits will offset the Arrangement expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all. As at December 31, 2020, the transaction costs payable by GetSwift in connection with the Arrangement are expected to be approximately A$6.1 million, which includes financial, taxation, and legal advisory fees of approximately A$5.7 million, independent expert fees of approximately A$80,000, and Court fees, registry costs, printing and mailing costs of approximately A$110,000.

Effect of the Arrangement on GSW’s Material Contracts

If the Arrangement is implemented, a change of control in GSW may occur. It is possible that material contracts to which GSW is a party may be subject to review or termination upon the change of control. While GSW is not aware of any counterparty which may wish to terminate a material contract, should any such contracts be terminated, GSW will lose the benefit of the contract as well as subsequent usage or subscription revenue associated with that contract depending on the services rendered.

Risks Related to the Corporation's Business and Industry

Limited Operating History

GSW has a limited history of operations. As such, GSW is subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that we will be successful in achieving a return on shareholders' investment and the likelihood of our success must be considered in light of our early stage of operations.

Key Personnel

GSW’s success has depended and continues to depend upon its ability to attract and retain key management, including the its President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Technical Officer, and other technical experts, each of whom will continue to serve the Corporation in such capacity. The Corporation does not maintain key person life insurance policies on any employees. The Corporation will attempt to enhance its management and technical expertise by continuing to recruit qualified individuals who possess desired skills and experience in certain targeted areas. The Corporation's inability to retain employees and attract and retain sufficient additional employees or scientific and technical support resources could have a material adverse effect on the Corporation's business, results of operations, sales, cash flow or financial condition. Shortages in qualified personnel or the loss of key personnel could adversely affect the financial condition of the Corporation and results of operations of the business and could limit the Corporation's ability to develop and market its services and products. The loss of any of the Corporation's senior management or key employees could materially adversely affect the Corporation's ability to execute its business plan and strategy, and the Corporation may not be able to find adequate replacements on a timely basis, or at all.

On February 22, 2019, ASIC commenced civil penalty proceedings against Mr. Bane Hunter, Chief Executive Officer and a director of GSW (and the Corporation), and Mr. Joel Macdonald, President and a director of GSW (and the Corporation), pursuant to which it seeks penalties against GSW in relation to alleged continuous disclosure contraventions and against Mr. Hunter and Mr. Macdonald in relation to alleged continuous disclosure contraventions and breach of directors’ duties. If the ASIC proceedings result in adverse findings or orders or settlement outcomes against either Mr. Hunter or Mr. Macdonald, it is possible that the consequential effects could similarly have a material adverse impact on Mr. Hunter’s or Mr. Macdonald’s (as the case may be) ability to continue to serve the Corporation in their current capacities. If the ASIC proceedings are successful and Mr. Macdonald and Mr. Hunter are disqualified from managing a corporation, it is expected that the British Columbia Securities Commission (the “ Commission ”) would take the outcome of those proceedings into account in any hearing the Commission may conduct to consider whether Mr. Macdonald and Mr. Hunter will be permitted to continue to be involved in the management of the Corporation. In addition, it is expected that NEO will consider the outcome of the ASIC proceedings and whether that outcome causes a concern regarding the suitability of Mr. Macdonald or Mr. Hunter to continue as directors and officers of the Corporation. Mr. Hunter and Mr. Macdonald each possess substantial skills and experience in relation to GSW’s business, which may be difficult to replace quickly and in such circumstances could have a material adverse effect on the Corporation’s business plan and strategy. The Corporation will undertake to inform the Commission of any material changes or updates with respect to the civil proceedings in Australia. In addition, Mr. Hunter and Mr. Macdonald each proposed and undertook to complete a course offered by Simon Fraser University with respect to the financing, governance, and compliance responsibilities of public companies. Mr. Hunter and Mr. Macdonald each completed the course entitled Public Companies: Financing, Governance, and Compliance on September 25, 2020. See " Legal Proceedings and Regulatory Actions ".

Negative Cash Flow

The Corporation has incurred losses since its inception. The Corporation may not be able to achieve or maintain profitability and may continue to incur significant losses in the future. In addition, the Corporation expects to continue to increase operating expenses as it implements initiatives to continue to grow its business. If the Corporation's revenues do not increase to offset these expected increases in costs and operating expenses, the Corporation will not be profitable.

Concentration of Ownership of Common Shares

The officers and directors of the Corporation currently own, directly and indirectly, or exercise control or direction over, approximately 34.29% of the issued and outstanding Common Shares, on an undiluted basis. The Corporation's shareholders nominate and elect the Board, which generally has the ability to control the acquisition or disposition of the Corporation's assets, and the future issuance of its Common Shares or other securities. Because the directors and officers control a substantial portion of such Common Shares, investors may find it difficult or impossible to replace the Corporation's directors if they disagree with the way the Corporation's business is being operated.

Inability to Develop New Products or Services and Remain Competitive in the Market

In attempting to keep pace with any new market developments, the Corporation may need to expend significant amounts of capital in order to successfully develop and generate revenues from new products and services. The Corporation may not be successful in developing new products and services, bringing such products and services to market in time to be effectively commercialized, or obtaining required regulatory approvals, which together with capital expenditures made in the course of such product

development and regulatory approval processes, may have a material adverse effect on the Corporation's business, financial condition and results of operations.

Clients may Terminate Accounts

Clients may terminate their relationship with GSW at any time, subject to the terms of the contractual agreement between GSW and such clients. In addition, clients may continue their contractual arrangement with GSW but cease use of the GetSwift Offering. If a significant number of clients were to terminate their arrangements with GSW as permitted under the terms of the agreement with such clients, or if pay-per-use clients continue their arrangement with GSW but do not continue to utilize the GetSwift Offering, this may have an adverse impact on the Corporation’s business, financial position, results of operations, cash flows and prospects.

Partner and Client Support Risks

Clients and partners may need to engage with GSW’s support personnel in certain circumstances, such as when they have a question about GSW’s products and services or if they have a complaint. GSW will continuously need to recruit and retain staff with interpersonal skills sufficient to respond appropriately to such support issues. Poor client or partner experiences may result in the loss of clients or partners. If GSW loses support personnel, fails to provide adequate training and resources for support personnel, or if the computer systems relied on by support personnel are disrupted by technological failures, GSW may suffer from adverse publicity, litigation, regulatory inquiries or a decrease in clients or partners, all of which may adversely impact on GSW’s revenues.

Co-Investment Risk

GSW has co-invested and may continue to co-invest in one or more investments with certain strategic investors and/or other third parties through joint ventures or other entities, which parties in certain cases may have different interests or superior rights to those of GSW. Although it is GSW’s intent to retain control and other superior rights over GSW’s investments, under certain circumstances it may be possible that GSW relinquishes such rights over certain of its investments and, therefore, may have a limited ability to protect its position therein. In addition, even when GSW does maintain a control position with respect to its investments, GSW’s investments may be subject to typical risks associated with third-party involvement, including the possibility that a third-party may have financial difficulties resulting in a negative impact on such investment, may have economic or business interests or goals that are inconsistent with those of GSW, or may be in a position to take (or block) action in a manner contrary to GSW’s objectives. GSW may also, in certain circumstances, be liable for the actions of its third-party partners or co-investors. Coinvestments by third parties may or may not be on substantially the same terms and conditions as GSW, and such different terms and conditions may be disadvantageous to the Corporation.

Risk of Unspecified Investments

There can be no assurance that the Corporation will acquire favourable investment opportunities or that any such investments will generate revenues or profits. Failure to successfully manage the acquisition of investments could harm the Corporation's business, strategy and operating results in a material way. The Corporation's inability to implement its financing strategy successfully could adversely affect its profitability and its ability to satisfy its financial obligations. The transactions and their success may be exposed to a number of risks, including the risks that the Corporation may not be able to identify viable opportunities or, if it does identify viable opportunities, effect the transaction and that the investment may fail to perform.

Insurance and Uninsured Risk

GSW business is subject to a number of risks and hazards generally, including adverse environmental conditions, accidents, labour disputes and changes in the regulatory environment. Such occurrences could result in damage to assets, personal injury or death, environmental damage, delays in operations, monetary losses and possible legal liability.

GSW has insurance to protect its assets, operations and employees. While GSW believes its insurance coverage addresses all material risks to which it is exposed and is adequate and customary in its current state of operations, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which GSW is exposed. In addition, no assurance can be given that such insurance will be adequate to cover GSW’s liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If GSW were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if GSW were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

Although the Corporation intends to continue to maintain insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all of the potential risks associated with its operations. The Corporation may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability.

No Assurances of Profit Generation or Immediate Results

There is no assurance as to whether the Corporation will be profitable, earn revenues, or pay dividends. The Corporation has incurred and anticipates that it will continue to incur substantial expenses relating to the development and initial operations of its business. The payment and amount of any future dividends will depend upon, among other things, the Corporation's results of operations, cash flow, financial condition, and operating and capital requirements. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividends.

Ongoing Costs and Obligations

The Corporation expects to incur significant ongoing costs and obligations related to its investment in infrastructure and growth and for regulatory compliance, which could have a material adverse impact on the Corporation's results of operations, financial condition and cash flows. In addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Corporation's operations, increase compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Corporation. The Corporation's efforts to grow the business may be costlier than expected, and GSW may not be able to increase revenue enough to offset any higher operating expenses. GSW may incur significant losses in the future for a number of reasons, including the other risks described in this Prospectus, and unforeseen expenses, difficulties, complications and delays, and other unknown events. If GSW is unable to achieve and sustain profitability, the market price of the Common Shares may significantly decrease.

Additional Financing

on-going operations, to undertake capital expenditures or to undertake acquisitions or other business combination transactions.

There can be no assurance that additional financing will be available to the Corporation when needed or on terms which are acceptable. For example, under the Amended LDA Agreement, the maximum amount of funding that will be accessible by the Corporation under a particular capital call will be a function of the number of Shares that the Corporation can require LDA to subscribe for pursuant to such capital call. Such number of Shares will be limited to a maximum of ten (10) times the average daily number of Shares traded on NEO during the fifteen (15) trading days prior to the issuance of the applicable capital call notice. In the event that certain conditions exist, including the volume weighted average price of the Shares being less than the Minimum Acceptable Price for a particular trading day, the number of Shares that LDA will be required to subscribe for will be reduced by a pre-determined formula set out in the Amended LDA Agreement. In addition, successive capital calls cannot be made until after a period of 30 consecutive trading days on NEO following the date on which the last capital call was completed.

The Corporation's inability to raise financing to support on-going operations or to fund capital expenditures or acquisitions could limit the Corporation's growth and may have a material adverse effect upon future profitability. The Corporation may require additional financing to fund its operations to the point where it is generating positive cash flows.

If additional funds are raised through further issuances of equity or convertible debt securities existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of Common Shares. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Corporation to obtain additional capital and to pursue business opportunities, including potential acquisitions.

Commercialization, Technology, Third-Party Service Provider Reliance, Competition and Development Timeframes are Uncertain and, Usually, Short-lived

The data processing and hosting industry shows that technical advantages are typically short-lived. Accordingly, the Corporation’s success will depend, in part, on its ability to commercialize and expand the GetSwift Offering and grow its client base and generate revenue in response to changing technologies, client and third-party service providers demands and competitive pressures. Failure or delay to do so may impact the success of the Corporation. In addition, the expansion and further development of the GetSwift Offering and related services may introduce significant changes to the existing products and services, and may include new technologies with which the Corporation has little or no prior development or operating experience.

Product and services Distribution and Usability

Distribution and usability of the GetSwift Offering and related services depend upon various factors outside the control of the Corporation, including, but not limited to, device operating systems, mobile device design and operation and platform provider standards. The Corporation has developed, and intends further to develop, the GetSwift Offering and related services for use across a number of internet access platforms, mobile and desktop devices and software operating systems, including without limitation the internet web site, iOS app and Android app. The Corporation will be dependent on the ability of the GetSwift Offering to operate on such platforms, devices and operating systems. The Corporation cannot control the maintenance, upkeep and continued supply of effective service from external suppliers in these areas. Any

changes in such platforms, operating systems or devices that adversely affect the functionality of the GetSwift Offering or give preferential treatment to competitive products could adversely affect usage of the GetSwift Offering and related services.

Competition

There is potential that the Corporation will face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources as well as product development, engineering, infrastructure, and marketing experience than the Corporation. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition and results of operations of the Corporation.

The Corporation also expects to face additional competition from new entrants. To remain competitive, the Corporation will require a continued high level of investment in R&D, marketing, sales and client support. The Corporation may not have sufficient resources to maintain R&D, marketing, sales and client support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations of the Corporation.

Reliance on Key Inputs

Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact the business, financial condition and operating results of the Corporation. Any inability to secure required supplies and services or to do so on appropriate terms could have a materially adverse impact on the business, financial condition and operating results of the Corporation.

Success of Quality Control Systems

The quality and safety of the Corporation's products and services are critical to the success of its business and operations. As such, it is imperative that the Corporation's (and its service providers') quality control systems operate effectively and successfully. Quality control systems can be negatively impacted by the design of the quality control systems, the quality training program, and adherence by employees to quality control guidelines. Although the Corporation strives to ensure that all of its customers and partners have implemented and adhere to high caliber quality control systems, any significant failure or deterioration of such quality control systems could have a material adverse effect on the Corporation's business and operating results.

Defects with Products/Services

Web-based products and services frequently contain undetected errors when first introduced or when new versions or enhancements are released. Because the Corporation’s products and services are complex, they may have errors or defects that users identify and experience, which could harm the Corporation’s reputation and business. If that occurs, the Corporation may lose sales, users and/or business partners.

Potential for Conflicts of Interest

Certain of the employees and directors of the Corporation may also be directors, officers, consultants or stakeholders of other companies or enterprises, operating within the same industry as GSW. As a result, there is the potential that conflicts of interest may arise between their duties to the Corporation and their duties to, or interests in, such other companies or enterprises. Certain of such conflicts may be required to be disclosed in accordance with, and subject to, such procedures and remedies as applicable under the

BCBCA, and applicable securities laws, however, such procedures and remedies may not fully protect the Corporation.

Acquisition Risks

The Corporation may acquire other companies in the future and there are risks inherent in any such acquisition. Specifically, there could be unknown or undisclosed risks or liabilities of such companies for which the Corporation is not sufficiently indemnified. Any such unknown or undisclosed risks or liabilities could materially and adversely affect the Corporation's financial performance and results of operations. The Corporation could encounter additional transaction and integration related costs or other factors such as the failure to realize all of the benefits from such acquisitions. All of these factors could cause dilution to the Corporation's earnings per share or decrease or delay the anticipated accretive effect of the acquisition and cause a decrease in the market price of the Corporation's securities. The Corporation may not be able to successfully integrate and combine the operations, personnel and technology infrastructure of any such acquired entity with its existing operations. If integration is not managed successfully by the Corporation's management, the Corporation may experience interruptions in its business activities, deterioration in its employee and customer relationships, increased costs of integration and harm to its reputation, all of which could have a material adverse effect on the Corporation's business, financial condition and results of operations. The Corporation may experience difficulties in combining corporate cultures, maintaining employee morale and retaining key employees. The integration of any such acquired companies may also impose substantial demands on management. There is no assurance that any such acquisitions will be successfully integrated in a timely manner.

Use of Individual Information

The Corporation collects, processes, maintains and uses data, including sensitive information on individuals. The Corporation's current and future marketing and R&D programs and initiatives may depend on its ability to collect, maintain and use this information, and its ability to do so is subject to evolving international, U.S., and Canadian laws and enforcement trends. The Corporation strives to comply with all applicable laws and other legal obligations relating to privacy, data protection and customer protection, including those relating to the use of data for marketing purposes. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another, conflict with other rules, conflict with the Corporation's practices or fail to be observed by its employees or business partners. If so, the Corporation may suffer damage to its reputation and be subject to proceedings or actions against it by governmental entities or others. Any such proceeding or action could hurt the Corporation's reputation, force it to spend significant amounts to defend its practices, distract its management or otherwise have an adverse effect on its business.

Information Systems Security Threats

The Corporation has entered into agreements with third parties for hardware, software, telecommunications and other information technology (" IT ") services in connection with its operations. The Corporation's operations depend, in part, on how well it and its suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, hacking, computer viruses, vandalism and theft. The Corporation's operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increases in capital expenses. The failure of information systems or a component of information systems could,

depending on the nature of any such failure, adversely impact the Corporation's reputation and results of operations.

Cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks could result in any person gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, including personally identifiable information, corrupting data, or causing operational disruption. Cyber-attacks could also result in important remediation costs, increased cyber security costs, lost revenues due to a disruption of activities, litigation and reputational harm affecting customer and investor confidence, which could materially adversely affect our business and financial results.

The Corporation has not experienced any material losses to date relating to cyber-attacks or other information security breaches, but there can be no assurance that the Corporation will not incur such losses in the future which could be in excess of any available insurance, and could materially adversely affect our business and financial results. The Corporation's risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access is a priority. As cyber threats continue to evolve, the Corporation may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Reliance on Access to the Internet

GetSwift generally depends on the ability of its clients to access the internet. Access is provided by various classes of entities in the broadband and Internet access marketplace. Should any of these entities disrupt, restrict or affect the cost of access to GetSwift’s products, usage and adoption of GetSwift’s products and consequently GetSwift’s revenues, may be negatively impacted.

Open Source Software

GetSwift uses open source software in its products and solutions and will continue using open source software in the future. Open source software is software with its source code made available under a licence permitting its redistribution, modification and/or enhancement by other users. The licence terms of open source software may in some instances, impose specific obligations on licensees of the software. These may include obligations that the source code of any modifications or enhancements are released to the public and that any modifications or enhancements are also licensed for use by other users on the same terms as the licence to the original open source software (regardless of the extent to which these modifications or enhancements may be commercially sensitive).

Because GetSwift incorporates open source software into its products and solutions, GetSwift may face legal claims, such as ownership of or demand release of its source code, the open source software and/or derivative works that were developed using such software, or otherwise claims that seek to enforce the terms of the applicable open source license, including by demanding that part or all of GetSwift’s source code for its products and solutions is released and made available under an open source license. These claims, and other claims which may be made, could result in litigation, require GetSwift to purchase a costly license or require GetSwift to devote additional research and development resources to change its solutions or products, any of which would adversely affect the Corporation’s business and revenue.

Reliance on Software and Systems

GetSwift relies on proprietary software, hardware and third-party software products and services from a number of different providers for its management information systems. Any significant disruptions to these systems would have materially adverse operational consequences, impairing the ability of GetSwift to continue to provide its services, which in turn could impact on its revenue and profitability.

Dependence on Suppliers and Skilled Labour

The ability of the Corporation to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labour and equipment. No assurances can be given that the Corporation will be successful in maintaining its required supply of skilled labour, equipment, parts and components. It is also possible that the final costs of any major equipment contemplated by the Corporation's capital expenditure program may be significantly greater than anticipated by the Corporation's management, and may be greater than funds available to the Corporation, in which circumstance the Corporation may curtail, or extend the timeframes for completing, its capital expenditure plans. This could have an adverse effect on the financial results of the Corporation.

Ability to Continuously Innovate

We may not be able to develop and introduce new solutions and enhancements to our existing products that respond to new technologies or shipment regulations on a timely basis. If we are unable to develop and sell new products and new features for our existing products that keep pace with rapid technological and regulatory change as well as developments in the transportation logistics industry, our business, results of operations and financial condition could be adversely affected. We intend to continue to invest significant resources in research and development to enhance our existing products and services and introduce new high-quality products that customers will want. If we are unable to predict or quickly react to user preferences or changes in the transportation logistics industry, or its regulatory requirements, or if we are unable to modify our products and services on a timely basis or to effectively bring new products to market, our sales may suffer.

In addition, we may experience difficulties with software or hardware development, design, integration with third-party software or hardware, or marketing that could delay or prevent our introduction, deployment or implementation of new solutions and enhancements. The introduction of new solutions by competitors, the emergence of new industry standards or the development of entirely new technologies to replace existing offerings could render our existing or future solutions obsolete.

We may not have sufficient resources to make the necessary investments in software development and our technical infrastructure, and we may experience difficulties that could delay or prevent the successful development, introduction or marketing of new products or enhancements. In addition, our products or enhancements may not meet increasingly complex customer requirements or achieve market acceptance at the rate we expect, or at all. Any failure by us to anticipate or respond adequately to technological advancements, customer requirements and changing industry standards, or any significant delays in the development, introduction or availability of new products or enhancements, could undermine our current market position and negatively impact our business, results of operations or financial condition.

Fraudulent or Illegal Activity by the Corporation's Employees, Contractors and Consultants

The Corporation is exposed to the risk that its employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or fail to disclose unauthorized activities to the Corporation that violates: (a) government regulations; (b) manufacturing standards; (c) federal and provincial healthcare fraud and abuse

laws and regulations; or (d) laws that require the true, complete and accurate reporting of financial information or data. It is not always possible for the Corporation to identify and deter misconduct by its employees and other third parties, and the precautions taken by the Corporation to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting the Corporation from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against the Corporation, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on our business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of the Corporation's operations, any of which could have a material adverse effect on the Corporation's business, financial condition and results of operations.

Management of Growth

The Corporation may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Corporation to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Corporation to deal with this growth may have a material adverse effect on the Corporation's business, financial condition, results of operations and prospects.

Reputational Harm

Damage to the Corporation's reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views regarding the Corporation and its activities, whether true or not. Although the Corporation believes that it operates in a manner that is respectful to all stakeholders and that it takes pride in protecting its image and reputation, the Corporation does not ultimately have direct control over how it is perceived by others. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to the Corporation's overall ability to advance its projects, thereby having a material adverse impact on financial performance, financial condition, cash flows and growth prospects. There is a risk of reputational damage from current litigation and regulatory matters, including the Current Litigation Matters. See " Legal Proceedings and Regulatory Actions ".

Legal Proceedings

In the course of the Corporation's business, the Corporation may from time to time have access to confidential or proprietary information of third parties, and these parties could bring a claim against the Corporation asserting that it has misappropriated their technologies and improperly incorporated such technologies into its products. The Corporation has implemented processes and internal protocols to safeguard such third-party’s proprietary rights in order to mitigate such risks but there is no guarantee that such processes and protocols will be successful in all cases. Due to these factors, there remains a constant risk of intellectual property litigation affecting the Corporation's business. In the future, the Corporation may be made a party to litigation involving intellectual property matters and such actions, if determined adversely, could have a material adverse effect on the Corporation.

Inability to Protect Intellectual Property

The Corporation's success depends a significant degree upon its ability to develop, maintain and protect proprietary products, services, and technologies. The Corporation may in the future file patent applications in the U.S., Canada, Australia, and selectively in other foreign countries as part of its strategy to protect its proprietary products and technologies. However, patents provide only limited protection of the Corporation's intellectual property. The assertion of patent protection involves complex legal and factual determinations and is therefore uncertain and expensive. The laws of some foreign countries may not protect the Corporation's intellectual property rights to the same extent as the laws of Canada and the U.S. Third parties may also be able to replicate technologies covered by patents that may be obtained by the Corporation in countries in which it does not have patent protection.

There can be no assurances that the steps taken by the Corporation to protect its intangible property, technology and information will be adequate to prevent misappropriation or independent third-party development of the Corporation's intangible property, technology or processes. It is likely that other companies can duplicate a production process or technology system similar to the Corporation's. Other companies may also be able to materially duplicate the Corporation's proprietary technology. To the extent that any of the above would occur, revenue could be negatively affected, and in the future, the Corporation may have to litigate to enforce its intangible property rights, which could result in substantial costs and divert management's attention and other resources.

The Corporation's ability to successfully implement its business plan depends in part on its ability to obtain, maintain and build brand recognition using its trademarks, service marks, trade dress, domain names and other intellectual property rights, including the Corporation's names and logos. If the Corporation's efforts to protect its intellectual property are unsuccessful or inadequate, or if any third party misappropriates or infringes on its intellectual property, the value of its brands may be harmed, which could have a material adverse effect on the Corporation's business and might prevent its brands from achieving or maintaining market acceptance.

The Corporation may be unable to obtain registrations for its intellectual property rights for various reasons, including refusal by regulatory authorities to register trademarks or other intellectual property protections, prior registrations of which it is not aware, or it may encounter claims from prior users of similar intellectual property in areas where it operates or intends to conduct operations. This could harm its image, brand or competitive position and cause the Corporation to incur significant penalties and costs.

Intellectual Property Claims

The Corporation's future success and competitive position depends in part upon its ability to maintain its intellectual property portfolio. There can be no assurance that any patents will be issued on any future patent applications. Even if such patents are issued, there can be no assurance that any patents issued or licensed to the Corporation will not be challenged. The Corporation's ability to establish and maintain a competitive position may be achieved in part by prosecuting claims against others who it believes to be infringing its rights. In addition, enforcement of the Corporation's patents in foreign jurisdictions will depend on the legal procedures in those jurisdictions. Even if such claims are found to be invalid, the Corporation's involvement in intellectual property litigation could have a material adverse effect on its ability to distribute any products that are the subject of such litigation. In addition, the Corporation's involvement in intellectual property litigation could result in significant expense, which could materially adversely affect the use responsibilities, whether or not such litigation is resolved in the Corporation's favour.

Companies that own trademarks and trade secrets often enter into litigation based on allegations of infringement or other violations of intangible property rights. The Corporation may be subject to intangible property rights claims in the future and its products may not be able to withstand any third-party claims or rights against their use. Any intangible property claims, with or without merit, could be time consuming, expensive to litigate or settle and could divert management resources and attention. An adverse determination also could prevent the Corporation from offering its products to others and may require that the Corporation procure substitute products or services.

With respect to any intangible property rights claim, the Corporation may have to pay damages or stop using intangible property found to be in violation of a third party's rights. The Corporation may have to seek a licence for the intangible property, which may not be available on reasonable terms and may significantly increase operating expenses. The technology also may not be available for licence at all. As a result, the Corporation may also be required to pursue alternative options, which could require significant effort and expense. If the Corporation cannot licence or obtain an alternative for the infringing aspects of its business, it may be forced to limit product offerings and may be unable to compete effectively. Any of these results could harm the Corporation's brand and prevent it from generating sufficient revenue or achieving profitability.

Website Accessibility

Internet websites are visible by people everywhere, not just in jurisdictions where the activities described therein are considered legal. As a result, to the extent the Corporation or its customers sells services or products via web-based links targeting only jurisdictions in which such sales or services are compliant with applicable local law, the Corporation may face legal action in other jurisdictions which are not the intended object of any of the Corporation's marketing efforts for engaging in any web-based activity that results in sales into such jurisdictions deemed illegal under applicable laws.

Trade Secrets may be Difficult to Protect

The Corporation's success depends upon the skills, knowledge and experience of its scientific and technical personnel, consultants and advisors, as well as contractors. Because the Corporation operates in a highly competitive industry, it relies in part on trade secrets to protect its proprietary products and processes; however, trade secrets are difficult to protect. The Corporation enters into confidentiality or non-disclosure agreements with its corporate partners, employees, consultants, outside scientific collaborators, developers and other advisors. These agreements generally require that the receiving party keep confidential, and not disclose to third parties, confidential information developed by the receiving party or made known to the receiving party by the Corporation during the course of the receiving party's relationship with the Corporation. These agreements also generally provide that inventions conceived by the receiving party in the course of rendering services to the Corporation will be its exclusive property, and the Corporation enters into assignment agreements to perfect its rights.

These confidentiality, inventions and assignment agreements, where in place, may be breached and may not effectively assign intellectual property rights to the Corporation. The Corporation's trade secrets also could be independently discovered by competitors, in which case the Corporation would not be able to prevent the use of such trade secrets by its competitors. The enforcement of a claim alleging that a party illegally obtained and was using the Corporation's trade secrets could be difficult, expensive and time consuming and the outcome could be unpredictable. The failure to obtain or maintain meaningful trade secret protection could adversely affect the Corporation's competitive position.

Internal Controls

Effective internal controls are necessary for the Corporation to provide reliable financial reports and to help prevent fraud. Although the Corporation will undertake a number of procedures and will implement a number of safeguards, in each case, in order to help ensure the reliability of its financial reports, the Corporation cannot be certain that such measures will ensure that the Corporation will maintain adequate control over financial processes and reporting. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Corporation's results of operations or cause it to fail to meet its reporting obligations. If the Corporation or its auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market's confidence in the Corporation's consolidated financial statements and materially adversely affect the trading price of the Common Shares.

Epidemics and Pandemics

The Corporation faces risks related to health epidemics, pandemics and other outbreaks of communicable diseases, which could significantly disrupt its operations and may materially and adversely affect its business and financial conditions. The Corporation’s business could be adversely impacted by the effects of the COVID-19 pandemic or other epidemics and/or pandemics. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic. The extent to which COVID-19 impacts the Corporation’s business, including its operations and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic (including recommendations from public health officials). In particular, the continued spread of COVID-19 globally could materially and adversely impact the Corporation’s business including without limitation, employee health, workforce productivity, increased insurance premiums, limitations on travel, the availability of experts and personnel and other factors that will depend on future developments beyond the Corporation’s control, which may have a material and adverse effect on its business, financial condition and results of operations. There can be no assurance that the Corporation’s personnel will not be impacted by these pandemic diseases and ultimately see its workforce productivity reduced or incur increased costs as a result of these health risks. Governmental pronouncements may require forced shutdowns of our offices and facilities or the offices and facilities of our customers for extended periods. In addition, the COVID-19 pandemic represents a widespread global health crisis that could adversely affect global economies and financial markets resulting in an economic downturn that could have an adverse effect on the Corporation. If the global response to contain a pandemic or similar event escalates or is unsuccessful, such events may have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Risks Related to the Regulatory Environment

The Corporation's Business is Subject to Regulation

The activities of GetSwift and its subsidiaries are, and will continue to be, regulated as applicable laws continue to change and develop. Achievement of the Corporation's business objectives are contingent, in part, upon compliance with necessary and applicable regulatory requirements enacted by governmental authorities and obtaining all regulatory approvals necessary. Regulatory compliance and the process of obtaining regulatory approval can be costly and time consuming. No assurance can be given that GetSwift or its subsidiaries will be able to maintain the requisite licences, permits, or authorizations to operate its business in all relevant territories. Any delays in obtaining, or failure to obtain regulatory approvals would significantly delay the development of the Corporation's plans and could have a material adverse effect on the business, results of operations and financial condition of the Corporation, or territories in which the

group can operate. Further, the Corporation cannot predict what kind of regulatory requirements the business will be subject to in the future.

There is a Risk of Regulatory or Political Change

Achievement of the Corporation's business objectives is also contingent, in part, upon compliance with other regulatory requirements enacted by governmental authorities and obtaining other required regulatory approvals. The Corporation cannot predict the timeline required to secure all appropriate regulatory approvals for its products or services, or the extent of testing and documentation that may be required by governmental authorities. Any delays in obtaining, or failing to obtain, required regulatory approvals may significantly delay or impact the development of markets, products and sales initiatives and could have a material adverse effect on the business, results of operations and financial condition of the Corporation. The Corporation will incur ongoing costs and obligations related to regulatory compliance. Failure to comply with regulations may result in additional costs for corrective measures, penalties or in restrictions on the Corporation's operations. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Corporation's operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Corporation.

Furthermore, there may be unknown additional regulatory fees and taxes that may be assessed in the future. This could change the net income and return on the Corporation's investments and/or participation in the selected business opportunities.

Risks of Foreign Operations Generally

Certain of the Corporation's interests, operations and customers are located in foreign jurisdictions. As a result, the Corporation is subject to political, economic and other uncertainties, including, but not limited to, nationalization, expropriation of property without fair compensation, cancellation or modification of contract rights, foreign exchange restrictions, currency fluctuations, royalty and tax increases and other risks arising out of foreign governmental sovereignty over the areas in which the Corporation's operations and their suppliers' operations are conducted. The Corporation's operations may also be adversely affected by laws and policies of Canada affecting foreign trade, taxation and investment. In the event of a dispute arising in connection with its operations, the Corporation may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada or enforcing Canadian judgments in foreign jurisdictions. In addition, the Corporation's existing subsidiaries are formed pursuant to, and its operations are governed by, a number of complex legal and contractual relationships. The effectiveness of and enforcement of such contracts and relationships with parties in these jurisdictions cannot be assured. Consequently, the Corporation's foreign activities could be substantially affected by factors beyond the Corporation's control, any of which could have a material adverse effect on the Corporation.

Political Risks Associated with Foreign Operations

GSW’s investments as well as any future investments and joint ventures may be subject to the risks normally associated with any conduct of business in foreign and/or emerging countries including political; civil disturbance risks; changes in laws or policies of particular countries, including those relating to royalties, duties, imports, exports and currency; the cancellation or renegotiation of contracts; the imposition of royalties, net profits payments, tax increases or other claims by government entities, including retroactive claims; a disregard for due process and the rule of law by local courts; the risk of expropriation

and nationalization; delays in obtaining or the inability to obtain necessary governmental permits or the reimbursement of refundable tax from fiscal authorities.

Threats or instability in a country caused by political events including elections, change in govern ment, changes in personnel or legislative bodies, foreign relations or military control present serious political and social risk and instability causing interruptions to the flow of business negotiations and influencing relationships with government officials.

Enforcement of Judgements

Certain of the Corporation's operations and assets are located outside of Canada and its directors and officers reside outside of Canada. Although the directors and officers who reside outside of Canada have appointed an agent for service of process in Canada, it may not be possible for investors to enforce against such person’s judgements obtained in Canadian courts. Investors are advised that it may not be possible for them to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or that resides outside of Canada, even if the party has appointed an agent for service of process.

Involvement in Regulatory or Agency Proceedings, Investigations and Audits

Our business and the business of the third parties with which we do business, requires compliance with many laws and regulations. Failure to comply with these laws and regulations could subject us or such third parties to regulatory or agency proceedings or investigations and could also lead to damages awards, fines and penalties. We, or such third parties, may become involved in a number of government or agency proceedings, investigations and audits. The outcome of any regulatory or agency proceedings, investigations, audits, and other contingencies could harm our reputation or the reputations of the brands that we sell, require us to take, or refrain from taking, actions that could harm our operations or require us to pay substantial amounts of money, harming our financial condition. There can be no assurance that any pending or future regulatory or agency proceedings, investigations and audits will not result in substantial costs or a diversion of management's attention and resources or have a material adverse impact on our business, financial condition and results of operations.

Ongoing Regulatory and Litigation Proceedings

The ongoing proceedings described in this Prospectus under “ Legal Proceedings and Regulatory Actions ” (“ Current Litigation Matters ”) could be material to GSW’s consolidated financial condition or results of operations or the consolidated financial condition or results of operations of the Corporation upon completion of the Arrangement, and could result in substantial costs and diversion of resources from GSW, causing a material adverse effect on its business, financial condition, and results of operations. Because the outcome of such legal matters is inherently uncertain, if one or more such legal matters were to be resolved against GSW or its directors and officers, GSW’s results from operations and financial condition could be materially adversely affected. The Current Litigation Matters may result in an onerous or unfavourable judgment that may not be reversed upon appeal, or in payments of substantial monetary damages or fines, which may be in excess of our capital resources and/or any applicable insurance coverage, or GSW may decide to settle lawsuits on onerous terms or terms that may have a material adverse effect on its ongoing business. Any of these factors, individually or in the aggregate, could have a material adverse effect on GSW’s business, results of operations, cash flows, or liquidity. For a description of the Current Litigation Matters, see “ Legal Proceedings and Regulatory Actions ”.

Global Climate Change

The impacts of human activity on global climate change have attracted considerable public and scientific attention, as well as the attention of governments. Efforts are being made to reduce greenhouse gas emissions and energy consumption, including those from automobiles and other modes of transportation. The added cost of any environmental regulation, taxes, charges, assessments or penalties levied or imposed on our customers in light of these efforts could result in additional costs for our customers, which could lead them to reduce use of our services. There are also a number of legislative and environmental regulatory initiatives internationally that could restrict or negatively impact our operations or increase our costs. Additionally, environmental regulation, taxes, charges, assessments or penalties could be levied or imposed directly on us. Any enactment of laws or passage of regulations regarding greenhouse gas emissions by Australia, Canada, the U.S., or any other jurisdiction we conduct our business in, could adversely affect our operations and financial results.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is an overview, as of the date hereof, of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (the " Tax Act ") that are generally applicable to a beneficial owner of Qualifying Shares who, for the purposes of the application of the Tax Act and at all relevant times: (i) acquired the Qualifying Shares as beneficial owner in exchange for GSW Shares pursuant to the Arrangement; (ii) deals at arm's length and is not affiliated with the Corporation or GSW; and (iii) holds the Qualifying Shares as capital property (referred to as a " Holder " or " Holders "). This overview is intended only to address such Holders. In particular, this overview does not apply to holders of Qualifying Shares who acquire such Option Shares though the exercise of a GSW Option. Qualifying Shares will generally be capital property to a Holder unless they are held in the course of carrying on a business of trading or dealing in securities or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade.

This overview is based on the current provisions of the Tax Act and the regulations thereunder (the " Tax Regulations ") and an understanding of the current administrative policies and assessing practices and policies of the Canada Revenue Agency published in writing prior to the date hereof. This overview takes into account all specific proposals to amend the Tax Act or the Tax Regulations that have been publicly announced by, or on behalf of, the Minister of Finance (Canada) prior to the date hereof (the " Proposed Amendments "). No assurance can be given that the Proposed Amendments will be enacted in the form proposed, or at all. Other than the Proposed Amendments, this summary does not take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.

This overview is not applicable to a Holder: (i) that is a "financial institution", as defined in the Tax Act for the purposes of the mark-to-market rules; (ii) that is a "specified financial institution", as defined in the Tax Act; (iii) an interest in which would be a "tax shelter investment", as defined in the Tax Act; (iv) that has made an election under the Tax Act to determine its Canadian tax results in a foreign currency; (v) that is a “foreign affiliate” (as defined in the Tax Act) of a person resident in Canada or (vi) that enters into, with respect to their Qualifying Shares, a "derivative forward agreement" or "synthetic disposition arrangement", as defined in the Tax Act. Such Holders are advised to obtain their own tax advice.

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of the Qualifying Shares (including dividends, adjusted cost base and proceeds of disposition) must be determined in Canadian dollars based on exchange rates as determined in accordance with the Tax Act.

This overview is provided for information purposes only and is not intended to be, nor should it be construed as, legal or tax advice to any particular Holder. Holders are advised to obtain their own tax advice having regard to their particular circumstances.

Holders Resident in Canada

This portion of the overview applies to a Holder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention, is or is deemed to be resident in Canada (a " Canadian Holder "). Certain Canadian Holders who might not otherwise be considered to hold their Qualifying Shares as capital property may, in certain circumstances, be entitled to have their Qualifying Shares and all other "Canadian securities" (as defined in the Tax Act) owned by such holders, treated as capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act. Such Canadian Holders should consult their own tax advisors for advice with respect to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

Dividends

Dividends received or deemed to be received by a Canadian Holder on the Qualifying Shares will be included in computing the Canadian Holder's income pursuant to the Tax Act. If the Canadian Holder is an individual (other than certain trusts), such dividends will be subject to the "gross-up" and "dividend tax credit" rules normally applicable to taxable dividends received from taxable Canadian corporations. Such dividends will also be subject to the enhanced gross-up and dividend tax credit provisions where the Corporation provides notice to the recipient designating the dividend as an "eligible dividend" pursuant to the Tax Act. There may be limitations on the ability of the Corporation to designate dividends as "eligible dividends". Dividends received or deemed to be received on the Qualifying Shares by a Canadian Holder that is a corporation will generally be deductible in computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a dividend as proceeds of disposition or a capital gain. Canadian Holders that are corporations are advised to obtain their own tax advice having regard to their particular circumstances.

A Canadian Holder that is a "private corporation" (as defined in the Tax Act) or any other corporation controlled by or for the benefit of an individual (other than a trust) or related group of individuals (other than trusts) generally will be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on the Qualifying Shares to the extent that such dividends are deductible in computing the Canadian Holder's taxable income. Canadian Holders to whom these rules may be relevant should consult their own tax advisor.

Dispositions of Qualifying Shares

Upon a disposition or deemed disposition of a Qualifying Share, a capital gain (or loss) will generally be realized by a Canadian Holder in the year of disposition to the extent that the proceeds of disposition exceed (or are less than) the adjusted cost base of the Qualifying Share to the Canadian Holder immediately before the disposition. Any such capital gain (or capital loss) arising from a disposition or deemed disposition is discussed more fully below.

Taxation of Capital Gains and Capital Losses

Generally, in computing its income for a taxation year a Canadian Holder is required to include one-half of the amount of any capital gain realized in the year (a " taxable capital gain "). Subject to and in accordance with the provisions of the Tax Act, a Canadian Holder is required to deduct one-half of the amount of any capital loss realized in a taxation year (an " allowable capital loss ") from taxable capital gains realized in the year by such Canadian Holder. Allowable capital losses in excess of taxable capital gains in a taxation year may be carried back and deducted in any of the three preceding years or carried forward and deducted in any following taxation year against net taxable capital gains realized in such year, in accordance with the provisions of the Tax Act.

Where the Canadian Holder is a corporation, the amount of a capital loss, if any, realized on a disposition of Qualifying Shares may, in certain circumstances, be reduced by the amount of dividends received or deemed to have been received by it on such Qualifying Shares, in accordance with the Tax Act. Similar rules may apply where a Qualifying Share is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Canadian Holders to whom these rules may be applicable are advised to obtain their own tax advice.

A Canadian Holder that is throughout the year a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable for a special tax (refundable in certain circumstances) on "aggregate investment income" (as defined in the Tax Act), which includes amounts in respect of taxable capital gains.

Alternative Minimum Tax

Capital gains realized and dividends received by a Canadian Holder that is an individual or a trust, other than certain specified trusts, may give rise to an alternative minimum tax under the Tax Act. Canadian Holders should consult their own tax advisors with respect to the application of minimum tax.

Eligibility for Investment

The Qualifying Shares are not currently listed on a designated stock exchange, as defined in the Tax Act, and are not currently qualified investments under the Tax Act and the Tax Regulations for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plans and tax-free savings accounts (collectively, “ Registered Plans ”) and deferred profit sharing plans (“ DPSPs ”) (all as defined in the Tax Act). However, it is intended that the Qualifying Shares will be listed on the NEO which is currently a designated stock exchange for the purposes of the Tax Act. Accordingly, the Qualifying Shares may become qualified investments for Registered Plans and DPSPs if and when they are listed on a designated stock exchange (which currently includes the NEO).

Notwithstanding the foregoing, even if the Qualifying Shares become a qualified investment for a Registered Plan, they still may be a “prohibited investment” within the meaning of the Tax Act for the Registered Plan. In such case, the annuitant, holder or subscriber (the “ Controlling Individual ”), as the case may be, of the Registered Plan will be subject to a penalty tax under the Tax Act.

The Qualifying Shares generally will not be a prohibited investment for a Registered Plan provided the Controlling Individual of the Registered Plan: (i) deals at arm’s length with the Corporation for the purposes of the Tax Act; and (ii) does not have a “significant interest” (as defined in the Tax Act for purposes of the prohibited investment rules) in the Corporation. In addition, the Qualifying Shares will not be a prohibited

investment if such shares are “excluded property” (as defined in the Tax Act for purposes of the prohibited investment rules) for the Registered Plan.

Holders wishing to hold the Qualifying Shares in a registered plan are urged to consult their own tax advisor.

Holders Not Resident in Canada

This portion of the overview applies to a beneficial owner of Qualifying Shares who, at all relevant times, for purposes of the Tax Act and any relevant income tax treaty or convention: (i) is neither resident nor deemed to be resident in Canada; and (ii) does not, and is not deemed to, use or hold the Qualifying Shares in carrying on a business in Canada (a " Non-Canadian Holder "). In addition, this discussion does not apply to a Non-Canadian Holder that is an "authorized foreign bank" (as defined in the Tax Act) and special rules, which are not discussed in this summary, may apply to a non-Canadian holder that is an insurer that carries on an insurance business in Canada and elsewhere.

Dispositions of Qualifying Shares

A Non-Resident Holder will not be subject to tax on capital gains under the Tax Act on the disposition of Qualifying Shares unless the Qualifying Shares constitute “taxable Canadian property” of the Non-Resident Holder for purposes of the Tax Act.

Qualifying Shares will generally not constitute taxable Canadian property of a Non-Canadian Holder, unless at any time during the 60 month period immediately preceding the disposition of the Qualifying Shares more than 50% of the fair market value of the Qualifying Shares was derived directly or indirectly from one or any combination of: (a) real or immovable property situated in Canada; (b) "Canadian resources properties" (as defined in the Tax Act); (c) "timber resource properties" (as defined in the Tax Act); and (d) options in respect of, or interests in or for civil law rights in, property described in (a) to (c), whether or not such property exists.

In addition, if at the time of disposition Qualifying Shares are listed on a "designated stock exchange" (as defined in the Tax Act and which currently includes the NEO), Qualifying Shares will generally not constitute taxable Canadian property of a Non-Canadian Holder, unless at any time during the 60 month period immediately preceding the disposition of the Qualifying Shares, the Qualifying Shares met the conditions in the immediately preceding paragraph and, concurrently, (a) the Non-Canadian Holder; (b) persons with whom the Non-Canadian Holder did not deal at arm's length; (c) partnerships in which the Non-Canadian Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; or (d) the Non-Canadian Holder together with such persons, owned 25% or more of the issued shares of any class of the capital stock of the Corporation.

Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, Qualifying Shares which are not otherwise taxable Canadian property could be deemed to be taxable Canadian property. A Non-Canadian Holder contemplating a disposition of Qualifying Shares that may constitute taxable Canadian property should consult their own tax advisor prior to such disposition.

Even if such Qualifying Shares are taxable Canadian property to a Non-Canadian Holder, a taxable capital gain resulting from the disposition of such Qualifying Shares will not be included in computing the NonCanadian Holder’s income for purposes of the Tax Act if the Qualifying Shares constitute “treaty-protected property” for the purposes of the Tax Act. Qualifying Shares owned by a Non-Canadian Holder will generally

be treaty-protected property if the gain from the disposition of such Qualifying Shares would, because of an applicable income tax treaty, be exempt from tax under the Tax Act.

In the event that a Qualifying Share constitutes taxable Canadian property of a Non-Canadian Holder and any capital gain that would be realized on the disposition thereof is not exempt from tax under the Tax Act or pursuant to an applicable income tax convention, the income tax consequences discussed above for Canadian Holders under " Taxation of Capital Gains and Capital Losses " will generally apply to the NonCanadian Holder.

Dividends

Any dividends paid or credited, or deemed to be paid or credited, on the Qualifying Shares to a NonCanadian Holder will be subject to Canadian withholding tax at the rate of 25% of the gross amount of the dividend unless the rate is reduced under the provisions of an applicable income tax convention between Canada and the Non-Canadian Holder's country of residence. Non-Canadian Holders should consult their own tax advisors in this regard.

PROMOTERS

Bane Hunter, a Director and the Chief Executive Officer of both the Corporation and GSW, and Joel Macdonald, a Director and the President of both the Corporation and GSW, are persons who may be considered promoters of the Corporation and GSW. Mr. Hunter and Mr. Macdonald actively participated in the formation and initial management of the Corporation and Mr. Macdonald actively participated in GSW’s founding and otherwise actively contributed to its initial growth and prosperity and continue to be involved in the ongoing management of the Corporation and GSW’s business and their respective ongoing growth and prosperity.

Mr. Hunter has been a promoter of the Corporation since its incorporation and of GSW since 2015, respectively. Mr. Hunter beneficially owns, controls or directs, directly or indirectly, 21,531,627 GSW Shares representing approximately 9.99% of the issued and outstanding GSW Shares on a non-diluted basis. As at December 31, 2020, Mr. Hunter has received an aggregate sum of US$209,625.00 in salary from GSW since June 30, 2020, being the end of GSW’s most recently completed financial year. Upon completion of the Arrangement, Mr. Hunter will beneficially own, control or direct, directly or indirectly, 3,075,946 Common Shares representing approximately 9.99% of the issued and outstanding Common Shares on a non-diluted basis. Mr. Hunter has not been paid any compensation by the Corporation since its incorporation. See also " Executive Compensation ".

Mr. Macdonald has been a promoter of the Corporation and GSW since its incorporation and the incorporation of GSW, respectively. Mr. Macdonald beneficially owns, controls or directs, directly or indirectly, 51,567,357 GSW Shares representing approximately 23.95% of the issued and outstanding GSW Shares on a non-diluted basis. As at December 31, 2020, Mr. Macdonald has received an aggregate sum of US$204,250.00 in salary from GSW since June 30, 2020, being the end of GSW’s most recently completed financial year. Upon completion of the Arrangement, Mr. Macdonald will beneficially own, control or direct, directly or indirectly, 7,366,764 Common Shares representing approximately 23.95% of the issued and outstanding Common Shares on a non-diluted basis. Mr. Macdonald has not been paid any compensation by the Corporation since its incorporation. See also " Executive Compensation ".

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Corporation is not and has at no time since its incorporation on May 19, 2020 been involved in any legal proceedings of any nature. GSW may from time to time become involved in legal proceedings of a nature considered normal to its business. Other than the Current Litigation Matters, which are further described below, we believe that none of the litigation in which GSW is currently involved, or has been involved since June 30, 2020, being the end of the most recently completed financial year of GSW, individually or in the aggregate, is material to its consolidated financial condition or results of operations or expected to become material to the consolidated financial condition or results of operations of the Corporation upon completion of the Arrangement.

Australian Securities and Investments Commission v GetSwift Limited & others Federal Court of Australia VID 146 of 2019

On February 22, 2019, ASIC commenced civil penalty proceedings by filing an Originating Process and a Concise Statement in the Federal Court of Australia against GSW, Joel Macdonald, a director and President of GSW and the Corporation, and Bane Hunter, a director and Chief Executive Officer of GSW and the Corporation. ASIC filed and served an Amended Originating Process and Statement of Claim on March 15, 2019 and amended its claim to include former GSW director and Corporate Counsel, Mr. Brett Eagle, as an additional defendant.

The proceedings brought by ASIC allege that GSW failed to meet its continuous disclosure obligations and engaged in misleading or deceptive conduct in the manner in which it made announcements to the market on the ASX, including in relation to 13 client contracts.

The proceedings also allege that Mr. Macdonald and Mr. Hunter were involved in GSW’s continuous disclosure contraventions, engaged in misleading and deceptive conduct and failed to exercise their powers and discharge their duties as directors of GSW with the required degree of care and diligence (by failing to take all reasonable steps to mitigate the risk of GSW engaging in misleading conduct or not disclosing material information).

ASIC is seeking (i) declarations of contraventions against GSW and each of Mr. Macdonald, Mr. Hunter and Mr. Eagle, (ii) orders disqualifying each of Mr. Macdonald and Mr. Hunter from managing corporations for a period of time to be determined, (iii) pecuniary penalties against GSW in relation to the alleged continuous disclosure contraventions and against Mr. Hunter and Mr. Macdonald in relation to the alleged continuous disclosure contraventions and breach of directors’ duties “in such amount as the Court considers appropriate in respect of each of the declared contraventions”, and (iv) recovery of its costs.

ASIC alleges 20 contraventions of the continuous disclosure provisions of the Australian Corporations Act 2001 (Cth) against GSW, each carrying a maximum penalty of A$1 million.

All defendants are vigorously defending the proceeding.

The trial was conducted between June 15, 2020 and September 30, 2020, including a number of adjournments. The judgment that will be issued at some time after the trial will deal with the question of liability, that is, whether the alleged contraventions occurred. Once the judgment is issued, if the defendants are found liable in respect of any of the alleged contraventions, a separate hearing will occur at a later stage in relation to whether any penalties should be imposed, including the extent and form of any penalties. The parties would then have a right to appeal any orders issued by the Court as part of the liability and/or penalty judgments. It is not expected that the trial judge in the ASIC proceeding will deliver judgment before February 2021 or until the appeal in the Webb Proceeding has been heard and judgment delivered.

Webb v GetSwift Limited & others Federal Court of Australia NSD 580/2018

On February 20, 2018, Squire Patton Boggs commenced an open class representative proceeding in the Federal Court of Australia against GSW and Joel Macdonald (the “ Perera Proceeding ”).

Subsequently, two more open class actions were commenced against GSW and Mr. Macdonald by Corrs Chambers Westgarth (the “ McTaggart Proceeding ”) and Phi Finney McDonald (the “ Webb Proceeding ”), on March 26 and April 13 2018, respectively. The McTaggart Proceeding additionally included Mr. Hunter as a defendant.

Counsel for the plaintiffs in the Perera Proceeding disclosed in open court that the alleged total quantum of its claims was approximately between A$75 million and A$100 million and counsel for plaintiffs in the McTaggart Proceeding disclosed in open court that the alleged total quantum of its claims was approximately between A$120 million and A$140 million. The claim has not been quantified by the applicant in the course of the Webb Proceeding. On May 23, 2018, the Federal Court of Australia ordered that only 1 of the 3 competing class actions filed against GSW could continue (the Webb Proceeding). The decision was appealed and upheld by the Full Court of the Federal Court of Australia. The applicant unsuccessfully sought special leave to appeal to the High Court of Australia, which dismissed the application on April 17, 2019. As a result of the High Court's decision, the judgment of the Full Court is now final and only the Webb Proceeding continues against GSW and Mr. Macdonald.

The Webb Proceeding is filed on behalf of persons who acquired an interest in fully paid GSW Shares during the period from February 24, 2017 until January 19, 2018 and who claim to have suffered loss as the result of the alleged contraventions.

The Webb Proceeding alleges that GSW and Mr. Macdonald engaged in misleading and deceptive conduct and made false and misleading statements in the manner in which they made announcements to the market on the ASX, including in relation to 16 client contracts.

The Webb Proceeding also alleges that GSW failed to meet its continuous disclosure obligations in relation to information about certain client contracts and client contracts generally, and that Mr. Macdonald was involved in the contraventions.

The claim seeks declarations of contraventions against GSW and Mr. Macdonald as well as compensation for loss suffered.

The claim alleges that the contravening conduct caused the market price for GSW Shares to be higher than their true price or the price that would have prevailed if the contravening conduct had not occurred. Therefore, the applicant and group members claim to have suffered resulting loss and that the defendants are liable to compensate them for the amount of the loss and damage suffered by them.

All defendants are vigorously defending the proceeding.

The parties have filed their expert evidence. A further mediation commenced on November 4, 2020 and is ongoing. The parties are otherwise in the process of preparing for trial.

The judge who is currently listed to hear the trial in the Webb Proceeding is the same judge who heard the trial in the ASIC proceeding. GSW and Mr. Macdonald filed an interlocutory application seeking that the matter be reallocated to a different judge. An interlocutory hearing occurred on August 13, 2020 in that regard. Judgment was delivered on September 9, 2020. The application was dismissed and the parties were given leave to appeal the judgment. GSW and Mr. Macdonald lodged an appeal on September 23, 2020 that is listed to be heard by the Full Court of the Federal Court on February 15, 2021.

At the interlocutory hearing on August 13, 2020, the trial date, that was previously scheduled for September 14, 2020, was vacated. A new trial date has not been set.

On August 14, 2020 the applicant filed an application seeking asset notification orders (the “ Asset Notification Application ”). The hearing of the Asset Notification Application was adjourned pending the outcome of GSW’s Scheme of Arrangement. GSW agreed, on a without admissions basis, that up until the hearing or determination of the Asset Notification Application, it would provide the applicant with at least 3 business days’ notice before implementing any decision: (i) that GSW will acquire any interest in a third party; (ii) that GSW will acquire any asset or interest in an asset where the consideration payable is in excess of A$1 million; or (iii) that GSW will transfer any of its assets to a related body corporate, in each case where the implementation of that decision would involve the transfer to a place outside Australia of any assets of the first respondent that are currently held in Australia.

Following the provision of undertakings to the plaintiff in the Webb Proceeding in response to objections to the Arrangement raised at the Second Court Hearing, the plaintiff has discontinued the Asset Notification Application. Accordingly, the hearing of that application has been vacated.

Provision of Undertakings to the Federal Court of Australia

In response to the objections raised at the Second Court Hearing by counsel representing ASIC and the plaintiff in the Webb Proceeding, the Corporation delivered an undertaking to the Court, pursuant to which the Corporation undertakes to (i) not take any steps to wind up GSW, (ii) indemnify GSW in respect of any pecuniary penalties or other monetary liabilities that are ultimately ordered against GSW in any adverse judgment in either the Webb Proceeding or the ASIC proceeding, including any order against GSW pursuant to section 91 of the ASIC Act, and (iii) submit to the jurisdiction of the Federal Court of Australia in respect of the undertaking. The Corporation executed the Undertaking Deed Poll, under which the Corporation has covenanted to provide GSW with sufficient funds to discharge its liabilities to the extent that GSW is unable to discharge them as and when they fall due, until such time as any adverse judgment in the Webb Proceeding or ASIC proceeding, or any order under section 91 of the ASIC Act in respect of the ASIC Proceeding, has been satisfied or the proceedings are otherwise resolved on a final basis. In addition, GSW provided an undertaking to the Court, Mr. Raffaele Webb and ASIC, pursuant to which GSW undertakes to take all reasonable and practicable steps to enforce GSW’s rights under the Undertaking Deed Poll in the event that the Corporation fails to meet any of its obligations thereunder.

Provision of Undertakings to the British Columbia Securities Commission

The Corporation has undertaken to inform the British Columbia Securities Commission, following the receipt for this Prospectus from the Commission, of any material changes or updates with respect to the civil proceedings in Australia as soon as practicable thereafter. In addition, Mr. Hunter and Mr. Macdonald each proposed and undertook to complete a course offered by Simon Fraser University with respect to the financing, governance, and compliance responsibilities of public companies within six months of the receipt for this Prospectus. Mr. Hunter and Mr. Macdonald each completed the course entitled Public Companies: Financing, Governance, and Compliance on September 25, 2020.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No insider, director or executive officer of the Corporation or GSW and no associate of any director, executive officer, or insider has any material interest, direct or indirect, in any transaction of either the Corporation or GSW within the three years before the date of this Prospectus that has materially affected or is reasonably expected to materially affect the Corporation or GSW, as applicable.

100

AUDITORS

The auditor of the Corporation is RSM Alberta LLP, having its principal office at 1400, 777 8[th] Avenue SW, Calgary, Alberta, T2P 3R5.

REGISTRAR AND TRANSFER AGENT

The registrar and transfer agent of the Corporation is Computershare Investor Services Inc., having its principal office at 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1.

MATERIAL CONTRACTS

Except for contracts entered into in the ordinary course of business, the only material contracts which the Corporation has entered into since its incorporation are the Arrangement Agreement, the Deed Poll, the Amended LDA Agreement and the Undertaking Deed Poll. Except for contracts entered into in the ordinary course of business, the only material contracts which GSW has entered into since July 1, 2019, being the first day of its most recently completed fiscal year, are the Logo Acquisition Agreement, the LDA Agreement, the Arrangement Agreement, the Deed Poll, and the Amended LDA Agreement.

Copies of the Logo Acquisition Agreement, the Arrangement Agreement, the Deed Poll, the Amended LDA Agreement and the Undertaking Deed Poll will be available for inspection at the Corporation’s registered office, during normal business hours and will be available on the Corporation's SEDAR profile at www.sedar.com.

INTEREST OF EXPERTS

There is no person or company whose profession or business gives authority to a report, valuation, statement or opinion made by such person or company and who is named as having prepared or certified a report, valuation, statement or opinion in this prospectus other than RSM Australia Partners and RSM Alberta LLP.

Our current independent auditor is RSM Alberta LLP. RSM Alberta LLP has confirmed that it is independent of the Corporation within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Alberta.

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SCHEDULE "A" – GETSWIFT FINANCIAL STATEMENTS

The following financial statements of the Corporation have been prepared in accordance with IFRS and are attached hereto:

Audited financial statements of the Corporation for the year ended June 30, 2020.
Unaudited interim financial statements of the Corporation for the three months ended September 30, 2020.

A-1

GetSwift Technologies Limited

Financial Statements

(Expressed in Canadian Dollars)

June 30, 2020

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INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of GetSwift Technologies Limited

Opinion

We have audited the financial statements of GetSwift Technologies Limited (the "Company"), which comprise the statement of financial position as at June 30, 2020, and the statements of changes in shareholder's equity and cash flows for the period from incorporation on May 19, 2020 to June 30, 2020, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2020, and its financial performance and its cash flows for the period from incorporation on May 19, 2020 to June 30, 2020, in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are 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 Canadian generally accepted 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 these financial statements.

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As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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Chartered Professional Accountants January 4, 2021 Calgary, Alberta

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GetSwift Technologies Limited

Statement of Financial Position

(Expressed in Canadian Dollars) As at June 30, 2020

Assets

Current
Cash (Note	4)	$	10
		$	10

Liabilities and Shareholders' Equity

Shareholder’s Equity
Share capital (Note 4)	$	10
	$	10

Subsequent events (note 6)

See accompanying notes to the financial statements

Approved by the Board of Directors

“ ” (signed) Carl Mogridge , Director (Signed)

(signed) “Joel MacDonald”, Director (Signed)

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GetSwift Technologies Limited

Statement of Changes in Shareholder’s Equity

(Expressed in Canadian Dollars)

Period from incorporation on May 19, 2020 to June 30, 2020

Issuance of preferred share	$	10
Total share capital	$	10

See accompanying notes to the financial statement

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GetSwift Technologies Limited

Statement of Changes in Cash Flows

(Expressed in Canadian Dollars)

Period from incorporation on May 19, 2020 to June 30, 2020

Cash flows from financing activities:
Issuance of preferred share	$	10
Increaseincash, being cashend ofperiod	$	10

See accompanying notes to the financial statements

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GetSwift Technologies Limited Notes to Financial Statements (Expressed in Canadian Dollars) June 30, 2020

1. NATURE OF OPERATIONS

GetSwift Technologies Limited (the "Corporation") was incorporated under the British Columbia Business Corporations Act on May 19, 2020. The Corporation intends to acquire all of the issued and outstanding shares of GetSwift Limited in exchange for share capital of the Corporation, representing a reverse-takeover.

On January 30, 2020, the World Health Organization declared the coronavirus outbreak (“COVID19”) a “Public Health Emergency of International Concern” and on March 11, 2020, declared COVID19 a pandemic. The outbreak of COVID-19, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the successful completion of the contemplated transaction or potential delays in the timing of closing a transaction and condition of the Corporation in future periods.

The Corporation's head office is located at 1185 Avenue of the Americas, 3[rd] Floor, New York, New York, 10036.

The Corporation has not commenced operations as of June 30, 2020, accordingly a statement of income and comprehensive income has not been presented.

On January 4, 2021, the Board of Directors approved the June 30, 2020 financial statements.

2. BASIS OF PRESENTATION

Statement of Compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretation Committee.

Basis of Preparation

The financial statements are presented in Canadian dollars, which is the Corporation's functional and reporting currency.

The financial statements are prepared on a historical cost basis except for financial instruments classified as fair value through profit or loss ("FVTPL"), which are stated at their fair value.

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Notes to Financial Statements (Expressed in Canadian Dollars) June 30, 2020

GetSwift Technologies Limited

3. SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Corporation have been prepared in accordance with IFRS within the framework of the significant accounting policies described below:

Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and liabilities are recognized when the Corporation becomes a party to the contractual provisions of the instrument.

Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Corporation has transferred substantially all risks and rewards of ownership. Financial assets and liabilities are offset and the net amount is reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.

i) Financial assets

Classification

The Corporation classifies its financial assets in the following measurement categories:

Those to be measured subsequently at fair value (either through other comprehensive income (“OCI”) or through profit or loss); and
Those to be measured at amortized cost.

At present, the Corporation classifies all financial assets as held at amortized cost. Cash is classified as a financial asset.

Measurement

At initial recognition, the Corporation measures a financial asset at its fair value plus, in the case of a financial asset not at FVTPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Financial assets are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Subsequent measurement of financial assets depends on their classification. There are three measurement categories under which the Corporation classifies its financial assets:

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included as finance income using the effective interest rate method.

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GetSwift Technologies Limited Notes to Financial Statements (Expressed in Canadian Dollars) June 30, 2020

3. SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Fair value through OCI (“FVOCI”): Debt instruments that are held for collection of contractual cash flows and for selling the debt instruments, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains and losses, interest revenue, and foreign exchange gains and losses which are recognized in profit or loss. When the debt instrument is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in other gains (losses). Interest income from these debt instruments is included as finance income using the effective interest rate method.
Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. A gain or loss on an investment that is subsequently measured at FVTPL is recognized in profit or loss and presented net as revenue in the statement of income and comprehensive income in the period in which it arises.

ii) Financial liabilities

A financial liability is classified as at FVTPL if it is classified as held-for-trading or is designated as such on initial recognition. Directly attributable transaction costs are recognized in profit or loss as incurred. The fair value changes to financial liabilities at FVTPL are presented as follows: where the Corporation optionally designates financial liabilities at FVTPL the amount of change in the fair value that is attributable to changes in the credit risk of the liability is presented in OCI; and the remaining amount of the change in the fair value is presented in profit or loss. The Corporation does not designate any financial liabilities at FVTPL.

Other non-derivative financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest method.

At present, the Corporation has no financial liabilities.

4. SHARE CAPITAL

Authorized:

Unlimited Voting Common Shares Unlimited Voting Preferred Shares

Issued:

	Number of	Capital
	preferred	Stock
	shares	$
Preferred shares issued for cash (i)	1	10
Balance,June 30,2020	1	10

(i) Initial preferred share issuance on incorporation

On June 30, 2020, the Corporation issued 1 preferred share to a director for $10.

-9-

Notes to Financial Statements (Expressed in Canadian Dollars) June 30, 2020

GetSwift Technologies Limited

5. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Corporation includes equity, comprised of the issued preferred share, in the definition of capital.

The Corporation's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund potential acquisitions. To secure the additional capital necessary to pursue these plans, the Corporation may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The Corporation is not subject to externally imposed capital requirements.

6. SUBSEQUENT EVENTS

On January 4, 2021, the Corporation completed a non-offering prospectus to qualify up to 30,764,917 common shares and 1,388,167 option shares of the Corporation for distribution. Under the terms of the arrangement, the shares will be issued in exchange for all of the issued and outstanding fully paid ordinary shares of GetSwift Limited, an Australian public company.

-10-

GetSwift Technologies Limited

Interim Financial Statements

(Expressed in Canadian Dollars)

September 30, 2020

(unaudited)

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AUDITOR’S INTERIM REVIEW REPORT

777 8 Ave SW Suite 1400 Calgary, AB T2P 3R5 O +1 403 298 1500 F +1 403 298 5814 rsmcanada.com

To the Board of Directors of GetSwift Technologies Limited

Dear Sirs / Mesdames:

In accordance with our engagement letter dated October 29, 2020, we have performed an interim review of the statement of financial position of GetSwift Technologies Limited as at September 30, 2020. These financial statements are the responsibility of GetSwift Technologies Limited management.

We performed our interim review in accordance with Canadian generally accepted standards for a review of interim financial statements by an entity's auditor. An interim review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements. Accordingly, we do not express such an opinion. An interim review does not provide assurance that we would become aware of any or all significant matters that might be identified in an audit.

Based on our interim review, we are not aware of any material modification that needs to be made for these interim financial statements to be in accordance with the International Financial Reporting Standards.

This report is solely for the use of the Board of Directors of GetSwift Technologies Limited, to assist it in discharging its regulatory obligation to review these financial statements, and should not be used for any other purpose.

Chartered Professional Accountants

January 4, 2021

Calgary, Alberta

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GetSwift Technologies Limited

Interim Statement of Financial Position

(Expressed in Canadian Dollars)

As at September 30, 2020

(unaudited)

		September 30,		June 30,
		2020		2020
Assets
Current
Cash (Note 4)	$	10	$	10
	$	10	$	10

Liabilities and Shareholders' Equity
Shareholder’s Equity
Share capital (Note 7)	$	10	$ 10
	$	10	$10

Subsequent events (note 6)

See accompanying notes to the financial statements

Approved by the Board of Directors

“ ” (signed) Carl Mogridge , Director (Signed)

(signed) “Joel MacDonald”, Director (Signed)

-3-

GetSwift Technologies Limited Notes to Interim Financial Statements (Expressed in Canadian Dollars) September 30, 2020 (unaudited)

1. NATURE OF OPERATIONS

GetSwift Technologies Limited (the "Corporation") was incorporated under the British Columbia Business Corporations Act on May 19, 2020. The Corporation intends to acquire all of the issued and outstanding shares of GetSwift Limited in exchange for share capital of the Corporation, representing a reverse-takeover.

The Corporation's head office is located at 1185 Avenue of the Americas, 3[rd] Floor, New York, New York, 10036.

The Corporation has not commenced operations as of September 30, 2020, accordingly a statement of income and comprehensive income has not been presented. There were no changes to shareholder’s equity or cash flows during the three month period ended September 30, accordingly statements of changes in shareholder’s equity and cash flows have not been presented.

On January 4, 2021, the Board of Directors approved the September 30, 2020 financial statements.

2. BASIS OF PRESENTATION

Statement of Compliance

Basis of Preparation

The financial statements are presented in Canadian dollars, which is the Corporation's functional and reporting currency.

The financial statements are prepared on a historical cost basis except for financial instruments classified as fair value through profit or loss ("FVTPL"), which are stated at their fair value.

-4-

GetSwift Technologies Limited

Notes to Interim Financial Statements (Expressed in Canadian Dollars) September 30, 2020 (unaudited)

3. SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Corporation have been prepared in accordance with IFRS within the framework of the significant accounting policies described below:

Financial Instruments

i) Financial assets

Classification

The Corporation classifies its financial assets in the following measurement categories:

Those to be measured subsequently at fair value (either through other comprehensive income (“OCI”) or through profit or loss); and
Those to be measured at amortized cost.

At present, the Corporation classifies all financial assets as held at amortized cost. Cash is classified as a financial asset.

Measurement

Subsequent measurement of financial assets depends on their classification. There are three measurement categories under which the Corporation classifies its financial assets:

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included as finance income using the effective interest rate method.

-5-

GetSwift Technologies Limited Notes to Interim Financial Statements (Expressed in Canadian Dollars) September 30, 2020 (unaudited)

3. SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Fair value through OCI (“FVOCI”): Debt instruments that are held for collection of contractual cash flows and for selling the debt instruments, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains and losses, interest revenue, and foreign exchange gains and losses which are recognized in profit or loss. When the debt instrument is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in other gains (losses). Interest income from these debt instruments is included as finance income using the effective interest rate method.
Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. A gain or loss on an investment that is subsequently measured at FVTPL is recognized in profit or loss and presented net as revenue in the statement of income and comprehensive income in the period in which it arises.

ii) Financial liabilities

At present, the Corporation has no financial liabilities.

4. SHARE CAPITAL

Authorized:

Unlimited Voting Common Shares Unlimited Voting Preferred Shares

Issued:
	Number of	Capital
	preferred	Stock
	shares	$
Preferred shares issued for cash (i)	1	10
Balance,June 30,2020 and September 30,2020	1	10

(i) Initial preferred share issuance on incorporation

On June 30, 2020, the Corporation issued 1 preferred share to a director for $10.

-6-

GetSwift Technologies Limited Notes to Interim Financial Statements

(Expressed in Canadian Dollars) September 30, 2020 (unaudited)

5. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Corporation includes equity, comprised of the issued preferred share, in the definition of capital.

The Corporation is not subject to externally imposed capital requirements.

6. SUBSEQUENT EVENTS

-7-

SCHEDULE "B" – GSW FINANCIAL STATEMENTS & MD&A

The following financial statements of GSW have been prepared in accordance with IFRS and are attached hereto:

Audited consolidated statements of loss and comprehensive loss for years ended June 30, 2020, June 30, 2019, and June 30, 2018, including notes thereto.
Management's discussion and analysis for the years ended June 30, 2020, June 30, 2019, and June 30, 2018.
Unaudited consolidated interim financial statements of GSW for the three months ended September 30, 2020.
Management's discussion and analysis for the three months ended September 30, 2020.

D-1

GetSwift Limited ABN 57 604 611 556

Audited financial report for the year ended 30 June 2020

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AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of GetSwift Limited for the year ended 30 June 2020 I declare that, to the best of my knowledge and belief, there have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.

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RSM AUSTRALIA PARTNERS

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M PARAMESWARAN Partner

Dated: 31 August 2020 Melbourne, Victoria

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GetSwift Limited

ABN 57 604 611 556

Annual financial report - 30 June 2020

Financial statements
Consolidated statement of profit or loss and other comprehensive income	30
Consolidated statement of financial position	31
Consolidated statement of changes in equity	33
Consolidated statement of cash flows (direct method)	35
Notes to the financial statements	36
Directors' declaration	91

These financial statements are consolidated financial statements for the group consisting of GetSwift Limited and its subsidiaries. A list of major subsidiaries is included in note 13.

The financial statements are presented in the Australian currency.

GetSwift Limited is a company limited by shares, incorporated and domiciled in Australia.

Its registered office is:

Level 12, 225 George Street Sydney NSW 2000

Its principal place of business is:

GetSwift Limited 1185 6th Avenue New York NY 10036

The financial statements were authorised for issue by the directors on 31 August 2020. The directors have the power to amend and reissue the financial statements.

GetSwift Limited

GetSwift Limited Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2020

Notes Revenue from contracts with customers 2 Other income 3(a) Other gains 3(b) Employee benefits expenses 3(c) General and administrative expenses 3(c) Operating expenses 3(c) Share-based payment expenses 17(b) Operating loss Loss before income tax Income tax expense 4 Loss for the period Other comprehensive income Items that may be reclassified to profit or loss: Exchange differences on translation of foreign operations 7(b) Total comprehensive loss for the period Total comprehensive income for the period is attributable to: Owners of GetSwift Limited Non-controlling interests Loss per share for loss attributable to the ordinary equity holders of the company: Basic and diluted loss per share 19	2020 $ 2019 $ 24,962,375 2,139,816 1,626,923 1,680,269
	26,589,298 3,820,085
	1,790,135 5,184,260 (13,039,084) (10,124,988) (29,315,524) (16,821,268) (15,499,278) - (1,691,477) (1,551,994)
	(31,165,930) (19,493,905)
	(31,165,930) (19,493,905) (169,140) -
	(31,335,070) (19,493,905) 94,053 (855,825)
	(31,241,017) (20,349,730)
	(31,485,345) (20,349,730) 244,328 -
	(31,241,017) (20,349,730)
	Cents Cents (16.56) (10.34)

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

GetSwift Limited

GetSwift Limited Consolidated statement of financial position As at 30 June 2020

Notes ASSETS Current assets Cash and cash equivalents 5(a) Trade and other receivables 5(b) Inventories 6(c) Other current assets 6(d) Total current assets Non-current assets Plant and equipment 6(a) Intangible assets 6(b) Deferred tax assets 4(c) Other assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables 5(c) Contract liabilities 5(f) Employee benefit obligations 6(f) Warranty provisions 6(g) Other current liabilities 6(e) Total current liabilities Non-current liabilities Deferred tax liabilities 4(c) Employee benefit obligations 6(f) Warranty provisions 6(g) Other non-current liabilities 6(h) Total non-current liabilities Total liabilities Net assets	2020 $ 2019 $ 33,949,125 68,809,011 15,251,506 1,318,925 2,410,762 - 3,302,611 299,637
	54,914,004 70,427,573
	1,917,103 175,565 18,886,914 7,923,406 47,117 - 189,926 114,162
	21,041,060 8,213,133
	75,955,064 78,640,706
	20,888,872 4,470,716 446,303 50,728 142,559 77,389 401,471 - 833,725 -
	22,712,930 4,598,833
	1,560,051 - 10,640 10,640 802,941 - 476,377 -
	2,850,009 10,640
	25,562,939 4,609,473
	50,392,125 74,031,233

The above consolidated statement of financial position should be read in conjunction with the accompanying notes. GetSwift Limited 31

GetSwift Limited Consolidated statement of financial position As at 30 June 2020

(continued)

Notes EQUITY Share capital 7(a) Other reserves 7(b) Accumulated losses Non-controlling interests 13(b) Total equity	2020 $ 2019 $ 103,839,824 103,242,031 6,241,185 5,054,277 (65,892,398) (34,265,075) 6,203,514 -
	50,392,125 74,031,233

Total equity

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

GetSwift Limited

GetSwift Limited Consolidated statement of changes in equity For the year ended 30 June 2020

Attributable to owners of GetSwift Limited

					Non-
				Accumulated	controlling	Total
		Share capital	Other reserves	losses	interests	equity
	Notes	$	$	$	$	$
Balance at 1 July 2018		103,242,031	4,358,108	(14,771,170)	-	92,828,969
Loss for the period		-	-	(19,493,905)	-	(19,493,905)
Other comprehensive loss		-	(855,825)	-	-	(855,825)
Total comprehensive loss for
the period		-	(855,825)	(19,493,905)	-	(20,349,730)
Transactions with owners in
their capacity as owners:
Options
issued/expensed/exercised	7(b)(ii)	-	1,898,621	-	-	1,898,621
Options lapsed	7(b)(ii)	-	(735,958)	-	-	(735,958)
Performance rights
issued/expensed	7(b)(iii)	-	468,017	-	-	468,017
Performance rights expensed		-	(78,686)	-	-	(78,686)
		-	1,551,994	-	-	1,551,994
Balance at 30 June 2019		103,242,031	5,054,277	(34,265,075)	-	74,031,233

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. GetSwift Limited 33

GetSwift Limited Consolidated statement of changes in equity For the year ended 30 June 2020 (continued)

		Attributable to owners	Attributable to owners	of
			GetSwift Limited
					Non-
				Accumulated	controlling	Total
		Share capital	Other reserves	losses	interests	equity
	Notes	$	$	$	$	$
Balance at 1 July 2019		103,242,031	5,054,277	(34,265,075)	-	74,031,233
Change in accounting policy	22	-	-	(47,925)	-	(47,925)
Restated total equity at 1 July
2019		103,242,031	5,054,277	(34,313,000)	-	73,983,308
(Loss)/profit for the period		-	-	(31,579,398)	244,328	(31,335,070)
Other comprehensive gain		-	94,053	-	-	94,053
Total comprehensive
income/(loss) for the period		-	94,053	(31,579,398)	244,328	(31,241,017)
Transactions with owners in
their capacity as owners:
Contributions of equity, net of
transaction costs and tax	7(a)	(711,444)	-	-	-	(711,444)
Options
issued/expensed/exercised	7(b)(ii)	1,309,237	122,530	-	-	1,431,767
Performance rights expensed	7(b)(iii)	-	970,325	-	-	970,325
Non-controlling interests on
acquisition		-	-	-	5,959,186	5,959,186
		597,793	1,092,855	-	5,959,186	7,649,834
Balance at 30 June 2020		103,839,824	6,241,185	(65,892,398)	6,203,514	50,392,125

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

GetSwift Limited 34

GetSwift Limited Consolidated statement of cash flows For the year ended 30 June 2020

Notes Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Income taxes paid Research and development tax incentive received Interest paid Net cash (outflow) from operating activities 8(a) Cash flows from investing activities Payments for financial assets at amortised cost Payments for plant and equipment 6(a) Payment for acquisition of business 12 Payments for other assets Proceeds from transfer of financial assets at amortised cost Deferred consideration payments Other acquisition payments Interest received Net cash (outflow) inflow from investing activities Cash flows from financing activities Principal elements of lease payments Financing for LDA facility Net cash (outflow) from financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of year 5(a)	2020 $ 2019 $ 15,187,764 1,755,386 (41,993,832) (28,725,307) (169,140) - 242,963 158,761 (58,190) (1,391)
	(26,790,435) (26,812,551)
	- (1,271,712) (27,109) (176,615) (8,647,894) (6,976,309) (77,869) (31,932) - 66,116,055 (933,410) - (200,000) - 1,166,122 1,768,752
	(8,720,160) 59,428,239
	(661,801) - (874,253) -
	(1,536,054) -
	(37,046,649) 32,615,688 68,809,011 35,844,755 2,186,763 348,568
	33,949,125 68,809,011

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

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

Contents of the notes to the financial statements

		Page
1	Segment information	37
2	Revenue from contract with customers	38
3	Other income and expense items	39
4	Income tax expense	41
5	Financial assets and financial liabilities	42
6	Non-financial assets and liabilities	47
7	Equity	54
8	Cash flow information	58
9	Critical estimates and judgements	59
10	Financial risk management	61
11	Capital management	66
12	Business combination	66
13	Interests in other entities	69
14	Contingent liabilities	71
15	Events occurring after the reporting period	72
16	Related party transactions	73
17	Share-based payments	74
18	Remuneration of auditors	76
19	Loss per share	77
20	Parent entity financial information	78
21	Summary of significant accounting policies	80
22	Changes in accounting policies	88

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

1 Segment information

During the current financial period, on 31 January 2020, the group acquired 60% of the shares in Logo D.O.O. Belgrade. For further details, refer to note 12.

During the financial year, approximately 35% of the revenue was generated from one customer (2019: nil).

Post-acquisition, during the second half of the financial period, the group conducted a review of internal reporting to the CEO (the Chief Operating Decision Maker (CODM)) and identified two primary reporting segments in assessing performance and determining the allocation of resources.

The segment disclosure replicates the manner in which the CODM monitors the business performance. The CODM monitors business performance within a segment at loss before income tax and is measured consistently with profit or loss in the consolidated financial statements.

Through its two operating segments, "Technology Subscription Services" and "Communication Technology Services", the company derives revenue from contracts with its clients by offering a suite of software products and services focused on business and logistics and automation, data management and analysis, communications, information security, and infrastructure optimisation and also includes e-commerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimisation, cash management, task management shift management, asset track, real-time alerts, cloud communications, and communications infrastructure products and services including consulting, design, construction, and maintenance. GetSwift’s offerings are used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.

(a) Segment results

30 June 2020 Revenue from contracts with customers Other income Other gains Segment expense Segment expense Operating loss/income Income tax (expense)/benefit Total loss/income for the period a Assets Total segment assets Total assets	Technology subscription services Communication technology services Corporate and administration Total $ $ $ $ 5,397,632 19,564,743 - 24,962,375 242,963 217,838 1,166,122 1,626,923 - (39,012) 1,829,147 1,790,135
	5,640,595 19,743,569 2,995,269 28,379,433
	(2,255,978) (18,150,975) (39,138,410) (59,545,363)
	(2,255,978) (18,150,975) (39,138,410) (59,545,363)
	3,384,617 1,592,594 (36,143,141) (31,165,930) - (251,748) 82,608 (169,140)
	3,384,617 1,340,846 (36,060,533) (31,335,070)
	1,360,368 17,996,570 56,598,126 75,955,064
	1,360,368 17,996,570 56,598,126 75,955,064

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

1 Segment information (continued)

(a) Segment results (continued)

30 June 2020 Liabilities Total segment liabilities Total liabilities	Technology subscription services Communication technology services Corporate and administration Total $ $ $ $ 2,056,075 13,797,153 9,709,711 25,562,939
	2,056,075 13,797,153 9,709,711 25,562,939

2 Revenue from contract with customers

(a) Disaggregation of revenue from contracts with customers

The group derives revenue from the transfer of services over time and at a point in time in the following geographical regions:

2020 Point in time Subscription services Sale of products Sale of finished products and services Over time Subscription services Sale of finished goods and services Total revenue 2019 Over time Subscription services Sale of finished goods and services Total revenue	Asia Pacific Americas EMEA Total $ $ $ $ 98,980 398,955 203,796 701,731 - - 14,667,096 14,667,096 - - 3,448,503 3,448,503
	98,980 398,955 18,319,395 18,817,330
	346,156 3,662,819 686,927 4,695,902 - - 1,449,143 1,449,143
	346,156 3,662,819 2,136,070 6,145,045
	445,136 4,061,774 20,455,465 24,962,375
	Asia Pacific Americas EMEA Total $ $ $ $ 100,378 194,612 146,949 441,939 410,858 1,170,268 116,751 1,697,877
	511,236 1,364,880 263,700 2,139,816
	(511,236) (1,364,880) (263,700) (2,139,816)

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

2 Revenue from contract with customers (continued)

(b) Accounting policies and significant judgements

Delivery management services revenue is recognised either at a point in time when the service request is facilitated, or over time as services are provided, based upon the applicable rates within contractual customer agreements, typically ranging from 1-2 years. For contracted customers, any set-up or software customisation fees are allocated on a straight-line basis over the term of the contract.

For sales of products alone, and contracts to deliver products and services, revenue is recognised when or as the products or services are transferred to a customer, based upon an evidenced agreement. Before recognising revenue, the separate performance obligations are identified, and the contractual transaction price is identified and allocated to the performance obligations. Then, revenue is recognised when or as each performance obligation is satisfied - that is, at a point in time or over time.

Revenue relating to construction or upgrade services under service concession arrangements is recognised over time, consistent with accounting policies on recognising revenue on construction contracts. Operating or service revenue is recognised in the period in which the services are provided. If the service concession arrangement contains more than one performance obligation, the consideration is allocated with reference to the relative stand-alone selling price of the services delivered.

3 Other income and expense items

(a) Other income

		2020	2019
	Notes	$	$
Interest income		1,166,122	1,521,508
Research and development tax incentive	3(a)(i)	242,963	158,761
Other items		217,838	-
		1,626,923	1,680,269

(i) R&D tax incentive

(b) Other gains

(b) Other gains
Notes Net gain on disposal of property, plant and equipment 6(a) Net foreign exchange gains Other items	2020 $ 2019 $ 4,499 - 1,833,378 5,184,260 (47,742) -
	1,790,135 5,184,260

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020 (continued)

3 Other income and expense items (continued) (c) Breakdown of expenses

(c) Breakdown of expenses
General and administrative expenses Advertising and marketing Amortisation Bad debts Contingent consideration expense Depreciation Finance costs Insurance Legal fees Occupancy Professional fees Provision expenses Technology contractors Travel and entertainment Website expenses Other expenses Employee benefits expenses Salaries, bonuses and directors' fees Superannuation and 401(k) Other Operating expenses Materials Services Warranty provisions net	2020 $ 2019 $ 1,193,129 806,173 2,355,385 502,930 312,507 36,747 533,392 - 843,313 64,157 228,315 28,362 1,604,863 1,146,036 12,822,641 5,865,796 307,503 751,403 2,670,836 1,880,810 467,672 - 2,082,739 2,773,256 472,221 863,733 1,759,516 824,802 1,661,492 1,277,063
	29,315,524 16,821,268
	11,687,812 9,073,839 371,716 315,341 979,556 735,808
	13,039,084 10,124,988
	13,961,560 - 1,915,644 - (377,926) -
	15,499,278 -

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

4 Income tax expense

(a) Numerical reconciliation of income tax expense to prima facie tax payable

(a) Numerical reconciliation of income tax expense to prima facie tax payable
Loss from continuing operations before income tax expense Tax at the Australian tax rate of 27.5% (2019: 27.5%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: R&D tax incentive Accrued interest income Blackhole expenditure (Section 40-880, ITAA 1997) Employee leave provisions Stock provision Bonus provision Entertainment Legal Fees Share-based payments Superannuation liability Unrealised currency (gains)/losses Subtotal Difference in overseas tax rates Tax losses and other timing differences for which no deferred tax asset is recognised Income tax expense (b) Tax losses Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit @ 27.5% (c) Deferred tax balances (i) Deferred tax assets The balance comprises temporary differences attributable to: Fixed assets	2020 $ 2019 $ (31,165,930) (19,493,905) (8,570,631) (5,360,824) (66,815) (43,659) - 67,992 (513,345) (139,376) 812 15,236 11,000 - 118,223 (121,612) 18,433 16,808 1,869,847 - 465,156 426,798 12,093 1,512 (504,151) (1,425,672)
	(7,159,378) (6,562,797) 45,507 6,364 7,283,011 6,556,433
	169,140 -
	30,996,790 19,493,905 2020 $ 2019 $ 55,850,392 29,366,712
	15,358,858 8,075,846
	2020 $ 2019 $ 47,117 -

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

4 Income tax expense (continued) (c) Deferred tax balances (continued) (ii) Deferred tax liabilities The balance comprises temporary differences attributable to: Acquired from business combination - Logo Intangible assets Closing balance (d) Income tax payable Income tax payable 5 Financial assets and financial liabilities (a) Cash and cash equivalents Current assets Cash at bank and in hand Other cash and cash equivalents	2020 $ 2019 $ 1,643,573 - (82,520) -
	1,561,053 -
	2020 $ 2019 $ 530,216 -
	2020 $ 2019 $ 33,949,125 68,791,626 - 17,385
	33,949,125 68,809,011

(i) Reconciliation to cash flow statement

The above figures reconcile to the amount of cash shown in the consolidated statement of cash flows at the end of the financial year as follows:

Balances as above Balances per statement of cash flows	2020 $ 2019 $ 33,949,125 68,809,011
	33,949,125 68,809,011

(ii) Risk exposure

The group's exposure to interest rate risk is discussed in note 10. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of cash and cash equivalents mentioned above.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

5 Financial assets and financial liabilities (continued)

(b) Trade and other receivables

Notes Trade receivables Loss allowance 10(b) Accrued receivables Other receivables (ii) Total trade and other receivables	2020 2019 Current $ Non- current $ Total $ Current $ Non- current $ Total $ 11,372,363 - 11,372,363 535,188 - 535,188 (410,568) - (410,568) (28,518) - (28,518)
	10,961,795 - 10,961,795 506,670 - 506,670
	2,838,290 - 2,838,290 - - - 1,451,421 - 1,451,421 812,255 - 812,255
	4,289,711 - 4,289,711 812,255 - 812,255
	15,251,506 - 15,251,506 1,318,925 - 1,318,925

(i) Classification as trade receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. Details about the group’s impairment policies and the calculation of the loss allowance are provided in note 10(b).

(ii) Other receivables

These amounts principally comprise receivables from taxation authorities for goods and services tax (GST) and value-added tax (VAT).

(iii) Fair value of trade and other receivables

Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

(iv) Impairment and risk exposure

Information about the impairment of trade receivables and the group’s exposure to credit risk, foreign currency risk and interest rate risk can be found in note 10.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

5 Financial assets and financial liabilities (continued)

(b) Trade and other receivables (continued)

(v) Allowance for expected credit losses

The group has recognised a loss allowance of $439,865 in the balance sheet which relates to expected credit losses for the year ended 30 June 2020.

The ageing of the receivables and allowance for expected credit losses provided for above are as follows:

30 June 2020 Contact . Technology subscription services Expected credit loss rate Gross carrying amount . Communication technology services Expected credit loss rate Gross carrying amount . Total AR . Total loss allowance	Days past due Current 1-30 days 31-60 days 61-90 days 91+ days Total $ $ $ $ $ $ 170,114 42,762 49,813 16,784 298,775 578,248 0% 0% 0% 0% 92.66%
	- - - - 276,847 276,847
	9,799,645 330,644 22,939 482,761 158,126 10,794,115 0.095% 0.81% 1.25% 1.25% 73.2%
	9,289 2,678 287 6,035 115,432 133,721
	9,969,759 373,406 72,752 499,545 456,901 11,372,363

	9,289 2,678 287 6,035 392,279 410,568

The group has increased its monitoring of debt recovery as there is an increased probability of customers delaying payment of being unable to pay, due to Coronavirus (COVID-19) pandemic.

Movements in the allowance for expected credit losses are as follows:

Opening balance Additional provisions recognised Receivables written off during the year as uncollected Closing balance	*2020* $ 2019 $ 28,518 - 439,865 28,518 (57,815) -
	410,568 28,518

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

5 Financial assets and financial liabilities (continued)

(c) Trade and other payables

Notes
Trade payables
Social security and other taxes
Accrued expenses
Deferred consideration
Contingent consideration (i)
12
Capital facility fee
5(d)
Line of credit
5(e)
Other payables

2020
2019
Current
$
Non-
current
$
Total
$
Current
$ Non-
current
$ Total
$ 15,324,468
- 15,324,468
2,726,384
-
2,726,384
549,470
-
549,470
-
-
-
2,697,697
-
2,697,697
258,823
-
258,823
-
-
-
933,410
-
933,410
844,057
-
844,057
386,441
-
386,441
437,130
-
437,130
-
-
-
818,994
-
818,994
-
-
-
217,056
-
217,056
165,658
-
165,658

20,888,872
-
20,888,872
4,470,716
-
4,470,716

Trade payables are unsecured and are usually paid within 30 days of recognition.

The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature.

(i) Deferred and contingent consideration

These amounts represent payables for the acquisition of Delivery Biz Pro and Scheduling Plus in an amount of $436,398 as Management believes the related final revenue earnout target will be fully achieved. $407,659 is also included as Management believes the probability of Logo achieving the First Revenue Target (note 12) is 50%. At this time, Management does not believe the Second Revenue Target and Third Revenue Target will be achieved.

(d) Capital facility

In March 2020, GetSwift Limited entered into a put option agreement with LDA Capital LLC, a United States based private alternative investment group, which have agreed to provide the company with up to US$45 million in committed equity capital over the next 36 months.

Capital call elections by the company are subject to the requirements and limitations of the terms of the share lending agreement. The purchase price of the company's shares by LDA are based on certain criteria including GSW's daily trading volume and weighted average price during specified periods, as well as LDA entering into a share lending agreement with a holder of currently outstanding shares of the company and the delivery of such shares to LDA.

In addition, the company has agreed to issue up to 3,959,550 unlisted options to LDA Capital proportional to the amount subscribed by LDA Capital under the agreement. At the time of issue of shares to LDA Capital pursuant to a call notice, the company will also issue that number of options equal to the proportion of the total options that the amount subscribed bears to the commitment amount. The unlisted options will have an exercise price equal to 125% of the issue price of the shares subscribed and have a 3-year expiry period.

The company has agreed to pay a commitment fee of 2% of the commitment amount (US$900,000) which is payable as to US$300,000 6 months after the date of agreement, with the balance payable after the closing price of a GetSwift Limited share on any trading day is equal to or greater than AU$0.75. That US$600,000 payment was made on 7 May 2020. The company has also agreed to pay financing fees customary for facilities of this nature in respect of amounts drawn down under the agreement.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

5 Financial assets and financial liabilities (continued)

(d) Capital facility (continued)

The option is recognised as a financial instrument designated as fair value through the profit and loss to minimise any accounting mis-match from recognising changes in value of one but not the other through the P&L. The fair value of the financial instrument is reassessed at the end of each reporting period. This will have the effect of recognising the price paid for the option as an equity issue cost ‘over the life’ of the put option.

(e) Line of credit

Logo D.O.O has entered into line of credit agreements enabling the company to borrow funds up to 1.8 million euros through several lenders with terms expiring through September 2021 and interest rates based upon 1 to 6 month EURIBOR plus 2.2% to 2.7%. At 30 June 2020 there was $818,994 outstanding balance on any of these line of credits.

(f) Contract liabilities

(f) Contract liabilities
Contract liabilities (i) Reconciliation Reconciliation of the written down values at the beginning and end of the current and previous financial year are set out below: Opening balance Acquired on acquisition Payments received in advance Transfer to revenue - included in the opening balance Transfer to revenue - performance obligations satisfied in previous periods Closing balance	2020 $ 2019 $ 446,303 50,728
	2020 $ 2019 $ 50,728 - 177,753 - 572,924 110,650 (51,837) - (303,265) (59,922)
	446,303 50,728

(ii) Unsatisfied performance obligations

The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the reporting period was $446,303 as at 30 June 2020 ($50,728 as at 30 June 2019) and is expected to be recognised as revenue in future periods as follows:

Within 6 months 6 to 12 months 12 to 18 months 18 to 24 months	2020 $ 2019 $ 367,302 32,921 79,001 17,807 - - - -
	446,303 50,728

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

6 Non-financial assets and liabilities

(a) Property, plant and equipment

Year ended 30 June 2019 Opening net book amount Additions Depreciation charge Closing net book amount At 30 June 2019 Cost or fair value Accumulated depreciation Net book amount Year ended 30 June 2020 Opening net book amount Acquisition of subsidiary (Note 12) Adoption of AASB 16 Additions Exchange differences Disposals Adoption of AASB 16 by Logo Depreciation charge Closing net book amount At 30 June 2020 Cost Accumulated depreciation Net book amount	Plant and equipment $ Furniture, fittings and equipment $ Leasehold improvements $ Leased property $ Assets under construction $ Total $ - 60,264 - - - 60,264 - 109,267 67,348 - - 176,615 - (56,623) (4,691) - - (61,314)
	- 112,908 62,657 - - 175,565
	- 190,414 67,348 - - 257,762 - (77,506) (4,691) - - (82,197)
	- 112,908 62,657 - - 175,565
	- 112,908 62,657 - - 175,565 976,717 - - - 58,158 1,034,875 - - - 949,000 - 949,000 - 18,029 9,080 - - 27,109 86,100 6,633 2,091 42,382 - 137,206 - 4,499 - - - 4,499 - - - 432,162 - 432,162 (142,153) (125,522) (23,573) (552,065) - (843,313)
	920,664 16,547 50,255 871,479 58,158 1,917,103
	2,030,272 48,073 76,428 2,196,269 58,158 4,409,200 (1,109,608) (31,526) (26,173) (1,324,790) - (2,492,097)
	920,664 16,547 50,255 871,479 58,158 1,917,103

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

6 Non-financial assets and liabilities (continued)

(b) Intangible assets

Non-current assets At 1 July 2018 Cost Accumulated amortisation and impairment Net book amount Year ended 30 June 2019 Opening net book amount Acquisition of business (note 12) Exchange differences Amortisation charge Closing net book amount At 30 June 2019 Cost Accumulated amortisation and impairment Net book amount Year ended 30 June 2020 Opening net book amount Acquisition of business (note 12) Exchange differences Amortisation charge Closing net book amount At 30 June 2020 Cost Accumulated amortisation Net book amount	Goodwill $ Trademarks and other rights $ Software $ Customer lists and contracts $ Other $ Total $ - - 22,750 - 2,704 25,454 - - (1,712) - (1,900) (3,612)
	- - 21,038 - 804 21,842
	- - 21,038 - 804 21,842 2,400,618 168,705 1,799,522 3,922,396 - 8,291,241 33,807 2,406 25,660 55,930 - 117,803 - (12,328) (136,053) (358,295) (804) (507,480)
	2,434,425 158,783 1,710,167 3,620,031 - 7,923,406
	2,434,425 171,111 1,847,932 3,978,326 2,704 8,434,498 - (12,328) (137,765) (358,295) (2,704) (511,092)
	2,434,425 158,783 1,710,167 3,620,031 - 7,923,406
	2,434,425 158,783 1,710,167 3,620,031 - 7,923,406 2,077,390 9,271,706 13,960 1,723,061 21,333 13,107,450 76,995 (1,353) 46,216 89,597 (12) 211,443 - (800,146) (382,297) (1,171,183) (1,759) (2,355,385)
	4,588,810 8,628,990 1,388,046 4,261,506 19,562 18,886,914
	4,588,810 9,438,665 2,224,658 5,786,887 24,019 22,063,039 - (809,675) (836,612) (1,525,381) (4,457) (3,176,125)
	4,588,810 8,628,990 1,388,046 4,261,506 19,562 18,886,914

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

6 Non-financial assets and liabilities (continued)

(b) Intangible assets (continued)

(i) Amortisation methods and useful lives

The group amortises intangible assets with a limited useful life using the straight-line method over the following periods:

Trademarks and other rights 5 years
Software 5 years
Customer lists and contracts 4 years

See note 21(n) for the other accounting policies relevant to intangible assets, and note 21(h) for the group’s policy regarding impairments.

(ii) Impairment testing

DBP

The recoverable amount of the DBP cash generating unit as at 30 June 2020 has been determined based on a value-in-use calculation using a discounted cash flow model, based on a 5-year projection period approved by management, with a terminal value.

The value-in-use of the DBP cash generating unit is most sensitive to the following assumptions:

17.0% Post-tax discount rate
• 16.9% Implied revenue compound annual growth rate

The discount rate of 17.0% post-tax reflects DBP’s estimated cost of capital based on the risk-free rate, market risk premium, volatility of the share price relative to market movements, and company specific risk factors. The post-tax discount rate would need to be greater than 17.5% in order for the cash generating unit to be deemed impaired.

Management believes the projected revenue compound annual growth rate of 16.9% per annum is prudent and justified. The projected revenue CAGR would need to be less than 16.0% per annum in order for the cash generating unit to be deemed impaired.

It was concluded that the value-in-use exceeds the carrying amount of the cash generating unit. Consequently, Management have not recognised an impairment charge.

Based on the above, the recoverable amount of the CGU exceeded the carrying amount by $252k as at 30 June 2020.

Logo

The recoverable amount of the Logo cash generating unit as at 30 June 2020 has been determined based on a value-in-use calculation using a discounted cash flow model, based on a 5-year projection period approved by management, with a terminal value.

The value-in-use of the Logo cash generating unit is most sensitive to the following assumptions:

13.3% Post-tax discount rate
• 5.4% Implied revenue compound annual growth rate

The discount rate of 13.3% post-tax reflects Logo’s estimated cost of capital based on the risk-free rate, market risk premium, volatility of the share price relative to market movements, and company specific risk factors. The post-tax discount rate would need to be greater than 13.6% in order for the cash generating unit to be deemed impaired.

Management believes the projected revenue compound annual growth rate of 5.4% per annum is prudent and justified. The projected revenue CAGR would need to be less than 5.0% per annum in order for the cash generating unit to be deemed impaired.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

6 Non-financial assets and liabilities (continued)

(b) Intangible assets (continued)

It was concluded that the value-in-use exceeds the carrying amount of the cash generating unit. Consequently, Management have not recognised an impairment charge.

Based on the above, the recoverable amount of the CGU exceeded the carrying amount by $373k as at 30 June 2020.

(iii) Sensitivity

The directors have made judgements and estimates in respect of impairment testing of goodwill. Should these judgements and estimates not occur the resulting goodwill carrying amount may decrease. The sensitivities are as follows:

Revenue would need to increase by less than 16.0% per annum in DBP before goodwill would need to be impaired, with all other assumptions remaining constant.
The discount rate would be required to increase to 17.5% in DBP before goodwill would need to be impaired, with all other assumptions remaining constant.
Revenue would need to increase by less than 5.0% per annum in Logo before goodwill would need to be impaired, with all other assumptions remaining constant.
The discount rate would be required to increase to 13.6% in Logo before goodwill would need to be impaired, with all other assumptions remaining constant.

Management believes that other reasonable changes in the key assumptions on which the recoverable amount of each cash generating unit is based would not cause the cash-generating unit’s carrying amount to exceed its recoverable amount.

If there are any negative changes in the key assumptions on which the recoverable amount of each cash generating unit is based, this would result in an impairment charge for the goodwill associated with either cash generating unit.

(iv) Customer contracts

The customer contracts were acquired as part of a business combination (see note 12 for details). They are recognised at their fair value at the date of acquisition and are subsequently amortised on a straight-line based on the timing of projected cash flows of the contracts over their estimated useful lives.

(c) Inventories

Raw materials Goods in transit Traded goods Finished goods Provision of traded goods	2020 2019 Current $ Non- current $ Total $ Current $ Non- current $ Total $ 1,251,349 - 1,251,349 - - - 118,227 - 118,227 - - - 982,805 - 982,805 - - - 96,811 - 96,811 - - -
	2,449,192 - 2,449,192 - - -
	(38,430) - (38,430) - - -
	(38,430) - (38,430) - - -
	2,410,762 - 2,410,762 - - -

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

6 Non-financial assets and liabilities (continued)

(c) Inventories (continued)

Logo performs an inventory count on a periodic basis and at year end. After each count management reviews the inventory for potential write down or the creation of a provision for obsolescence. Following the June 2020 year-end review management concluded that $38,430 would be provided for.

(d) Other current assets

Notes Current assets Prepayments Capital facility fees 5(d)	2020 $ 2019 $ 1,991,221 299,637 1,311,390 -
	3,302,611 299,637

(e) Other current liabilities

(e) Other current liabilities
Current liabilities Lease liabilities Other current liabilities (f) Employee benefit obligations Leave obligations (i)	Notes 6(h) 2020 Current $ Non- current $ Total $ 142,559 10,640 153,199	2020 $ 2019 $ 333,291 - 500,434 -
		833,725 -
		2019 Current $ Non- current $ Total $ 77,389 10,640 88,029

(f) Employee benefit obligations

(i) Leave obligations

The leave obligations cover the group’s liabilities for long service leave and annual leave which are classified as either other long-term benefits or short-term benefits, as explained in note 21(q).

The current portion of this liability includes all of the accrued annual leave, the unconditional entitlements to long service leave where employees have completed the required period of service and also for those employees that are entitled to pro-rata payments in certain circumstances. The entire amount of the provision of $142,559 (2019: $77,389) is presented as current, since the group does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the group does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

6 Non-financial assets and liabilities (continued)

(g) Warranty provisions

Service warranties	2020 2019 Current $ Non- current $ Total $ Current $ Non- current $ Total $ 401,471 802,941 1,204,412 - - -

Service warranties

Warranty obligations arise following a project's completion for certain Technology Communications service projects. A warranty provision is calculated based on the individual analysis of each projects, review of contract terms and previous warranty experience, in addition the analysis separates out the goods and work provided. Based on this analysis management has created a provision for 5% of invoiced revenue.

(i) Movements in provisions

Movements in each class of provision during the financial year are set out below:

30 June 2020 Carrying amount at start of year Acquired through business combination - additional provisions recognised - unwinding of discount Carrying amount at end of year	Service warranties $ Total $ - - 1,125,160 1,125,160 457,178 457,178 (377,926) (377,926)
	1,204,412 1,204,412

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

6 Non-financial assets and liabilities (continued)

(h) Leases

The group has two leases in Colorado, USA. Commencing November 2018 and February 2019, the term of the leases are three years and five years respectively.

The group has one lease in Belgrade, Serbia. Commencing January 2019, the term of the lease is for three years.

(i) Amounts recognised in the balance sheet

Right-of-use assets 1 Properties Lease liabilities 2 Current Non-current	2020 $ 2020 $ 871,479 -
	871,479 -
	333,291 - 476,377 -
	809,668 -

Included in the line item ‘property, plant and equipment’ in the consolidated statement of financial position.
Included in the line items ‘other current liabilities’ and ‘other non-current liabilities’ in the consolidated statement of financial position.

(ii) Amounts recognised in the statement of profit or loss

Interest expense (included in general and administrative expenses) Depreciation charge of right-of-use assets	2020 $ 2019 $ 58,190 - 552,065 -
	610,255 -

(iii) The group’s leasing activities and how these are accounted for

The group's lease agreement does not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

7 Equity

(a) Share capital

(a) Share capital
		2020	2019	2020	2019
	Notes	Shares	Shares	$	$
Ordinary shares	7(a)(ii)
Fully paid		192,174,310	188,524,310	103,839,824	103,242,031
	7(a)(i)	192,174,310	188,524,310	103,839,824	103,242,031

(i) Movements in ordinary shares:

Details Balance at 1 July 2018 No movement in ordinary shares in period Balance at 30 June 2019 Issue at $0.20 on exercise of ESOP unlisted options Transfer from reserves on exercise of ESOP unlisted options Less: Transaction costs arising on share issues Balance at 30 June 2020	Number of shares Total $ 188,524,310 103,242,031 - -

	188,524,310 103,242,031
	3,650,000 725,000 - 584,237 - (711,444)
	192,174,310 103,839,824

(ii) Ordinary shares

Ordinary shares entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in proportion to the number of and amounts paid on the shares held.

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

Ordinary shares have no par value and the company does not have a limited amount of authorised capital.

(iii) Options

Information relating to options, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in notes 7(b) and 17.

(b) Other reserves

The following table shows a breakdown of the consolidated statement of financial position line item ‘other reserves’ and the movements in these reserves during the year. A description of the nature and purpose of each reserve is provided below the table.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

7 Equity (continued)

(b) Other reserves (continued)

(b) Other reserves (continued)
				Foreign
		Share-based	Performance	currency	Total other
		payments	rights	translation	reserves
	Notes	$	$	$	$
At 1 July 2018		3,087,206	1,534,368	(263,466)	4,358,108
Currency translation differences		-	-	(855,825)	(855,825)
Other comprehensive income		-	-	(855,825)	(855,825)
Transactions with owners in their capacity as owners
Options expensed	7(b)(ii)	1,898,621	-	-	1,898,621
Options lapsed	7(b)(ii)	(735,958)	-	-	(735,958)
Performance rights issued/expensed	7(b)(iii)	-	468,017	-	468,017
Performance rights expensed	7(b)(iii)	-	(78,686)	-	(78,686)
At 30 June 2019		4,249,869	1,923,699	(1,119,291)	5,054,277
				Foreign
		Share-based	Performance	currency	Total other
		payments	rights	translation	reserves
	Notes	$	$	$	$
At 1 July 2019		4,249,869	1,923,699	(1,119,291)	5,054,277
Currency translation differences		-	-	94,053	94,053
Other comprehensive income		-	-	94,053	94,053
Transactions with owners in their capacity as owners
Options expensed	7(b)(ii)	706,767	-	-	706,767
Options exercised	7(b)(ii)	(584,237)	-	-	(584,237)
Performance rights expensed	7(b)(iii)	-	970,325	-	970,325
At 30 June 2020		4,372,399	2,894,024	(1,025,238)	6,241,185

(i) Nature and purpose of other reserves

Share-based payments

The share-based payment reserve records items recognised as expenses on valuation of share options issued to key management personnel, other employees and and eligible contractors.

Performance rights

The performance rights reserve records items recognised as expenses on valuation of performance rights issued to key management personnel.

Foreign currency translation

Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income as described in note 21(d) and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

7 Equity (continued) (b) Other reserves (continued) (ii) Movements in options: Details Balance at 1 July 2018 Issue of ESOP unlisted options at $0.408 (2018-09-19) Lapse of ESOP unlisted options at $0.80, $1.00 and $1.20 (2018-11-29) Issue of ESOP unlisted options at $0.439 (2018-12-14) Lapse of unlisted options at $1.27 pursuant to placement (2019-03-15) Lapse of ESOP unlisted options at $0.408 (2019-04-26) Lapse of ESOP unlisted options at $0.439 (2019-04-26) Issue of ESOP unlisted options at $0.22 (2019-04-02) Issue of ESOP unlisted options at $0.22 (2019-05-03) Issue of ESOP unlisted options at $0.22 (2019-05-31) Lapse of ESOP unlisted options at $0.80, $1.00 and $1.20 Amortisation of share-based payments for options issued in prior periods Balance at 30 June 2019 Issue of ESOP unlited options at $0.80, $1.00, $1.20 Lapse of ESOP unlisted options at $0.80, $1.00 and $1.20 Exercise of ESOP unlisted options at $0.20 (2019-10-15) Exercise of ESOP unlisted options at $0.20 (2019-10-23) Exercise of ESOP unlisted options at $0.20 (2020-05-13) Exercise of ESOP unlisted options at $0.20 (2020-06-30) Issue of ESOP unlisted options at $0.59 Issue of ESOP unlisted options at $0.279 Issue of ESOP unlisted options at $0.30 Amortisation of share-based payments for options issued in prior periods Balance at 30 June 2020	Number of options Total $ 24,225,000 3,087,206 3,300,000 820,205 (1,000,000) (136,632) 300,000 42,014 (3,250,000) - (2,200,000) (568,222) (250,000) (31,104) 300,000 9,517 300,000 6,206 600,000 6,704 (787,860) - - 1,013,975
	21,537,140 4,249,869
	302,277 265,868 (5,020,000) - (10,000) (1,601) (15,000) (2,401) (3,400,000) (544,220) (225,000) (36,015) 700,000 139,924 100,000 19,575 400,000 29,888 - 251,512
	14,369,417 4,372,399

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

7 Equity (continued)

(b) Other reserves (continued)

(iii) Movements in performance rights:

Details Balance at 1 July 2018 Performance rights expense for period Performance rights cancelled Balance at 30 June 2019 Performance rights expense for period Balance at 30 June 2020	Number of performance rights Total $ 21,676,828 1,534,368 - 468,017 - (78,686)
	21,676,828 1,923,699
	- 970,325
	21,676,828 2,894,024

As part of the successful completion of the ASX listing on 9 December 2016, the group issued 32,926,828 performance rights over the ordinary shares to the key executives of the group. Each of the performance rights entitles the holder to be issued one fully paid ordinary share of the group for no cash consideration upon vesting. The performance rights will convert into ordinary shares upon achievement of six performance milestones and will expire if the milestones are not achieved within 48 months of ASX listing. A further 309,930 performance rights were issued in the financial year ended 30 June 2018. New rights agreed to be issued totalling 500,000 per agreements with consultants in 2017 and 2018 were granted in the year ended 30 June 2020.

Class A and B milestones were met in the financial year ended 30 June 2018. Accordingly, these were fully vested and converted to ordinary shares.

Class C milestones were met in November 2018 and fully vested as at 31 December 2018, while Class D were achieved and fully vested in the financial year ended 30 June 2019.

Class E and F milestones were met and fully vested in March 2020.

Performance right class	Performance condition	Expiry date
Class A	Performance rights vest on achievement of 250,000 deliveries in a calendar month	48 months
Class B	Performance rights vest on achievement of 375,000 deliveries in a calendar month	48 months
Class C	Performance rights vest on achievement of 750,000 deliveries in a calendar month	48 months
Class D	Performance rights vest on achievement of GetSwift revenue of either $5 million in a full financial year, or $1.25 million in any 3-month period ending on 31 March, 30 June,31 October or 31 December	48 months
Class E	Performance rights vest on achievement of GetSwift revenue of either $10 million in a full financial year, or $2.5 million in any 3-month period ending on 31 March, 30 June,31 October or 31 December	48 months
Class F	Performance rights to vest on of GetSwift revenue of either $15 million in a full financial year, or $3.75 million in any 3-month period ending on 31 March, 30 June, 31 October or 31 December	48 months

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

8 Cash flow information

(a) Reconciliation of loss after income tax to net cash inflow from operating activities

Notes
Loss for the period
Adjustments for
Depreciation and amortisation
Finance costs
Finance income
Leave provision expense
Share-based payments
17(b)
Unrealised net foreign currency (gains)/losses
Change in operating assets and liabilities:
Movement in trade and other receivables
Movement in inventories
Movement in other operating assets
Movement in trade and other payables
Movement in other operating liabilities
Net cash inflow (outflow) from operating activities

2020
$
2019
$ (31,335,070)
(19,493,905)
3,198,698
567,087
228,315
26,971
-
(1,521,508)
4,335
55,405
1,691,477
1,551,994
(1,835,030)
(5,173,094)
(13,537,006)
(1,053,778)
188,992
-
(2,061,562)
95,016
17,599,826
(1,917,467)
(933,410)
50,728

(26,790,435)
(26,812,551)

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

9 Critical estimates and judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong. Detailed information about each of these estimates and judgements is included in other notes together with information about the basis of calculation for each affected line item in the financial statements.

(a) Significant estimates and judgements

The areas involving significant estimates or judgements are:

Recognition of revenue - note 2(b)
Estimated useful life of intangible assets - note 6(b)(i)
Estimation of employee benefit obligations - note 6(f)(i)
Estimation of fair values of intangible assets acquired in a business combination - note 12
Estimation of fair values of contingent purchase consideration in a business combination - note 12(a)(i)
Estimation of share-based payments - note 17(a)(i)
Estimation of expected credit losses - note 5(b)(v)
Estimation of impairment of inventories - note 6(c)
Estimation of useful lives of assets - note 6(b)

Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

(b) Coronavirus (COVID-19) pandemic

Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the group based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the group operates. 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 group unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.

(c) Revenue from contracts with customers involving sale of services

When recognising revenue in relation to the sale of services to customers, the key performance obligation of the consolidated entity is considered to be completed over time, as the customer is deemed to receive the benefits of the service provided over time.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

9 Critical estimates and judgements (continued)

(d) Allowance for expected credit losses

The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent sales experience, historical collection rates, the impact of the Coronavirus (COVID-19) pandemic and forward-looking information that is available. The allowance for expected credit losses is calculated based on the information available at the time of preparation. The actual credit losses in future years may be higher or lower.

(e) Provision for impairment of inventories

The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence.

(f) Estimation of useful lives of assets

The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.

(g) Goodwill and other indefinite life intangible assets

The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows.

(h) Impairment of non-financial assets other than goodwill and other indefinite life intangible assets

The consolidated entity assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by evaluating conditions specific to the consolidated entity and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.

(i) Income tax

The consolidated entity is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The consolidated entity recognises liabilities for anticipated tax audit issues based on the consolidated entity's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

9 Critical estimates and judgements (continued)

(j) Incremental borrowing rate

Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the consolidated entity estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.

(k) Employee benefits provision

The liability for employee benefits expected to be settled more than 12 months from the reporting date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account.

(l) Lease make good provision

A provision has been made for the present value of anticipated costs for future restoration of leased premises. The provision includes future cost estimates associated with closure of the premises. The calculation of this provision requires assumptions such as application of closure dates and cost estimates. The provision recognised for each site is periodically reviewed and updated based on the facts and circumstances available at the time. Changes to the estimated future costs for sites are recognised in the statement of financial position by adjusting the asset and the provision. Reductions in the provision that exceed the carrying amount of the asset will be recognised in profit or loss.

(m) Warranty provision

In determining the level of provision required for warranties the consolidated entity has made judgements in respect of the expected performance of the products, the number of customers who will actually claim under the warranty and how often, and the costs of fulfilling the conditions of the warranty. The provision is based on estimates made from historical warranty data associated with similar products and services.

(n) Business combinations

Business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the consolidated entity taking into consideration all available information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and liabilities, depreciation and amortisation reported.

10 Financial risk management

(a) Market risk

(i) Foreign exchange risk

The group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations. The group is primarily exposed to changes in USD/AUD and RSD/AUD. However, the majority of the group's financial assets and financial liabilities denominated in United States dollars occur in subsidiaries with the United States dollar as the functional currency, and the majority of the group's financial assets and financial liabilities denominated in Serbian Dinar occur in subsidiaries with the Serbian Dinar as the functional currency. Therefore, management has concluded that market risk from foreign exchange fluctuation is not material.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

10 Financial risk management (continued)

(a) Market risk (continued)

(ii) Cash flow and fair value interest rate risk

The group's main interest rate risk arises from cash and cash equivalents and other financial assets at amortised cost held, which expose the group to cash flow interest rate risk. During 2020 and 2019, the group's cash and cash equivalents and other financial assets at amortised cost at variable rates were denominated in Australian and United States dollars.

The group's exposure to interest rate risk at the end of the reporting period, expressed in Australian dollars, was as follows:

Financial instruments with cash flow risk Cash and cash equivalents (AUD denominated) Cash and cash equivalents (USD denominated) Cash and cash equivalents (RSD denominated)	2020 $ 2019 $ 1,477,858 547,479 32,154,600 68,261,532 316,667 -
	33,949,125 68,809,011

Sensitivity

Profit or loss is sensitive to higher/lower interest income from cash and cash equivalents as a result of changes in interest rates.

nterest rates.
	Impact on loss for the		Impact on other
	period		components of equity
	2020	2019	2020	2019
	$	$	$	$
AUD denominated: interest rates - change by 31 basis points (2019:
20 basis points)*	4,581	1,095	-	-
USD denominated: interest rates - change by 111 basis points
(2019: 87 basis points)*	356,916	593,875	-	-
RSD denominated: interest rates - change by 73 basis points	2,312	-	-	-

Holding all other variables constant

The interest rate risk in relation to borrowings has been considered and has an immaterial impact on the group's credit risk.

For AUD denominated financial instruments with cash flow risk, the use of 0.31 percent (2019: 0.20 percent) was determined based on analysis of the Reserve Bank of Australia cash rate change, on an absolute value basis, at 30 June 2020 and the previous four balance dates. The average cash rate at these balance dates was 1.25 percent (2019: 1.60 percent). The average change to the cash rate between balance dates was 24.69 percent (2019: 12.69 percent). By multiplying these two values, the interest rate risk was derived.

For USD denominated financial instruments with cash flow risk, the use of 1.11 percent (2019: 0.87 percent) was determined based on analysis of the Federal Reserve funds rate change, on an absolute value basis, at 30 June 2020 and the previous four balance dates. The average cash rate at these balance dates was 1.30 percent (2019: 1.30 percent). The average change to the cash rate between balance dates was 85.00 percent (2019: 67.00 percent). By multiplying these two values, the interest rate risk was derived.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

10 Financial risk management (continued)

(a) Market risk (continued)

For RSD denominated financial instruments with cash flow risk, the use of 0.73 percent was determined based on analysis of the Federal Reserve funds rate change, on an absolute value basis, at 30 June 2020 and the previous four balance dates. The average cash rate at these balance dates was 3.10 percent. The average change to the cash rate between balance dates was 23.68 percent. By multiplying these two values, the interest rate risk was derived.

Loss is more sensitive to movements in interest rates in 2020 than 2019 due to increases higher amounts of USD denominated cash and cash equivalents and the higher interest rate used for the USD sensitivity analysis. The groups exposure to other classes of financial instruments with cash flow risk is not material.

(b) Credit risk

Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the group.

(i) Risk management

Credit risk is managed through the nature of revenue collection and the maintenance of internal procedures. All pay-as-you-go (PAYG) sales are required to be settled using major credit cards, mitigating credit risk. Given PAYG customer sales are prepaid, management determines credit risk to be low. Contracted customer payments are settled in arrears at the end of each payment period by debiting the credit card or other electronic payment method on file. For contracted customers, management further manages credit risk through procedures including regular monitoring of failed direct debits and the financial stability of significant customers and counterparties, ensuring to the extent possible that customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment.

Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating.

For the public sector customers, the company believes the credit risk is very low due to the government's support of these services. For certain enterprise clients, the company monitors each client's internal payment history and the client's financial statements which are publicly available, along with credit scores which monitor financial health. Additionally, certain access/usage by the end user client to services can be restricted by the company until the obligation is fully satisfied.

(ii) Security

For some trade receivables the group may obtain security in the form of guarantees, deeds of undertaking or letters of credit which can be called upon if the counterparty is in default under the terms of the agreement.

(iii) Impairment of financial assets

The group has one type of financial asset subject to the expected credit loss model:

trade receivables for sales from the provision of delivery management services and communications infrastructure products and services

While cash and cash equivalents and other financial assets at amortised cost (comprising deposits at call) 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 expected credit losses which uses a lifetime expected loss allowance for all trade receivables.

To measure the expected credit losses, trade receivables assets have been grouped based on shared credit risk characteristics and the days past due.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

10 Financial risk management (continued)

(b) Credit risk (continued)

The expected loss rates are based on the payment profiles of sales over a period of 24 months before 30 June 2020 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 2020 was determined to be $410,568 for trade receivables.

Trade receivables and contract assets 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 a failure to make contractual payments for a period of greater than 121 days past due.

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

(c) Liquidity risk

Liquidity risk arises from the possibility that the group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The group manages this risk through the following mechanisms:

preparing forward looking cash flow analyses in relation to its operating, investing and financing activities;
obtaining funding from a variety of sources;
maintaining a reputable credit profile;
managing credit risk related to financial assets;
investing cash and cash equivalents and deposits at call with major financial institutions; and
comparing the maturity profile of financial liabilities with the realisation profile of financial assets.

(i) Financing arrangements

The group had access to the following undrawn borrowing facilities at the end of the reporting period:

Line of credit	2020 $ 2019 $ 1,700,000 -
	1,700,000 -

The bank line of credit may be drawn at any time and may be terminated by the bank without notice. Subject to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time and have an average maturity of 1 year (2019: Nil). For more information, please refer to Note 5(e).

(ii) Maturities of financial liabilities

The tables below analyse the group's financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are the contractual undiscounted cash flows. No interest is payable on these financial liabilities.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

10 Financial risk management (continued)

(c) Liquidity risk (continued)

Contractual maturities of financial liabilities	Less than	Less than	6 - 12	Between 1 and 2	Between 1 and 2	Between 2 and 5	Between 2 and 5	Over 5	Total contractual	Total contractual		Carrying amount (assets)/
	6 months months				years		years	years	cash flows			liabilities
At 30 June 2020		$		$	$		$	$		$		$
Trade and other payables	18,239,221			-	-		-	-	18,239,221		18,239,221
Contingent consideration		844,057		-	-		-	-		844,057		844,057
Capital facility fee		437,130		-	-		-	-		437,130		437,130
Line of credit		818,994		-	-		-	-		818,994		818,994
Lease liabilities		139,546	139,546		123,750		-	-		402,842		402,842
Total	20,478,948 139,546				123,750		-	-	20,742,244		20,742,244
Contractual maturities of liabilities	financial	Less than	6 -	12	Between 1 and 2		Between 2 and 5 Over 5			Total contractual cash Carrying amount (assets)/
		6 months	months		years		years	years		flows		liabilities
At 30 June 2019		$		$		$		$	$		$	$
Trade and other payables		2,726,384			-	-		-	-	2,726,384		2,726,384
Contingent consideration		386,441			-	-		-	-	386,441		386,441
Deferred consideration		933,410			-	-		-	-	933,410		933,410
Total		4,046,235		-		-	-		-	4,046,235		4,046,235

(iii) Interest rates of financial liabilities

The table below shows the interest rates of the group's financial liabilities:

Financial liability Interest rate Lease liabilities 8.32% Line of credit 2.2% to 2.7%

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020 (continued)

11 Capital management

(a) Risk management

The group's objectives when managing capital are to

safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the group may issue new shares or reduce its capital, subject to the provisions of the group's constitution. The capital structure of the group consists of equity attributed to equity holders of the group, comprising contributed equity, reserves and accumulated losses. By monitoring undiscounted cash flow forecasts and actual cash flows provided to the board by the group's management, the board monitors the need to raise additional equity from the equity markets.

(b) Dividends

No dividends were declared or paid to members for the year ended 30 June 2020 (2019: nil). The group’s franking account balance was nil at 30 June 2020 (2019: nil).

12 Business combination

(a) Summary of acquisition

On 31 January 2020, the group acquired sixty percent of the share capital of Logo d.o.o. (“the Entity”) a Serbian based provider of communications infrastructure products and services. With the acquisition of Logo, the group can now offer clients a suite of complementary services in areas including data centres, communications infrastructure, and Infosec, among others. The combined offerings of both SaaS logistics and technical services will position the group uniquely as a one-stop shop, enabling the group to work with larger enterprise clients and accelerate its global expansion. The group will control a majority of Logo’s Supervisory Board.

Details of the purchase consideration, the net assets acquired and goodwill are as follows:

Purchase consideration (refer to (b) below): Cash paid Contingent consideration Total purchase consideration	9,017,872 49,188
	9,067,060

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

12 Business combination (continued)

(a) Summary of acquisition (continued)

The assets and liabilities recognised as a result of the acquisition are as follows:

Assets Cash and cash equivalents Short-term investments Trade receivables Inventories Other current receivables VAT receivable Property, plant and equipment - net Intangible assets Long-term loans Deferred tax assets Total assets Liabilities Operating liabilities Other current liabilities Lease liabilities Warranty liabilities Deferred tax liabilities Total liabilities Less: non-controlling interests Add: goodwill Net assets acquired	Fair value $ 369,978 63,790 3,343,572 2,599,754 538,007 432,162 1,034,875 11,030,060 63,329 45,012
	19,520,539
	(2,268,739) (710,380) (768,765) (1,125,160) (1,698,639)
	(6,571,683) (5,959,186) 2,077,390
	9,067,060

The goodwill is attributable to the workforce and the high revenues of the acquired business. It will not be deductible for tax purposes.

(i) Significant estimate: contingent consideration Fiscal year ended 31 December 2020

If the revenue of the Entity for the year ended 31 December 2020 exceed $26.8 million (the “First Revenue Target”) the group will pay $0.9 million. Should the revenue exceed $32.1 million (the “Second Revenue Target”) for the same period an additional $1.8 million will be paid, and should the revenue exceed $35.7 million (the “Third Revenue Target”) for the same period another $1.8 million will be paid. If an aggregate $4.0 million in contingent consideration is paid, no additional revenue-based consideration will be paid in future years.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

12 Business combination (continued)

(a) Summary of acquisition (continued)

Fiscal year ended 31 December 2021

In the event the revenue does not exceed any of the aforementioned revenue targets for the year ended 31 December 2020, and the revenues of the Entity for the year ended 31 December 2021 exceed $26.8 million the group will pay $0.9 million. Should the revenue exceed $32.1 million for the same period an additional $1.6 million will be paid, and should the revenue exceed $35.7 million for the same period another $1.8 million will be paid.

In the event the revenue for the year ended 31 December 2020 exceeded the First Revenue Target and the revenue for the year ended 31 December 2021 exceeds $32.1 million, $1.6 million will be paid, and should the revenue exceed $35.7 million for the same period an additional $1.8 million will be paid. In the event the revenue for the year ended 31 December 2020 exceeded both the First Revenue Target and the Second Revenue Target, and the revenue for the year ended 31 December 2021 exceeds $35.7 million, $1.8 million will be paid. If an aggregate $4.0 million in contingent consideration is paid for both years combined, no additional revenue-based consideration will be paid in the following year.

Fiscal year ended 31 December 2022

In the event the revenue does not exceed any of the aforementioned revenue targets for the year ended 31 December 2020 and 31 December 2021, and the revenues of the Entity for the year ended 31 December 2022 exceed $26.8 million the group will pay $0.9 million. Should the revenue exceed $32.1 million for the same period an additional $1.8 million will be paid, and should the revenue exceed $35.7 million for the same period another $1.8 million will be paid.

In the event the revenue for the year ended 31 December 2020 and/or 31 December 2021 exceeded the First Revenue Target and the revenue for the year ended 31 December 2022 exceeds $32.1 million, $1.8 million will be paid, and should the revenue exceed $35.7 million for the same period an additional $1.8 million will be paid. In the event the revenue for the year ended 31 December 2020 and/or 31 December 2021 exceeded both the First Revenue Target and the Second Revenue Target, and the revenue the year ended 31 December 2022 exceeds $35.7 million, $1.8 million will be paid.

In no event will the aggregate revenue-based contingent consideration exceed $4.0 million for all years combined.

In addition to the preceding, the group will pay additional contingent consideration equal to 10% of the EBITDA of the Entity above $2.7 million in each of the financial years ending December 31, 2020, 2021 and 2022.

The total fair value of consideration is $9.07 million on an assumed discount rate of 15 percent and estimated annual revenues of $22.4 million - $23.6 million with expected EBITDA of $2.5 - $2.6 million during the initial 3 years post acquisition. Transaction costs related to the acquisitions of $0.2 million were incurred.

In the event the revenue for the year ended 31 December 2020 exceed the First Revenue Target and the revenue for the year ended 31 December 2021 exceeds $29.1 million, $1.6 million will be paid, and should the revenue exceed $32.3 million for the same period an additional $1.6 million will be paid. In the event the revenue for the year ended 31 December 2020 exceed both the First Revenue Target and the Second Revenue Target, and the revenue for the year ended 31 December 2021 exceeds $32.3 million, $1.6 million will be paid. If an aggregate $4.0 million in contingent consideration is paid for both years combined, no additional revenue-based consideration will be paid in the following year.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

12 Business combination (continued)

(a) Summary of acquisition (continued)

(ii) Revenue and profit contribution

The acquired business contributed revenues of $19,564,743 to the group for the period from 1 February 2020 to 30 June 2020.

(b) Purchase consideration - cash outflow

Outflow of cash to acquire subsidiary, net of cash acquired Cash consideration Less: Balances acquired Cash transferred as the result of acquisition Net outflow of cash - investing activities	2020 $ (9,017,872) 369,978
	(8,647,894)

Acquisition-related costs

Acquisition-related costs of $200,000 are included in general and administrative expenses in profit or loss and in operating cash flows in the consolidated statement of cash flows.

The acquisition accounting in relation to the Logo acquisition has been finalised as at 30 June 2020.

13 Interests in other entities

(a) Material subsidiaries

The group’s principal subsidiaries at 30 June 2020 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or registration is also their principal place of business.

	Place of
	business/			Ownership interest	held
	country of	Ownership interest	held	by non-controlling
Name of entity	incorporation	by the group		interests
			2019	2020	2019
		2020	%	%	%
		%
Get Swift Logistics Pty Ltd	Australia	100	100	-	-
GetSwift, Inc.	United States	100	100	-	-
GetSwift DOO	Serbia	100	100	-	-
Marketplace Connect Pty Ltd	Australia	100	100	-	-
Liquorun Pty Ltd	Australia	100	100	-	-
Distributed Logistics Pty Ltd	Australia	100	100	-	-
Logo d.o.o.*	Serbia	60	-	40	-

the non-controlling interests hold 40% of the voting rights of L.o.g.o Belgrade.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

13 Interests in other entities (continued)

(b) Non-controlling interests (NCI)

Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for each subsidiary are before inter-company eliminations.

Summarised balance sheet Current assets Current liabilities Current net assets Non-current assets Non-current liabilities Non-current net assets Net assets Other reserves Accumulated NCI Total equity Summarised statement of comprehensive income Revenue Other income Other gains/(losses) Expenses Profit for the period Income tax (expense)/benefit Total comprehensive income Owners of GetSwift Limited Profit/(loss) allocated to NCI	Logo D.O.O. 30 June 2020 $ 30 June 2019 $ 17,140,626 - 12,661,642 -
	4,478,984 - 4,538,796 - 2,695,561 -
	1,843,235 - 6,322,219 -
	(247,786) - 6,203,514 -
	5,955,728 -
	Logo D.O.O. 2020 $ 2019 $ 19,564,743 - 217,838 - (39,012) - (19,019,590) - 723,979 - (113,160) -
	610,819 -
	366,491 - 244,328 -
	610,819 -

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

13 Interests in other entities (continued)

(b) Non-controlling interests (NCI) (continued)

(b) Non-controlling interests (NCI) (continued)
Summarised cash flows Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Net decrease in cash and cash equivalents Net cash from acquisition Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of year	Logo D.O.O. 2020 $ 2019 $ (254,257) - 339,377 - (121,908) -
	(36,788) - 369,978 - (18,041) -
	315,149 -

14 Contingent liabilities

(a) Class action

In February 2018 class representative proceedings were filed in the Federal Court of Australia against GetSwift Limited. Subsequently, two more open class actions were commenced in the Federal Court of Australia. Of the three proceedings, only one class action was permitted to proceed: the Webb Proceeding. The company has continued to defend the Webb Proceeding. The Webb Proceeding alleges that the company and its director Mr Macdonald failed to meet their continuous disclosure obligations and engaged in misleading and deceptive conduct. The proceeding was brought on behalf of persons who acquired GetSwift Limited shares between 24 February 2017 to 19 January 2018 inclusive. The company has filed its defence in the Webb Proceeding and has named Squire Patton Boggs as a concurrent wrongdoer. The company and Mr Macdonald strongly dispute the allegations made in the Webb Proceeding (including as to any alleged loss) and will continue to vigorously defend the proceedings. Further background is set out in previous yearly, half-yearly and quarterly reports.

The Judge who is currently listed to hear the trial in the Webb Proceeding is the same Judge who heard the trial in the ASIC Proceeding. The Respondents filed an interlocutory application seeking that the matter be reallocated to a different Judge. The application was heard on 13 August 2020 and the Judge has reserved his decision. Pending the decision, the trial date of 14 September 2020, has been vacated. A new trial date has not been set.

The parties have filed their expert evidence. A further mediation has been ordered to occur by 4 November 2020. The parties are next before the Court on 15 September 2020 for a case management hearing.

The parties are otherwise in the process of preparing for trial.

No provision has been taken in these accounts. At the present time, it is not possible to predict the ultimate outcome of these proceedings. Legal fees will be incurred in relation to defending the proceedings.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

14 Contingent liabilities (continued)

(b) ASIC proceedings

On 22 February 2019, ASIC commenced civil penalty proceedings in the Federal Court of Australia against GetSwift Limited, Mr Joel Macdonald and Mr Bane Hunter. On 15 March 2019 ASIC amended their claim to include former GetSwift director and Corporate Counsel, Mr Brett Eagle, as an additional defendant. By these proceedings, ASIC allege that the defendants failed to meet their continuous disclosure obligations and engaged in misleading or deceptive conduct between February and December 2017. GetSwift Limited, Mr Macdonald and Mr Hunter irrefutably deny the allegations made by ASIC and, collectively, are vigorously defending the proceedings. Further background is set out in previous yearly, half-yearly and quarterly reports.

ASIC seeks pecuniary penalties against each of the defendants, as well as orders against Mr Macdonald, Mr Hunter and Mr Eagle disqualifying them from managing corporations for a period of time.

The company, Mr Macdonald, Mr Hunter and Mr Eagle strongly deny the allegations made by ASIC and will vigorously defend the proceedings.

The trial commenced on 15 June 2020. Closing submissions are part heard. Owing to commitments of the presiding Judge, the trial has been stood down until 30 September 2020. The trial will conclude on this date.

15 Events occurring after the reporting period

The company, under the US Federal Government CARES Act, applied for and received a $USD 750,000 Small Business Administration Payroll Protection Program Loan "PPP" in early July. The PPP was applied for in May 2020. Some portion or all of the loan may be forgiven if certain criteria regarding headcount full time equivalents "FTE" are met. The company believes it will meet the criteria for full forgiveness and expects 100% of the loan will be forgiven at 31 December 2020.

The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has been financially positive for the consolidated entity up to 30 June 2020, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.

No other matter or circumstance has occurred subsequent to period end that has significantly affected, or may significantly affect, the operations of the group, the results of those operations or the state of affairs of the group or economic entity in subsequent financial years.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

16 Related party transactions

(a) Subsidiaries

Interests in subsidiaries are set out in note 13(a).

(b) Key management personnel compensation

(b) Key management personnel compensation
Short-term employee benefits Post-employment benefits Share-based payments	2020 $ 2019 $ 2,882,752 2,330,445 67,735 89,901 1,502,748 1,438,151
	4,453,235 3,858,497

Detailed remuneration disclosures are provided in the remuneration report contained within the directors' report.

(c) Transactions with other related parties

The following transactions occurred with related parties:

following transactions occurred with related parties:
	2020	2019
	$	$
es and purchases of goods and services
Purchases of various goods and services from entities controlled by key
management personnel (i)	-	204,000

Sales and purchases of goods and services

(i) Purchases from entities controlled by key management personnel

The group acquired the following goods and services from entities that are controlled by members of the group's key management personnel:

corporate governance consultancy services
legal services

Eagle Corporate Advisers Pty. Ltd. (ECA), an incorporated legal practice directed and owned by Mr Brett Eagle (director of GetSwift Limited until 29 November 2018), was engaged to provide legal and advisory services to the group. The scope of this engagement included the provision of personnel to take on executive functions and holding positions within the group's business including as a director, other corporate officer and executive or non-executive positions. In the current financial year, ECA provided Mr Brett Eagle to take the title of General Counsel & Corporate Affairs and was paid fees in this respect.

In August 2018, ECA agreed to terminate the engagement in August 2019. For the 12 month balance of the agreement, ECA received monthly payments of $17,000 plus GST (less applicable taxes and deductions, if any) and Mr Brett Eagle continued to be made available to assist the group in accordance with the terms of the engagement.

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

(d) Loans to/from related parties

There were no loans to/from related parties in the year ended 30 June 2020 (2019: nil).

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020 (continued)

17 Share-based payments

(a) GetSwift Employee and Executive Ownership Plan

The establishment of the 'GetSwift Employee and Executive Ownership Plan' was approved by shareholders at the extraordinary general meeting held on 9 August 2017. The plan is designed to provide long-term incentives for employees (including directors) to deliver long-term shareholder returns. Participation in the plan is at the board's discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.

Share options outstanding at the end of the year have the following expiry date and exercise prices:

	Expiry	Exercise
Grant date	date	price	Share options	Share options
		($)	30 June 2020	30 June 2019
2016-12-07	2020-12-07	0.20	3,850,000	7,500,000
2017-07-01	2021-08-14	0.80	2,138,890	2,000,000
2017-07-01	2021-08-14	1.00	2,138,889	2,000,000
2017-07-01	2021-08-14	1.20	2,138,888	2,000,000
2017-12-27	2020-12-18	7.00	-	5,000,000
Various grant dates in FY 2018	various	various	552,750	687,140
2018-08-31	2028-09-19	0.408	1,100,000	1,100,000
2018-12-14	2028-12-14	0.439	50,000	50,000
2019-04-02	2029-04-02	0.497	300,000	300,000
2019-05-03	2029-05-03	0.497	300,000	300,000
2019-05-31	2029-05-31	0.497	600,000	600,000
2019-07-29	2029-07-29	0.497	200,000	-
2019-09-05	2029-09-05	0.497	500,000	-
2019-09-05*	2029-09-05	0.279	100,000	-
2020-03-16	2030-03-16	0.30	400,000	-
Total			14,369,417	21,537,140

Notes

'Various grant dates in FY 2018' options have exercise prices between $0.80 and $1.20 and expiry dates between 2023 and 2033.
The weighted average remaining contractual life of options outstanding as at 30 June 2020 is 3 years, 3 months. The average exercise price per share option as at 30 June 2020 is $0.628.
Options agreed to be issued to John Wilson are accounted for based on the underlying agreement. However, these options are not issued to date.
At 30 June 2020 the number of options that have vested are 12,288,381.

(i) Fair value of options granted

The assessed fair value of options at grant date was determined using the binomial option pricing model that takes into account the exercise price, term of the option, security price at grant date and expected price volatility of the underlying security, the expected dividend yield, the risk-free interest rate for the term of the security and certain probability assumptions.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

17 Share-based payments (continued)

(a) GetSwift Employee and Executive Ownership Plan (continued)

The model inputs for options granted during the year ended 30 June 2020 included:

				Share			Risk-	Fair value
				price at			free	at grant
	Expiry	Exercise	No. of	grant	Expected	Dividend	interest	date per
Grant date	date	price ($)	options	date ($)	volatility	yield	rate	option ($)
.
2019-7-29	2029-07-29	0.497	200,000	0.235	97.00%	0.00%	1.08%	67,800
2019-09-05	2029-09-05	0.497	500,000	0.350	97.00%	0.00%	1.08%	171,000
2019-09-05	2029-09-05	0.279	100,000	0.279	94.00%	0.00%	1.04%	42,700
2020-03-16	2030-03-16	0.300	400,000	0.300	95.00%	0.00%	0.90%	76,000
			1,200,000

(b) Expenses arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognised during the period were as follows:

Options issued under GetSwift Employee and Executive Ownership Plan Performance rights	2020 $ 2019 $ 706,767 1,162,663 970,325 389,331
	1,677,092 1,551,994

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

18 Remuneration of auditors

During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms:

(a) RSM Australia Partners

(i) Audit and other assurance services

Audit and review of financial statements Total remuneration for audit and other assurance services (ii) Taxation services Tax compliance services Total remuneration for taxation services (iii) Other services Other services Total remuneration for other services Total remuneration of RSM Australia Partners Australia (b) Network firms of RSM Australia Partners (i) Other services Tax compliance services Other services Total remuneration for other services Total remuneration of network firms of RSM Australia Partners Total auditors' remuneration	2020 $ 2019 $ 151,544 111,428
	151,544 111,428
	15,621 6,750
	15,621 6,750
	284,876 45,200
	284,876 45,200
	452,041 163,378
	24,090 12,254 182,457 62,244
	206,547 74,498
	206,547 74,498
	658,588 237,876

GetSwift Limited

	GetSwift Limited	GetSwift Limited
	Notes to the financial statements
		30 June 2020
		(continued)
19 Loss per share
(a) Reconciliation of loss used in calculating loss per share
	2020	2019
	$	$
Basic and diluted loss per share
Loss attributable to the ordinary equity holders of the company used in calculating
loss per share:
From continuing operations	31,335,070	19,493,905
(b) Weighted average number of shares used as the denominator
	2020	2019
	Number	Number
Weighted average number of ordinary shares used as the denominator in calculating
basic and diluted loss per share	189,231,086	188,524,310

Notes

On the basis of the group's losses, the outstanding options as at 30 June 2020 and 30 June 2019 are considered to be anti-dilutive and therefore were excluded from the diluted weighted average number of ordinary shares calculation.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

20 Parent entity financial information

(a) Summary financial information

The individual financial statements for the parent entity show the following aggregate amounts:

Balance sheet Current assets Non-current assets Total assets Current liabilities Total liabilities Shareholders' equity Share capital Reserves Performance rights Share-based payments Accumulated losses Loss for the period Total comprehensive loss	2020 $ 2019 $ 3,382,095 915,284 74,711,914 89,250,418 78,094,009 90,165,702 2,920,758 32,502 2,920,758 32,502 (150,346,502) (180,266,400) 103,838,615 103,240,822 2,894,024 1,923,699 4,372,399 4,249,868 (35,931,787) (19,281,189)
	75,173,251 90,133,200
	16,629,223 9,184,800
	16,629,223 9,184,800

(b) Guarantees entered into by the parent entity

The parent entity has not entered into any guarantees in relation to debts of its subsidiaries in the year ended 30 June 2020 (2019: nil).

(c) Contingent liabilities of the parent entity

The parent had contingent liabilities at 30 June 2020 identical to those of the group, as outlined in note 14.

(d) Contractual commitments for the acquisition of property, plant or equipment

The parent entity has not entered into any contractual commitments for the acquisition of property, plant or equipment in the year ended 30 June 2020 (2019: nil).

(e) Determining the parent entity financial information

The financial information for the parent entity has been prepared on the same basis as the consolidated financial statements, except as set out below.

(i) Investments in subsidiaries

Investments in subsidiaries are accounted for at cost in the financial statements of GetSwift Limited.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

Contents of the summary of significant accounting policies	Contents of the summary of significant accounting policies
		Page
(a)	Basis of preparation	80
(b)	Principles of consolidation	81
(c)	Segment reporting	81
(d)	Foreign currency translation	81
(e)	Revenue recognition	82
(f)	Income tax	82
(g)	Leases	83
(h)	Impairment of assets	83
(i)	Cash and cash equivalents	83
(j)	Trade receivables	83
(k)	Inventories	83
(l)	Investments and other financial assets	84
(m)	Plant and equipment	85
(n)	Intangible assets	85
(o)	Trade and other payables	86
(p)	Warranties	86
(q)	Employee benefits	86
(r)	Contributed equity	87
(s)	Loss per share	87
(t)	Rounding of amounts	88
(u)	Goods and services tax (GST)	88

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

21 Summary of significant accounting policies

This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements to the extent they have not already been disclosed in the other notes above. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the group consisting of GetSwift Limited and its subsidiaries.

(a) Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001 . GetSwift Limited is a for-profit entity for the purpose of preparing the financial statements.

(i) Compliance with IFRS

The consolidated financial statements of the GetSwift Limited group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

(ii) Historical cost convention

The financial statements have been prepared on a historical cost basis, except for the following:

As disclosed in the financial statements, the group incurred a loss of $31. million and had net cash outflows from operating activities of $26.7 million for the year ended 30 June 2020.

(iii) Going concern

The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.

As disclosed in the financial statements, the group incurred a loss of $31.3 million and had net cash outflows from operating activities of $26.7 million for the year ended 30 June 2020.

The directors believe that it is reasonably foreseeable that the group will continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report after consideration of the following factors:

the group was in a positive working capital position of $32.2 million as at 30 June 2020;
the group incurred $10.8 million of legal defence costs during the current period that are expected to be significantly reduced during the FY 21 financial year;
the group has implemented a cost optimization plan to immediately reduce operating cash requirements. The plan Includes significant reductions including the elimination of certain office leases, and performance related compensation, as well as reductions in service delivery communications costs, and various general and administrative expenses; and
the group has access to the LDA Facility (as per note 5(d)) providing funds up to US $45 million , subject to the terms of the agreement. The amount of any capital call made by the group is subject to and can be limited by conditions imposed in the agreement which are dependent on certain market conditions aligning at the time of the capital call which are not directly within the group’s control.

(iv) New and amended standards adopted by the group

The group has applied the following standards and amendments for the first time for their annual reporting period commencing 1 July 2019:

AASB 16 Leases

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

21 Summary of significant accounting policies (continued)

(a) Basis of preparation (continued)

(v) New standards and interpretations not yet adopted

There are no other new standards and interpretations that are not yet effective and that would be expected to have a material impact on the group in the current or future reporting periods and on foreseeable future transactions.

(vi) AASB Interpretation 23 “Uncertainty over Income Tax Treatments”

Interpretation 23 requires the assessment of whether the effect of uncertainty over income tax treatments should be included in the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates. The Interpretation outlines the requirements to determine whether an entity considers uncertain tax treatments separately, the assumptions an entity makes about the examination of tax treatments by taxation authorities, how an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates and how an entity considers changes in facts and circumstances. The group has adopted Interpretation 23 from 1 July 2019, based on an assessment of whether it is ‘probable’ that a taxation authority will accept an uncertain tax treatment. This assessment takes into account that for certain jurisdictions in which the group operates, a local tax authority may seek to open a group’s books as far back as inception of the group. Where it is probable, the group has determined tax balances consistently with the tax treatment used or planned to be used in its income tax filings. Where the group has determined that it is not probable that the taxation authority will accept an uncertain tax treatment, the most likely amount or the expected value has been used in determining taxable balances (depending on which method is expected to better predict the resolution of the uncertainty). There has been no impact from the adoption of Interpretation 23 in this reporting period. Other accounting pronouncements which have become effect from 1 July 2019 and have therefore been adopted do not have a significant impact on the group’s financial results or position.

(b) Principles of consolidation

(i) Subsidiaries

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

The acquisition method of accounting is used to account for business combinations by the group.

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

(c) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. This has been identified as the chief executive officer.

(d) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Australian dollars ($), which is GetSwift Limited's functional and presentation currency.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

21 Summary of significant accounting policies (continued)

(d) Foreign currency translation (continued)

(ii) Transactions and balances

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

Foreign exchange gains and losses that relate to borrowings are presented in the consolidated statement of profit or loss, within finance costs. All other foreign exchange gains and losses are presented in the consolidated statement of profit or loss on a net basis within other gains/(losses).

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as at fair value through other comprehensive income are recognised in other comprehensive income.

(iii) Group companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate at the date of that consolidated statement of financial position
income and expenses for each consolidated statement of profit or loss and consolidated statement of profit or loss and other comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and
all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

(e) Revenue recognition

The accounting policies for the group’s revenue from contracts with customers are explained in note 2.

(f) Income tax

The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and its subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

21 Summary of significant accounting policies (continued)

(f) Income tax (continued)

Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

(g) Leases

The accounting policies for the group’s leases are explained in note 6(h)(iii).

(h) Impairment of assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

(i) Cash and cash equivalents

For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the consolidated statement of financial position.

(j) Trade receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.

The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.

(k) Inventories

(i) Raw materials, work in progress and finished goods

Raw materials, work in progress and finished goods 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. Costs of purchased inventory are determined after deducting rebates and discounts. 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.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

21 Summary of significant accounting policies (continued)

(l) Investments and other financial assets

(i) Classification

From 1 July 2019, the group classifies its financial assets in the following measurement categories:

those to be measured subsequently at fair value (either through OCI or through profit or loss), and
those to be measured at amortised cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

(ii) Recognition and derecognition

Purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership.

(iii) Measurement

At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Debt instruments

Subsequent measurement of debt instruments depends on the group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the group classifies its debt instruments:

Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the consolidated statement of profit or loss.
FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are presented as a separate line item in the consolidated statement of profit or loss.
FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

21 Summary of significant accounting policies (continued)

(l) Investments and other financial assets (continued)

(iv) Impairment

The group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

(v) Income recognition

Interest income

Interest income is recognised using the effective interest method. When a receivable is impaired, the group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate.

(m) Plant and equipment

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

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount (note 21(h)).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss.

(n) Intangible assets

(i) Goodwill

Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes, being the operating segments .

(ii) Trademarks, licences and customer contracts

Separately acquired trademarks and licences are shown at historical cost. Trademarks, licenses and customer contracts acquired in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and are subsequently carried at cost less accumulated amortisation and impairment losses.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

21 Summary of significant accounting policies (continued)

(n) Intangible assets (continued)

(iii) Software

Separately acquired software is shown at historical cost. Software acquired in a business combination is recognised at fair value at the acquisition date. They have a finite useful life and are subsequently carried at cost less accumulated amortisation and impairment losses.

(iv) Research and development

Expenditure on research activities, undertaken with the prospect of obtaining new scientific or technical knowledge and understanding, is recognised in the consolidated statement of profit or loss and other comprehensive income as an expense when it is incurred.

Expenditure on development activities, being the application of research findings or other knowledge to a plan or design for the production of new or substantially improved products or services before the start of commercial production or use, is capitalised if it is probable that the product or service is technically and commercially feasible, will generate probable economic benefits, adequate resources are available to complete development and cost can be measured reliably. Other development expenditure is recognised in the consolidated statement of profit or loss and other comprehensive income as an expense as incurred.

(v) Amortisation methods and periods

Refer to note 6(b) for details about amortisation methods and periods used by the group for intangible assets.

(o) Trade and other payables

These amounts represent liabilities for goods and services provided to the group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

(p) Warranties

Provision is made for estimated warranty claims in respect of completed construction works and products sold which are still under warranty at the end of the reporting period.

(q) Employee benefits

(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

21 Summary of significant accounting policies (continued)

(q) Employee benefits (continued)

(ii) Other long-term employee benefit obligations

In some countries, the group also has liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

(iii) Share-based payments

Share-based compensation benefits are provided to employees via the 'GetSwift Employee and Executive Ownership Plan'. Information relating to these schemes is set out in note 17.

Employee options

The fair value of options granted under the GetSwift Employee and Executive Ownership Plan is recognised as a share-based payment expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:

including any market performance conditions (e.g. the company’s share price)
excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the company over a specified time period), and
including the impact of any non-vesting conditions (e.g. the requirement for employees to save or holdings shares for a specific period of time).

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

(r) Contributed equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(s) Loss per share

(i) Basic loss per share

Basic loss per share is calculated by dividing:

the loss attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares
by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020 (continued)

21 Summary of significant accounting policies (continued)

(s) Loss per share (continued)

(ii) Diluted loss per share

Diluted loss per share adjusts the figures used in the determination of basic loss per share to take into account:

the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and
the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

(t) Rounding of amounts

The company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the 'rounding off' of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with the instrument to the nearest dollar.

(u) Goods and services tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

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

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.

22 Changes in accounting policies

(a) AASB 16 Leases

The consolidated entity has adopted AASB 16 from 1 July 2019. The standard replaces AASB 117 'Leases' and for lessees eliminates the classifications of operating leases and finance leases. Except for short-term leases and leases of low-value assets, right-of-use assets and corresponding lease liabilities are recognised in the statement of financial position. Straight-line operating lease expense recognition is replaced with a depreciation charge for the right-of-use assets (including in operating costs) and an interest expense on the recognised lease liabilities (included in finance costs.) In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to leases expenses under AASB 117. However EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results improve as the operating expense is now replaced by interest expense and depreciation in profit or loss. For classification within the statement of cash flows, the interest portion is disclosed in operating activities and the principal portion of the lease payments are separately disclosed in financing activities.

(i) Impact of adoption

AASB 16 was adopted using the modified retrospective approach and as such the comparatives have not been restated. The impact of adoption on opening retained profits as at 1 July 2019 was as follows:

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

22 Changes in accounting policies (continued)

(a) AASB 16 Leases (continued)

(a) AASB 16 Leases (continued)
	1 July 2019
a	$
Operating lease commitments as at 1 July 2019 (AASB 117)	927,248
Operating lease commitments discount based on the weighted average incremental borrowing rate
of 8.32% (AASB 16)	(76,123)
Other transitional assessment	97,726
a
Right-of-use assets (AASB 16)	948,951
Lease liabilities - current (AASB 16)	(525,169)
Lease - non-current (AASB 16)	(471,707)
A
Reduction in opening retained earnings as at 1 July 2019	(47,925)

(ii) Right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of-use assets are subject to impairment or adjustment for any remeasurement of lease liabilities.

The group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.

(iii) Lease liabilities

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of-use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.

In applying AASB 16 for the first time, the group has used the following practical expedients permitted by the standard:

The leases which are managed collectively are obligations of operating companies under the Australian parent. Hence, management has adopted the applicable Australian borrowing rate for the purpose of AASB16;
reliance on previous assessments on whether leases are onerous;
the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application; and

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2020

(continued)

22 Changes in accounting policies (continued)

(a) AASB 16 Leases (continued)

the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the group relied on its assessment made applying AASB 117 and Interpretation 4 Determining whether an Arrangement contains a Lease.

GetSwift Limited

GetSwift Limited Directors' declaration 30 June 2020

In the directors' opinion:

(a) the financial statements and notes set out on pages 3 to 63 are in accordance with the Corporations Act 2001 , including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and
(ii) giving a true and fair view of the consolidated entity's financial position as at 30 June 2020 and of its performance for the financial year ended on that date, and
(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

Note 21(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A of the Corporations Act 2001 .

This declaration is made in accordance with a resolution of directors.

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Stanley Pierre-Louis Chairman

Dated 31 August 2020

GetSwift Limited

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INDEPENDENT AUDITOR’S REPORT To the Members of GetSwift Limited

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Opinion

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

In our opinion the accompanying financial report of the Company 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 2020 and of its financial performance for the year then ended; 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 auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We 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.

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. We have determined the matters described below to be the key audit matters to be communicated in our report.

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Key Audit Matters (Continued)

Key Audit Matter	How the audit addressed this matter
Share-based payments Refer to Note 17 in the financial statements
GetSwift Limited issues numerous performance rights and options to employees as part of their long-term incentives. We identified share-based payment expenses as an area of significant risk due to the complexity in valuing options and performance rights, in the volume of options and performance rights issued. An element of subjectivity also exists in respect of management’s assessment around achievement of milestones relating to performance rights. There is a risk that the performance rights and options have both been valued and calculated incorrectly and not in accordance with AASB 2_Share based payments._	Our audit procedures in relation to the accounting for these options and performance rights included: • Reviewing the calculations to ensure that accounting for the share-based payments was appropriate and in accordance with AASB 2_Share Based Payments;_ • Reviewing management’s assessment of the remaining performance rights in respect of the remaining period that the milestones are expected to be achieved in light of the Group’s forecast performance; • Reviewing the option valuation inputs in the Binomial Model, which included assessing the volatility rate applied and comparing the volatility rate to entities in a similar industry as the Group; • Performing a recalculation of the option valuation model; and • Utilising the skills of our corporate finance team to assist in the review.
Contingent liabilities Refer to Note 14 in the financial statements
In February 2018, and subsequent thereto, a number of class action proceedings were brought against the Company and Directors of GetSwift. The proceedings claim that the Directors withheld information from the public and thus did not follow the continuous disclosure rules of the ASX. The proceedings make claim that certain shareholders have suffered losses and seek damages from the Company and/or Directors. There is a risk that the treatment of the above matter as a contingent liability as disclosed in the financial statements is not in accordance with AASB 137 Provisions, Contingent liabilities and Contingent Assets. We identified the contingent liability in relation to the Class Actions as a significant risk due to the potential severity and materiality of the claims.	Our audit procedures in relation to the accounting for, and disclosure of, the potential contingent liabilities included: • Reviewing correspondence between the Company and its legal counsel to assess the position of the claims; • Obtaining legal representations of the claims from the company’s legal counsel; • Discussing current developments of the claims with management and the Company’s legal counsel; and • Assessing the claims in line with AASB 137_Provisions,_ _Contingent liabilities and Contingent Assets_to ensure that the Company has measured and disclosed the contingent liability appropriately in the financial statements

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Key Audit Matters (Continued)

Key Audit Matter	How the audit addressed this matter
Business Combinations Refer to Note 12 in the financial statements
On 31 January 2020, the Group acquired sixty percent of the share capital of the Serbian company, Logo d.o.o. We identified items surrounding this acquisition as an area of significant risk due to the complexity of the transaction and the associated terms. In addition, elements of subjectivity also exist with respect to management’s assessment, particularly related to the fair value of the contingent considerations potentially payable to the sellers, fair value of the assets acquired, forward-looking estimates and various discount rates for present value calculations. Beyond the current financial year, the valuation of intangible assets (including goodwill) resulting from the transaction will also impact impairment assessment in future periods, which may be a key element of focus by investors.	Our audit procedures in relation to the to the accounting for the business combination activities included: • Obtaining the share purchase agreement to understand the key terms and conditions, and ensuring that the transaction had been accounted for in compliance with AASB 3_Business_ Combinations; • Testing the initial consideration, through cash and contingent consideration, to the signed share purchase agreement and to bank statements and assessing the appropriateness of the fair value of the total consideration; • Evaluating the fair value of the contingent consideration included in the purchase price; • Assessing the forecasts used for determining the contingent consideration and comparing these against recent actual performance; • Reviewing and assessing the independent valuation report in respect of the intangible assets identified as part of the acquisition including assessing the reasonableness of the assumptions used in the report; and • Utilising the skills of our corporate finance team to assist in the assessment of the independent valuation report.
Impairment of Goodwill Refer to Note 6 in the financial statements
The Group has net book value goodwill of $4.6 million in respect of acquisitions of subsidiaries and businesses as at 30 June 2020. We identified this area as a Key Audit Matter due to the size of the goodwill balance, and because the directors’ assessment of the ‘value in use’ of the cash generating units (“CGUs”) involves significant judgements about the future underlying cash flows of the business, discount rates and terminal growth applied. For the year ended 30 June 2020 management performed an impairment assessment over the goodwill balance by: • calculating the value in use for each CGU using a discounted cash flow model. The model used cash flows (revenues, expenses and capital expenditure) for the CGU of 5 years, with a terminal growth rate applied to the 5th year. The cash flows were then discounted to net present value using the CGU’s weighted average cost of capital (WACC); and • comparing the resulting value in use of the CGU to its respective carrying value. Management also performed a sensitivity analysis over the value in use calculations, by varying key assumptions like the WACC and revenue.	Our audit procedures in relation to management’s impairment assessment involved the assistance of our Corporate Finance team where required, and included: • Assessing management’s determination that the goodwill should be allocated to two CGU’s based on the nature of the Group’s business and the manner in which results are monitored and reported; • Assessing the valuation methodology used; • Challenging the reasonableness of key assumptions, including the cash flow projections, exchange rates, discount rates, and sensitivities used; and • Checking the mathematical accuracy of the discounted cash flow model, and reconciling input data to supporting evidence, such as approved budgets and considering the reasonableness of these budgets.

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Key Audit Matters (Continued)

Key Audit Matter	How the audit addressed this matter
Going Concern Refer to Note 21 (a) in the financial statements
For the year ended 30 June 2020, the Group incurred a net loss after income tax of $31.3 million and had net cash outflows from operating activities of $28.8 million. The directors have prepared the financial report on the going concern basis. The directors' assessment of the Group's ability to continue as a going concern is based on a cash flow budget for twelve months from the date of signing the financial statements. We determined this assessment of going concern to be a key audit matter due to the significant judgments involved in preparing the cashflow budget, and the potential material impact of the results of management´s assessment.	Our audit procedures included, among others: • Critically assessing the directors' reasons as to why they believe it is appropriate to prepare the financial report on a going concern basis, including assessing the reasonableness of the assumptions used in the cash flow forecasts and budgets prepared; • Reviewing the mathematical accuracy of the cash flow forecasts prepared by management; • Performing a sensitivity analysis over the key assumptions; and • Assessing the adequacy of the going concern disclosures in the financial report.
Revenue recognition Refer to Note 2 in the financial statements
Revenue recognition was considered a key audit matter, as it is complex and involves significant management judgements. Revenue from operations derived from Logo d.o.o makes up $19.6m of the Group’s revenue. Of this revenue, $4.9m is attributable to longer term material contracts. These contracts have numerous performance obligations attached to them and can span over one year. These factors heighten the risk that revenue recognition is not in line with AASB 15_Revenue from Contracts with_ Customers. Additionally, AASB 15 was adopted by Logo d.o.o for the first time to 30 June 2020. Logo engaged a management expert to undertake an exercise of ensuring all contracts in existence to 30 June 2020 have been recognized in line with AASB 15_Revenue from Contracts with Customers_.	Our audit procedures in relation revenue included: • Assessing whether the Group’s revenue recognition policies are in compliance with Australian Accounting Standards; • Reviewing management expert’s workings by testing a sample of large contracts to ensure the accuracy and consistency with the underlying contracts; and • Checking the treatment of the revenue recognized for each contract against requirements of AASB 15_Revenue from_ Contracts with Customers. • Reviewing sales transactions before and after year-end to ensure that revenue was recognised in the correct period; and • Reviewing large or unusual transactions during the financial year.

Other Information

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

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

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

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

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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 have no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report forms part of our auditor’s report, and is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/auditors_responsibilities/ar1.pdf

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2020.

In our opinion, the Remuneration Report of GetSwift Limited, for the year ended 30 June 2020, 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.

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RSM AUSTRALIA PARTNERS

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M PARAMESWARAN Partner

Dated: 31 August 2020 Melbourne, Victoria

GetSwift Limited.

MANAGEMENT’S DISCUSSION AND ANALYSIS (“MD&A”)

The following discussion and analysis should be read in conjunction with the Financial Statements for the year ended June 30, 2020, which we prepared in accordance with International Financial Reporting Standards (“IFRS”). Certain information included herein is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See “Forward-Looking Statements” and “Risks Factors” outlined in the prospectus for GetSwift Technologies Limited dated January 4, 2021.

The Date of this MD&A is January 4, 2021.

The MD&A is a narrative explanation, through the eyes of management, of how the company performed during the period covered by the financial statements, and of the company’s financial condition and future prospects. The MD&A complements and supplements the company’s financial statements but does not form part of the company’s financial statements.

Unless otherwise indicated, all dollar amounts are expressed in Australian dollars (AUD). Due to rounding, certain totals and subtotals may not foot and certain percentages may not reconcile.

Additional information about GetSwift Limited (the “Group” or “GetSwift”), is available at our website GetSwift.co. The company does not file an AIF and is not registered on Sedar.com.

Overview

GSW is a technology and services company that offers a suite of software, products, and services focused on business and logistics and automation, data management and analysis, communications, information security, and infrastructure optimization and also includes ecommerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimization, cash management, task management shift management, asset track, real-time alerts, cloud communications, and communications infrastructure services and products through consulting, design, construction, and maintenance. GetSwift’s offerings are used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.

On January 31, 2020, the group acquired sixty percent of the share capital of Logo d.o.o. (“the Entity”) a Serbian based provider of communications infrastructure products and services. With the acquisition of Logo, the group can now offer clients a suite of complementary services in areas including data centres, communications infrastructure, and Infosec, among others. The combined offerings of both SaaS logistics and technical services will position the group uniquely as a one-stop shop, enabling the group to work with larger enterprise clients and accelerate its global expansion. The group will control a majority of Logo’s Supervisory Board. The total consideration paid consisted of $9,067,060 comprised of $9,017,872 cash and $49,188 in contingent consideration. The goodwill acquired was $2,077,390 and intangibles were $11,030,060. The detail of this transaction is provided in note 12 of the Financial Report.

The emergence of COVID-19 was met by a combination of careful analysis, insightful leadership

and compassion as the Company dealt early and quickly with the impacts to customers and its team. Senior leadership identified the severity of the challenge quite early and took the initiative to close all offices and transition the team to virtual functionality. This required additional emphasis on personal protective equipment needs for staff that are deployed externally and ongoing facility inspections, where required.

Even with quick action to shut facilities and adjust work assignments to protect teams and customers, the Company experienced the loss of two of its team members to the virus. The CEO of the Company made the decision to provide financial relief to the affected staff members’ families, and the CEO has undertaken to provide ongoing financial relief to affected families, with special consideration being given to any minors left without a primary wage earner. This commitment will not materially affect the financial standing of the Company.

With a combination of regular health and safety check-ins and increased use of digital tools available to the team, the Company continues to protect its team and customers from COVID-19, while staying available to assist in the business transition of its clients to increased digital commerce.

This report is to be read in conjunction with note 14 of the Financial Report contingent liabilities in regard to litigation.

Expenses consist primarily of general and administrative expenses, employee related costs, operating expenses and share based payment expenses.

Through its two operating segments, "Technology Subscription Services" and "Communication Technology Services", the company derives revenue from contracts with its clients by offering a suite of software, products and services focused on business and logistics and automation, data management and analysis, communications, information security, and infrastructure optimisation and also includes e- commerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimisation, cash management, task management shift management, asset track, real-time alerts, cloud communications, and communications infrastructure products and services including consulting, design, construction, and maintenance. GetSwift’s offerings are used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.

Results of Operations

(In AUD Dollars, Except percentage and per share amounts)

Revenue from contracts with customers
Other Income
Other gains/(losses) - net
Employee Benefits expenses
General and Administrative expenses
Operating Expenses
Share-based payment expenses
Operating profit/(loss)
Loss before income tax
Income Tax Expense
Loss for the period
Other Comprehensive Income
Items that may be reclassified to profit or
loss:
Exchange differences on translation of foreign
operations
Total comprehensive loss for the period
Loss per share for the loss attributable to
the ordinary equity holders of the company
Basic and diluted loss per share
Cash Dividends declared per share
Basic and diluted loss per share
Total Assets
Total Long Term Liabilities

3 Months
Ended 30
June
Period Over
Period
Change
Year Ended
30 June
Period Over
Period
Change
2020
2019
$
%
2020
2019
$
%
$
$
$
$
13,296,818
987,684
12,309,134
1246%
24,962,375
2,139,816
22,822,559
1067%
413,667
346,660
67,007
19%
1,626,923
1,680,269
(53,346)
-3%
13,710,485
1,334,344
12,376,141
928%
26,589,298
3,820,085
22,769,213
596%
(10,732,124)
600,284
(11,332,408)
-1888%
1,790,135
5,184,260
(3,394,125)
-65%
(4,238,555)
(2,442,680)
(1,795,875)
74%
(13,039,084)
(10,124,988)
(2,914,096)
29%
(10,806,508)
(5,471,595)
(5,334,913)
98%
(29,315,524)
(16,821,268)
(12,494,256)
74%
(8,762,111)
-
(8,762,111)
0%
(15,499,278)
-
(15,499,278)
0%
52,337
1,061,448
(1,009,111)
-95%
(1,691,477)
(1,551,994)
(139,483)
9%
(20,776,476)
(4,918,199)
(15,858,277)
322%
(31,165,930)
(19,493,905)
(11,672,025)
60%
(20,776,476)
(4,918,199)
(15,858,277)
322%
(31,165,930)
(19,493,905)
(11,672,025)
60%
(154,034)
9,783
(163,817)
-1675%
(169,140)
-
(169,140)
0%
(20,930,510)
(4,908,416)
(16,022,094)
326%
(31,335,070)
(19,493,905)
(11,841,165)
61%
5,441,159
(211,825)
5,652,984
-2669%
94,053
(855,825)
949,878
-111%
(15,489,351)
(5,120,241)
(10,369,110)
203%
(31,241,017)
(20,349,730)
(10,891,287)
54%
Cents
Cents
Cents
%
Cents
Cents
Cents
%

(11.04)
(2.60)
(8.44)
324%
(16.56)
(10.34)
(6.22)
60%
-
-
-
-
-
-
3 Months
Ended 30
June
Year Ended
30 June
Period Over
Period
Change
2020
2020
2019
$
%
$
$
$
(11,990,672)
75,955,064
78,640,706
(2,685,642)
-3%
(796,057)
2,850,009
10,640
2,839,369
26686%

Comparison of the 3-month and year ended June 30, 2020 and 2019

Revenue:

Customer revenue in the quarter of $13,296,818 increased over the prior year by $12,309,134 or 1246%. The increase is primarily attributable to the acquisition of Logo. Point in time Revenue grew by $10,884,914 over time revenue grew by $1,424,221 with the addition of the Logo business.

Customer revenue for the 12 months to June 30, 2020 of $24,962,375 increased over the prior year by $22,822,559 or 1067%. Point in time Revenue grew by $18,375,391, over time revenue grew by $4,447,168. The increase is primarily attributable to the acquisition of Logo.

Within Technology Subscription Services, during the 12 months to June 30, 2020 revenues included a full 12 months of the acquired Delivery BIZ Pro and Scheduling+ businesses. The prior period only reflected 4 months of these acquisitions. Revenues increased $2,058,081 in 2020 over 2019. Other than this increase, distribution and other enterprise contributed the majority of the increased revenues over the 12month period. Revenues increased $583,133 in 2020 over 2019. In addition pay as you go clients, revenue increased.

Communication Technology Services expanded its telecommunications product and services during the quarter ending June 30, 2020, with most large clients continuing to generate revenue. For the quarter ending 30 June 2020, one customer represented 62% of the quarters’ revenue and the same customer represented 35% of the years’ revenue.

No companywide price changes were implemented.

The company does not calculate a gross margin and therefore there is no cost of goods sold.

Revenue from Contract with Customers

Segment Information

Technology Subscription Services
Communication Technology Services
Geographical Information
2020
Point in Time
Subscription Services
Sale of Products
Sale of finished products and services
Over time
Subscription Services
Sales of Products and Services
2019
Point in Time
Subscription Services
Sale of Products
Sale of finished products and services
Over time
Subscription Services
Sales of Products and Services
$ Variance
Point in Time
Over time
% Variance
Point in Time
Over time

3 Months
Ended 30
June
Period Over
Period
Change
Year Ended
30 June
Period Over
Period
Change
2020
2019
$
%
2020
2019
$
%
$
$
$
$
1,417,648
987,683
429,965
44%
5,397,632
2,139,816
3,257,816
152%
11,879,170
-
11,879,170
0%
19,564,743
-
19,564,743
0%
13,296,818
987,683
12,309,135
1246%
24,962,375
2,139,816
22,822,559
1067%
3 Months to March 2020
Year Ended 30 June 2020
Asia Pacific
Americas
EMEA
Total
Asia Pacific
Americas
EMEA
Total
$
$
$
$
$
$
$
$
12,664
132,400
85,451
230,515
98,980
398,955
203,796
701,731
-
-
8,152,182
8,152,182
-
-
14,667,096
14,667,096
-
-
2,624,225
2,624,225
-
-
3,448,503
3,448,503
12,664
132,400
10,861,858
11,006,922
98,980
398,955
18,319,395
18,817,330
94,781
1,040,295
52,058
1,187,134
346,156
3,662,819
686,927
4,695,902
-
-
1,102,762
1,102,762
-
-
1,449,143
1,449,143
94,781
1,040,295
1,154,820
2,289,896
346,156
3,662,819
2,136,070
6,145,045
107,445
1,172,695
12,016,678
13,296,818
445,136
4,061,774
20,455,465
24,962,375
Asia Pacific
Americas
EMEA
Total
Asia Pacific
Americas
EMEA
Total
$ $ $ $ $ $ $ $ 6,829
44,111
71,068
122,008
100,378
194,612
146,949
441,939
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,829
44,111
71,068
122,008
100,378
194,612
146,949
441,939
111,370
788,923
(34,618)
865,675
410,858
1,170,268
116,751
1,697,877
-
-
-
-
-
-
-
-
111,370
788,923
(34,618)
865,675
410,858
1,170,268
116,751
1,697,877
118,199
833,034
36,450
987,683
511,236
1,364,880
263,700
2,139,816
5,835
88,289
10,790,790
10,884,914
(1,398)
204,343
18,172,446
18,375,391
(16,589)
251,372
1,189,438
1,424,221
(64,702)
2,492,551
2,019,319
4,447,168
(10,754)
339,661
11,980,228
12,309,135
(66,100)
2,696,894
20,191,765
22,822,559
85%
200%
15184%
8921%
-1%
105%
12366%
4158%
-15%
0%
0%
0%
-16%
0%
0%
0%
-9%
41%
32868%
1246%
-13%
198%
7657%
1067%

Other Income:

For the 3 months ended June 30, 2020 other income of $413,667 increased by $66,977 or 19% and is primarily comprised of interest proceeds from investments and a Serbian Government Subsidy to help with the Covid-19 pandemic. For the year ended June 30, 2020 other income of $1,626,923 decreased by $53,967 or 3% and is comprised of $1,166,122 in interest proceeds from investments and $242,963 from the receipt of an Australian research & development tax incentive.

Other income
Interest on Financial assets held as investments
Research and development tax incentive
Other items

3 Months
Ended 30
June
Period Over
Period
Change
Year Ended
30 June
Period Over
Period
Change
2020
2019
$
%
2020
2019
$
%
$
$
$
$

196,699
346,660
(149,961)
-43%
1,166,122
1,521,508
(355,386)
-23%
-
30
(30)
-100%
242,963
158,791
84,172
53%
216,968
-
216,968
0%
217,838
-
217,838
0%
413,667
346,690
66,977
19%
1,626,923
1,680,299
(53,376)
-3%

Other Gains/(Losses):

For the 3 months to June 30, 2020 other gains/(losses) was a loss of $10,732,124 driven by the reversal of the Net foreign exchange gain driven by a strengthening Australian Dollar. For the year ended June 30 2020 other gains/(losses) was $1,790,135 an decrease over 2019 of $3,394,125 or 65 %, Other gains/(losses) is comprised of the group's net foreign exchange gain reflected by the US dollars position against the Australian dollar.

Other gains/(losses)
Net gain/(loss) on disposal of property, plant an
Net foreign exchange gains/(losses)
Other Items

3 Months
Ended 30
June
Period Over
Period
Change
Year Ended
30 June
Period Over
Period
Change
2020
2019
$
%
2020
2019
$
%
$
$
$
$
d
(1,597)
-
(1,597)
0%
4,499
-
4,499
0%
(10,690,753)
600,284
(11,291,037)
-1881%
1,833,378
5,184,260
(3,350,882)
-65%
(39,774)
-
(39,774)
0%
(47,742)
-
(47,742)
0%
(10,732,124)
600,284
(11,332,408)
-1888%
1,790,135
5,184,260
(3,394,125)
-65%

Expenses:

Breakdown of expenses

General and administrative expenses
Advertising and marketing
Amortisation
Bad debts
Contingent Consideration expense
Depreciation
Finance costs
Insurance
Legal fees
Occupancy
Professional fees
Provision Expenses
Technology Contractors
Travel and entertainment
Website expenses
Other expenses
Employee benefits expenses
Salaries, bonuses and directors' fees
Superannuation and 401(k)
Other
Operating Expenses
Materials
Service Costs
Warranty Provisions Net
Total Expenses

3 Months
Ended 30
June
Period Over
Period
Change
Year Ended
30 June
Period Over
Period
Change
2020
2019
$
%
2020
2019
$
%
$
$
$
$
266,131
210,680
55,451
26%
1,193,129
806,173
386,956
48%
869,813
502,930
366,883
73%
2,355,385
502,930
1,852,455
368%
141,310
3,830
137,480
3590%
312,507
36,747
275,760
750%
533,392
-
533,392
0%
533,392
-
533,392
0%
256,238
22,823
233,415
1023%
843,313
64,157
779,156
1214%
18,937
15,518
3,419
22%
228,315
28,362
199,953
705%
634,638
292,977
341,661
117%
1,604,863
1,146,036
458,827
40%
6,501,590
1,923,460
4,578,130
238%
12,822,641
5,865,796
6,956,845
119%
139,033
207,421
(68,388)
-33%
307,503
751,403
(443,900)
-59%
(431,157)
571,155
(1,002,312)
-175%
2,670,836
1,880,810
790,026
42%
467,672
-
467,672
0%
467,672
-
467,672
0%
474,777
613,448
(138,671)
-23%
2,082,739
2,773,256
(690,517)
-25%
(2,610)
77,512
(80,122)
-103%
472,221
863,733
(391,512)
-45%
536,836
287,840
248,996
87%
1,759,516
824,802
934,714
113%
399,908
742,001
(342,093)
-46%
1,661,492
1,277,063
384,429
30%
9,869,764
4,441,754
5,428,010
122%
25,894,516
14,719,403
11,175,113
76%
3,917,623
2,213,752
1,703,871
77%
11,687,812
9,073,839
2,613,973
29%
105,713
15,161
90,552
597%
371,716
315,341
56,375
18%
215,219
213,767
1,452
1%
979,556
735,808
243,748
33%
4,238,555
2,442,680
1,795,875
74%
13,039,084
10,124,988
2,914,096
29%
7,868,539
-
7,868,539
0%
13,961,560
-
13,961,560
0%
1,271,498
-
1,271,498
0%
1,915,644
-
1,915,644
0%
(377,926)
(377,926)
0%
(377,926)
-
(377,926)
0%
9,140,037
-
9,140,037
0%
15,499,278
-
15,499,278
0%
23,248,356
6,884,434
16,363,922
238%
54,432,878
24,844,391
29,588,487
119%

Expenses for the 3 months ended June 30, 2020, increased 238%, or $16,363,922 to $23,248,356 compared to $6,884,434 during the same period in 2019. As a percentage of total revenue, expenses were 170% for the 3 months ended June 30, 2020 and 516% for the same period in 2019. The dollar increase is primarily attributable to the Logo acquisition and includes the amortization of the Logo and DBP intangibles.

Overall expenses for the year ended June 30, 2020, increased 119%, or $29,588,487 to $54,432,878 compared to $24,844,391 during the same period in 2019. As a percentage of total revenue, expenses were 205% for the year ended June 30, 2020 and 650% for the same period in 2019. The dollar increase is the full year impact of the 2019 acquisitions and the acquisition of Logo beginning in February 2020.

Advertising and Marketing: – Advertising and Marketing expenses increased 26% or $55,451 to 266,131 for the 3 months ended June 30, 2020 compared to $210,680 for the same period in 2019. The increase reflects new fees related to annual marketing advisory and consulting agreements added in Europe during Q2 FYE 2020 and North America during Q1 FYE 2020. These expenses increased 48% or $386,959 to 1,193,129 for the year ended June 30, 2020 compared to 806,173 for the same period in 2019. This is the result of increased marketing advisory spend in the European market to support expansion and additional consulting fees to assist with growth in the US.

Amortisation: – Amortisation expenses amounted to $868,813 for the 3 months to June 30, 2020 and $2,355,385 for the year ended June 30, 2020. The company amortises the intangibles acquired as part of the completed acquisitions.

Bad Debts: – Bad Debt expense amounted to $141,310 for the 3 months to June 30, 2020 and $312,507 for the year ended June 30, 2020. This bad debt aligns with revenue growth.

Contingent Consideration: – Additional Contingent consideration of $533,392 in relation the acquisitions DBP and Logo was first recognised during the 3 months ended June 30, 2020 and thus for the year ended June 30, 2020.

Depreciation: – Depreciation of property and equipment increased 1023% or $233,415 to $256,238 for the 3 months ended June 30, 2020 compared to $22,823 for the same period in 2019 and increased 1214% or $779,156 to $843,313 for the year ended June 30, 2020 compared to $464,157 for the same period in 2019. This increase relates to the new application of the accounting guidelines IFRS 16 for leases and the acquisition of Logo.

Finance Costs: – Finance Costs for the business increased 22% or $3,419 to $18,937 for the 3 months ended June 30, 2020 compared to $15,518 for the same period in 2019 and increased 705% or $199,953 to $228,315 for the year ended June 30, 2020 compared to $28,362 for the same period in 2019. This increase relates to the new application of the account guidelines IFRS 16 for leases.

Insurance: – Insurance expenses increased 117% or $341,661 to 634,638 for the 3 months ended June 30, 2020 compared to $292,977 over the same period in 2019 and increased 40% or $458,827 for the year ended June 30, 2020 compared to $1,146,036 over the same period in 2019. The additional expenses were related primarily to D&O coverage and also insurance expenses related to the expansion of our offices in USA and EMEA.

Legal Fees: – Legal Fees increased 238% or $4578,130 to 6,501,590 for the 3 months ended June 30, 2020 compared to $1,923,460 over the same period in 2019 and increased 119% or $6,956,845 for the year ended June 30, 2020 compared to $5,865,796 over the same period in 2019. These additional fees relate to ongoing ASIC and class action litigation – see Contingencies.

Occupancy: – Occupancy expenses decreased 33% or $69,388 to $139,033 for the 3 months ended June 30, 2020 compared to $207,421 for the same period in 2019 and decreased 59% or $443,900 for the year ended June 30, 2020 compared to $751,403 for the same period in 2019. This decrease relates to the new application of IFRS 16 for leases as well as the conclusion and non-renewal of leases in the US and Australia.

Professional Fees: – Professional Fees decreased 175% or $1,002,312 to $(433,157) for the 3 months ended June 30, 2020 compared to $571,155 for the same period in 2019 and increased 42% or $790,026 to $2,670,836 for the year ended June 30, 2020 compared to $1,880,810 for the same period in 2019. The reduction in the quarter ending June 30 2020, was the result of the reclassification of capital raise costs to equity. Professional fees increased year over year due to consultants utilized to aid in growth of the business and support the Logo acquisition and other initiatives.

Provision Expenses: – Provision expenses of $467,672 in relation the cost of the providing warranty services in the Communication Technology Services segment was first recognised in the 3 months ended June 30, 2020 and thus for the year ended June 30, 2020.

Technology Contractors: – Technology Contractors expenses decreased 23% or $138,671 to $474,777 for the 3 months ended June 30, 2020 compared to $613,448 for the same period in 2019 and decreased 25% or $690,517 to $2,082,739 for the year ended June 30, 2020 compared to $2,773,256 for the same period

in 2019. Contractor resources were shifted from Australia and the US to Serbia where costs for similar services are lower.

Travel and Entertainment: – Travel and Entertainment expenses decreased 108% or $80,122 to $(2,610) for the 3 months ended June 30, 2020 compared to $77,512 for the same period in 2019 and decreased 45% or $391,512 to $472,221 for the year ended June 30, 2020 compared to 863,733 for the same period in 2019. A conscious effort was made to reduce corporate related international travel in 2020, and when coupled with COVID-19 restrictions, resulted in the large reduction in travel related expenses.

Website: – Website expenses increased 87% or $248,995 to $536,836 for the 3 months ended June 30, 2020 compared to $287,840 for the same period in 2019 and increased 113% or $934,714 for the year ended June 30, 2020 compared to $824,802 for the same period in 2019. Increased cloud storage and support related to the acquisitions and company growth were the cause of the increases in these comparative periods.

Other Expenses: – Other expenses decreased 46% or $342,093 to $399,908 for the 3 months ended June 30, 2020 compared to $742,001 for the same period in 2019 and increased 30% or $384,429 to $1,661,492 for the year ended June 30, 2020 compared to $1,277,063 over the same period in 2019. The decrease in the quarter is a largely a result of timing and certain expenses which did not recur. Various general operating expenses make up this balance and the increase for the 12 month period is largely due to additional expenses related to Logo’s business.

Employee Benefits expenses: – Staff expenses increased 74% or $1,795,875 to 4,238,565 for the 3 months ended June 30, 2020 compared to $2,442,680 for the same period in 2019 and increased 29% or $2,914,096 to 13,039,084 for the year ended June 30, 2020 compared to $10,124,988 for the same period in 2019. Staff related expenses increased primarily from the full year of DBP salaries, and the addition of LOGO, The quarter ended June 30, 2020 varies primarily from the timing of variable incentive compensation payments.

Operating expenses: - Operating expenses is a new category of expenses post the acquisition of Logo and represents Logo’s direct production expenses. The expenses were $9,140,037 for the 3 months and the year ended June 30, 2020 and $15,499,278 for the year ended June 30, 2020. The quarter was the first time the warranty reversal was recognized following the acquisition of Logo.

Share-Based payment expenses:

The establishment of the 'GetSwift Employee and Executive Ownership Plan' was approved by shareholders at the extraordinary general meeting held on 9 August 2016. The plan is designed to provide long-term incentives for employees (including directors) to deliver long-term shareholder returns. Participation in the plan is at the board's discretion. The Plan does provide share options and performance rights (which have milestones attached).

Share-based payment costs decreased 95% or $1,009,111 to $52,337 for the 3 months ended June 30, 2020 compared to $1,061,448 for the same period in 2019 and increased 9% or $139,483 to $1,691,477 for the year ended June 30, 2020 compared to $1,551,994 for the same period in 2019 due to changes in both

valuations and participants. The movement in the quarter is actuarially determined based on several factors including option expiry and other changes.

Share-based payment expenses

Options issued under GetSwift Employee and Executive Ownership Plan Performance Rights	year ended June 30, Period Over Period Change 2020 2019 $ % $ $ 706,767 1,162,663 (455,896) -39% 970,325 389,331 580,994 149%
	1,677,092 1,551,994 125,098 8%

Income Tax Expense:

GetSwift is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The consolidated entity recognises liabilities for anticipated tax audit issues based on the consolidated entity's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

During the 3 months ended June 30, 2020 and 2019, the groups income tax expense was $154,034 and $(9,783) and during the year ended June 30, 2020 and 2019, our income tax expense was $169,140 and $nil.

GetSwift is subject to tax audits in the countries in which the Company carries on business globally. These tax audits could result in additional tax expense in future periods relating to historical filings. Reviews by tax authorities generally focus on, but are not limited to, the validity of the Company’s inter-company transactions, including financing and transfer pricing policies which generally involve subjective areas of taxation and a significant degree of judgment. If any of these tax authorities were successful with their

challenges, the Company’s income tax expense may be adversely affected and GetSwift could also be subject to interest and penalty charges.

Total Assets and Long Term Liabilities:

For the year ended June 30 2020 Total Assets was $75,955,064 a decrease over 2019 of $2,685,642 or -3 %, The Total Assets movement was the result of the Logo acquisition which increased trade receivables, inventories and intangible assets and a decrease in cash from operations.

For the year ended June 30 2020 Total Long Term Liabilities was $2,850,009 an increase over 2019 of $2,839,369 or 26,686 %, The Total Long Term Liabilities movement was the result of the Logo acquisition which increased deferred tax liabilities, and warranty provisions.

Comparison of the year ended June 30, 2019 and 2018

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Revenue:

Customer revenue of $2.140 million increased over the prior year by $1.369 million or 178%. Revenue Over Time grew by $1.266 million and point in time revenue grew by $0.103 million. Approximately half of the increase in Over Time revenue was acquisition related with the remainder from the addition of customers. The increase in Point in Time revenue was primarily from the addition of customers.

Specifically, the company supplied customization and onboarded new enterprise clients in 2019 over 2018 and saw steady growth in the pay as you go side of the business.

No companywide prices changes were implemented.

Delivery management services revenue is recognised either at a Point in Time when the service request is facilitated, or Over Time as services are provided, based upon the applicable rates within contractual customer agreements, typically ranging from 1-3 years when not a non-contracted Pay as You Go customer. For contracted customers, any set-up or software customization fees are allocated on a straight-line basis over the term of the contract.

The company does not calculate a gross margin and therefore there is no cost of goods sold.

==> picture [470 x 108] intentionally omitted <==

==> picture [470 x 107] intentionally omitted <==

Other Income:

For 2019 other income of $1.680 million increased by $0.974 million or 138% and is comprised of $1.521 million in interest proceeds from term deposit investments and $0.159 million from the receipt of an Australian research & development tax incentive.

==> picture [470 x 125] intentionally omitted <==

Other Gains/(Losses):

For 2019 other gains/(losses) was $5.184 million a decrease over 2018 of $0.176 million or 3%, Other gains/(losses) is comprised of an unrealized gain on moving our cash reserves from Australian dollars to US dollars.

==> picture [470 x 68] intentionally omitted <==

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Expenses:

==> picture [470 x 111] intentionally omitted <==

Overall expenses for the fiscal year ended June 30, 2019, increased 91%, or $12.845 million to $26.946 million, compared to $14.10 million during the same period in 2018. As a percentage of total revenue, expenses were 705% for the fiscal year ended June 30, 2019 and 955% for the same period in 2018

Employee Benefits expenses: – Staff expenses increased 110% or $5.294 million for the year ended June 30, 2019 over the same period in 2018. Staff related expenses increased due to the company’s growth and expansion in the United States. Staff additions, recruitment costs and increased eligibility for incentives and benefits resulted in higher expenses year over year.

Advertising and Marketing: – Advertising and Marketing expenses increased 129% or $0.454 million for the fiscal year ended June 30, 2019 over the same period in 2018. Increased online advertising and advertising and marketing expenses directly related to the acquisitions of DBP and SP caused the year over year increase.

Amortisation: – Amortisation expenses were incurred for the first time in 2019 and amounted to $0.503 million for the fiscal year. The company began amortisation of the intangibles acquired as part of the two acquisition completed during the year.

Bad Debts: – Bad Debt expenses were incurred for the first time in 2019 and amounted to $0.037 million for the fiscal year. With contract revenues increasing 3-fold year over year we have started to create a provision for bad debts.

Depreciation: – Depreciation of property and equipment increased 113% or $0.034 million for the fiscal year ended June 30, 2019 over the same period in 2018. This increase relates to the technology expansion in the US and Europe.

Finance Costs: – Finance Costs for the business increased 367% or $0.022 million for the fiscal year ended June 30, 2019 over the same period in 2018. This increase relates to the recording of the intangibles from the acquisition.

Insurance: – Insurance expenses increased 341% or $0.886 million for the fiscal year ended June 30, 2019 over the same period in 2018. The additional expenses were related an added D&O policy and additional insurance expenses related to the acquired business.

Legal Fees: – Legal Fees increased 80% or $2.607 million for the fiscal year ended June 30, 2019 over the same period in 2018. These additional fees relate to ongoing ASIC litigation.

Occupancy: – Occupancy expenses increased 125% or $0.417 million for the fiscal year ended June 30, 2019 over the same period in 2018. Expansion of offices in Europe an US during the year ending June 30, 2019 drove the increase in expense year over year.

Professional Fees: – Professional Fees increased 29% or $0.423 million for the fiscal year ended June 30, 2019 over the same period in 2018. Increased fees were incurred to engage outside companies to perform support services related to the expansion and growth of the business.

Technology Contractors: – Technology Contractors expenses increased 28% or $0.605 million for the fiscal year ended June 30, 2019 over the same period in 2018. Contractors were added in the US and outsourced to Europe to support the technology department in lieu of hiring US staff.

Travel and Entertainment: – Travel and Entertainment expenses increased 36% or $0.229 million for the fiscal year ended June 30, 2019 over the same period in 2018. These expenses increased due to necessary travel to support the global expansion and growth of the business.

Web Site: – Web Site expenses increased 225% or $0.571 million for the fiscal year ended June 30, 2019 over the same period in 2018. Increased cloud storage and support related to the acquisition and company growth were the cause of the increase year over year.

Other Expenses: – Other expenses increased 148% or $0.763 million for the fiscal year ended June 30, 2019 over the same period in 2018. The main drivers for the increase are added expenses related to software and communication services that support customers, as well as initial costs for growth and expansion related to new locations in US and Europe.

Share-Based payment expenses:

The establishment of the 'GetSwift Employee and Executive Ownership Plan' was approved by shareholders at the extraordinary general meeting held on 9 August 2016. The plan is designed to provide long-term incentives for employees (including directors) to deliver long-term shareholder returns. Participation in the plan is at the board's discretion and no individual has a contractual right to participate

in the plan or to receive any guaranteed benefits. The Plan does provide share options and performance rights (which have milestones attached).

Share-based payment costs decreased 68% or $3.307 million for the fiscal year ended June 30, 2019 over the same period in 2018 due to changes in both valuations and participants.

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Income Tax Expense:

GetSwift operates globally and we calculate our tax provision in each of the jurisdictions in which we conduct business. Our effective tax rate on a consolidated basis is, therefore, affected by the realization and anticipated relative profitability of our operations in those various jurisdictions, as well as different tax rates that apply and our ability to utilize tax losses and other credits.

During the twelve months ended June 30, 2019 and 2018, our income tax expense was nil as the group companies incurred a loss from continuing operations.

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Total Assets and Long Term Liabilities:

For the year ended June 30 2019 Total Assets was $78.641m a decrease over 2018 of $19.163m or -20 %, The Total Assets movement was the result of the acquisition of DBP and SP which increased trade receivables, and intangible assets and a decrease in cash from operations.

For the year ended June 30 2019 Total Long Term Liabilities was $0.011m an increase over 2018 of $0.002m or 22 %, The Total Long Term Liabilities movement was the result of an increase in the employee benefit provision.

Net Loss and Earnings per Share:

Net loss from continuing operations for the 3 months ended June 30, 2020 was $20,930,510 compared to $4,908,416 for the same period in 2019. On a per share basis this translated into a net loss per diluted share of 11.04 cents for the 3 months ended June 30, 2020 compared to net loss per diluted share of 2.6 cents for the same period in 2019.

Net Loss for the year ended June 30, 2020 was $31,335,070 compared to $19,493,905 for the same period in 2019. On a per share basis this translated into a net loss per diluted share of 16.56 cents for the year ended June 30, 2020 compared to net loss per diluted share of 10.34 cents for the same period in 2019.

The number of shares outstanding was 189,231,086 on June 30, 2020, compared to 188,524,310 on June 30, 2019.

Net cash flows (outflows) from operating activities (“CFO”):

For the 3 months to June 30, 2020, CFO increased in outflow of $1,812,758 to $8,483,425 compared to $6.670,667 during the same period in 2019, representing an increase of 27%. The increase was related to the timing of payments to suppliers and the results of Logo.

For the year ended June 30, 2020, CFO decreased in outflow of $22,116 to $26,790,435 compared to $26,812,551 during the same period in 2019, representing a decrease of 0%. The decrease was from both normal operating expenditures and from increased revenues over the period.

Quarterly Results:

For the purposes of this section, the company is not required to provide information for a quarter prior to the company becoming a reporting issuer if the company has not prepared financial statements for those quarters. The company has not historically prepared quarterly financial statements, however, the company has prepared financial statements for each six month period. Below, the company has provided summary results for each of the eight most recently completed quarters for which the company prepared financial statements.

Quarterly Results

$'000, except for per share amounts - Cents

Revenue Total comprehensive loss for the period Net cash (Outflow) from operating activities Loss per share for the loss attributable to the ordinary equity holders of the company Basic & Diluted - Cents	3 months ending
	Mar 19 Jun 19 Mar 20 Jun 20 $'000 $'000 $'000 $'000 1,126 1,334 9,111 13,710 (8,185) (5,120) (3,207) (15,489) (5,057) (6,671) (6,178) (8,483) (4.35) (2.60) 1.19 (11.04)

The company has seen continued growth in revenue in its Communication Technology Services segment through the Logo acquisition and on boarding of clients onto the company’s software services. There have been no companywide price increases over the period. The business does not see significant seasonal fluctuations that would affect its quarterly results. The company continued to invest in its platform and continued expansion into the US and European market which is reflected in the continued losses and increase in cashflow from operations for the four periods shown. There may be fluctuations in operating expenses which include changes in provisions, receipt of R&D credits and foreign exchange gains and losses. These results have been prepared under IFRS for the period.

6 month results

$'000, except for per share amounts - Cents

Revenue Total comprehensive loss for the period Net cash (Outflow) from operating activities Loss per share for the loss attributable to the ordinary equity holders of the company Basic & Diluted - Cents	6 months ending
	Dec 18 Jun 19 Dec 19 Jun 20 $'000 $'000 $'000 $'000 1,360 2,460 3,768 22,821 (7,044) (13,306) (12,545) (18,696) (13,687) (13,124) (11,160) (15,630) (3.40) (3.39) (6.71) (9.85)

The company has seen continued growth in revenue in its Communication Technology Services segment through the Logo acquisition and on boarding of clients onto the company’s software services. There have been no companywide price increases over the period. The business does not see significant seasonal fluctuations that would affect its 6-month results. The company continued to invest in its platform and continued expansion into the US market which is reflected in the increase in losses and cashflow from operations for the periods shown. There may be fluctuations in operating expenses which include changes in provisions, receipt of R&D credits and foreign exchange gains and losses. These results have been prepared under IRFS for the period.

Liquidity:

Our net cash position decreased by $34,859,886 to $33,949,125 during the year ended June 30, 2020, resulting from net cash used in operations and the business acquisition, both reduced by the effect of exchange rates. Our net cash position can be reduced by $818,994 which represent balances outstanding on the lines of credit.

Total assets decreased $2,685,642 from $78,640,706 on June 30, 2019 to $75,955,064 on June 30, 2020. The decrease is the aforementioned impact of cash.

Current liabilities increased by $18,114,097 from $4,598,833 on June 30, 2019 to $17,266,942 on June 30, 2020. The increase is primarily due to acquiring Logo’s trade payables, the contingent consideration for the earnouts related to the recent acquisitions of $844,087, the LDA facility fee of $437,130, the drawdown on the line of credit mentioned above, the contractual liabilities outstanding of $446,303, the current value of the warranty provisions of $401,471, and the adoption of IFRS 16, Leases of $333,291 and the remainder is largely represented by accrued legal fees.

Statement of Cashflows
Cash flows from operating activities
Receipts from customers (Inclusive of GST)
Payments to suppliers and employees (Inclusive of
GST)
Income taxes paid
Research and development tax incentive received
Interest Paid
Net cash (Outflow) from operating activities
Cash flows from investing activities
Payments for financial assets at amortized cost
Payments for plant and equipment
Payments for acquisition of business
Payments for other assets
Proceeds from transfer of finanical assets at amortised
cost
Deferred consideration payments
Other acquisition payments
Proceeds from financing lease agreement
interest received
Net cash inflow (outflow) from investing activities
Cash flows from financing activities
Principal elements of lease payments
Financing for LDA facility
Net cash (outflow) inflow from financing activities
Net (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the
financial year
Effects of exchanges rate changes on cash and cash
equivalents
Cash and cash equivalents at end of year

3 Months
Ended 30
June
Period Over
Period
Change
Year Ended
30 June
Period Over
Period
Change
2020
2019
$
%
2020
2019
$
%
$
$
$
$
10,249,048
802,200
9,446,848
1178%
15,187,764
1,755,386
13,432,378
765%
(18,568,872)
(7,640,020)
(10,928,852)
143%
(41,993,832)
(28,725,307)
(13,268,525)
46%
(154,034)
-
(154,034)
0%
(169,140)
-
(169,140)
0%
-
168,544
(168,544)
-100%
242,963
158,761
84,202
53%
(9,567)
(1,391)
(8,176)
588%
(58,190)
(1,391)
(56,799)
4083%
(8,483,425)
(6,670,667)
(1,812,758)
27%
(26,790,435)
(26,812,551)
22,116
0%
-
(329,134)
329,134
-100%
-
(1,271,712)
1,271,712
-100%
18,484
(127,809)
146,293
-114%
(27,109)
(176,615)
149,506
-85%
(768)
(297,869)
297,101
-100%
(8,647,894)
(6,976,309)
(1,671,585)
24%
19,960
(1,151)
21,111
-1834%
(77,869)
(31,932)
(45,937)
144%

-
66,116,055
(66,116,055)
-100%
-
66,116,055
(66,116,055)
-100%
(933,410)
-
(933,410)
0%
(933,410)
-
(933,410)
0%
(200,000)
-
(200,000)
0%
(200,000)
-
(200,000)
0%
-
-
-
0%
-
-
-
0%
196,699
370,771
(174,072)
-47%
1,166,122
1,768,752
(602,630)
-34%
(899,035)
65,730,863
(66,629,898)
-101%
(8,720,160)
59,428,239
(68,148,399)
-115%
(281,708)
-
(281,708)
0%
(661,801)
-
(661,801)
0%
(874,253)
-
(874,253)
0%
(874,253)
-
(874,253)
0%
(1,155,961)
-
(1,155,961)
0%
(1,536,054)
-
(1,536,054)
0%
(10,538,421)
59,060,196
(69,598,617)
-118%
(37,046,649)
32,615,688
(69,662,337)
-214%
68,809,011
35,844,755
32,964,256
92%
68,809,011
35,844,755
32,964,256
92%
(4,946,979)
(371,845)
(4,575,134)
1230%
2,186,763
348,568
1,838,195
527%
53,323,611
94,533,106
(41,209,495)
-44%
33,949,125
68,809,011
(34,859,886)
-51%

The net cash flows from operating activities were $(26,790,435) for the year ended June 30, 2020 resulting from usual payments to employees and vendors offset by increased cash receipts from customers from increased revenues as compared to the same period last year..

The net cash flows used in investing activities during the year ended June 30, 2020 were $(8,720,160). A significant component was $8,647,894, used in the acquisition of Logo, along with deferred acquisition payments for prior year acquisitions.

The net cash flows used in financing activities in the year ended June 30, 2020 was $(1,536,054) for the principal component of lease payments under the adoption of IFRS 16, Leases.

A majority of the Company's cash is held in US dollars and the effect exchange rates had a favorable impact on cash $2,186,763.

Capital Resources and Commitments: -

The option is recognised as a financial instrument designated as fair value through the profit and loss to minimise any accounting mismatch from recognising changes in value of one but not the other through the P&L. The fair value of the financial instrument is reassessed at the end of each reporting period. This will have the effect of recognising the price paid for the option as an equity issue cost ‘over the life’ of the put option.

Logo D.O.O has entered into line of credit agreements enabling the company to borrow funds up to 1.8 million euros through several lenders with terms expiring through September 2021 and interest rates based upon 1 to 6 month EURIBOR plus 2.2% to 2.7%. On 30 June 2020 there was $818,994 outstanding balance on these lines of credits.

Other commitments:

The group leases various offices under non-cancellable operating leases expiring within 5 and 30 months. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. We also have a number of equipment leases which extend out not more than 60 months. Our lease commitments are detailed below.

Contractual Obligations June 30, 2020

Payments Due By Period

	Payments Due By Period
America's EMEA	Total < 1 year 1-3 years 4-5 years > 5 years $ $ $ $ $ 359,357 272,827 86,530 - - 631,477 306,322 260,998 64,158 -
	990,834 579,149 347,527 64,158 -

Contingencies:

Class Action

In February 2018 class representative proceedings were filed in the Federal Court of Australia against GetSwift Limited. Subsequently, two more open class actions were commenced in the Federal Court of Australia. Of the three proceedings, only one class action was permitted to proceed: the Webb Proceeding. The company has continued to defend the Webb Proceeding. The Webb Proceeding alleges that the company and its director Mr. Macdonald failed to meet their continuous disclosure obligations and engaged in misleading and deceptive conduct. The proceeding was brought on behalf of persons who acquired GetSwift Limited shares between 24 February 2017 to 19 January 2018 inclusive. The company has filed its defence in the Webb Proceeding and has named Squire Patton Boggs as a concurrent wrongdoer. The company and Mr. Macdonald strongly dispute the allegations made in the Webb Proceeding (including as to any alleged loss) and will continue to vigorously defend the proceedings. Further background is set out in previous yearly, half-yearly and quarterly reports.

ASIC Proceedings

On February 22, 2019, ASIC commenced civil penalty proceedings in the Federal Court of Australia against GetSwift Limited, Mr. Joel Macdonald and Mr. Bane Hunter. On March 15, 2019 ASIC amended their claim to include former GetSwift director and Corporate Counsel, Mr. Brett Eagle, as an additional defendant. By these proceedings, ASIC allege that the defendants failed to meet their continuous disclosure obligations and engaged in misleading or deceptive conduct between February and December 2017. GetSwift Limited, Mr. Macdonald and Mr. Hunter irrefutably deny the allegations made by ASIC and, collectively, are vigorously defending the proceedings. Further background is set out in previous yearly, half-yearly and quarterly reports.

ASIC seeks pecuniary penalties against each of the defendants, as well as orders against Mr. Macdonald, Mr. Hunter and Mr. Eagle disqualifying them from managing corporations for a period of time.

The company, Mr. Macdonald, Mr. Hunter and Mr. Eagle strongly deny the allegations made

by ASIC and will vigorously defend the proceedings.

Related Party Transactions:

Material Subsidiaries

The group’s principal subsidiaries on June 30, 2020 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or registration is also their principal place of business.

Name of entity	Place of business/ country of incorporation	Ownership interest held by the group		Ownership interest held by non- controlling interests
		2020	2019	2020	2019
		%	%	%	%
Get Swift Logistics Pty Ltd	Australia	100	100	-	-
GetSwift, Inc.	United States	100	100	-	-
GetSwift DOO	Serbia	100	100	-	-
Marketplace Connect Pty Ltd	Australia	100	100	-	-
Liquorun Pty Ltd	Australia	100	100	-	-
Distributed Logistics Pty Ltd	Australia	100	100	-	-
Logo d.o.o.*	Serbia	60	-	40	-

the non-controlling interests hold 40% of the voting rights of L.o.g.o Belgrade.

Key management personnel compensation

Short-Term employee benefits Post-employment benefits Share-based payments	year ended June 30, Period Over Period Change 2020 2019 $ % $ $ 2,882,752 2,330,445 552,307 24% 67,735 89,901 (22,166) -25% 1,502,748 1,438,151 64,597 4%
	4,453,235 3,858,497 594,738 15%

Detailed remuneration disclosures are provided in the remuneration report contained within the directors’ report.

The group acquired the following goods and services from entities that are controlled by members of the group's key management personnel:

corporate governance consultancy services
legal services

Eagle Corporate Advisers Pty. Ltd. (ECA), an incorporated legal practice directed and owned by Mr. Brett Eagle (director of GetSwift Limited until November 29, 2018), was engaged to provide legal and advisory services to the group. The scope of this engagement included the provision of personnel to take on executive functions and holding positions within the group's business including as a director, other corporate officer and executive or non-executive positions. In the current financial year, ECA provided Mr. Brett Eagle to take the title of General Counsel & Corporate Affairs and was paid fees in this respect.

In August 2018, ECA agreed to terminate the engagement in August 2019. For the 12 month balance of the agreement, ECA received monthly payments of $17,000 plus GST (less applicable taxes and deductions, if any) and Mr. Brett Eagle continued to be made available to assist the group in accordance with the terms of the engagement.

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

There were no loans to/from related parties in the year ended June 30, 2020 (2019: nil).

Foreign Currency Exposure:

The company undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations. We are primarily exposed to changes in US Dollars, Australian Dollars Serbia Dinar, and Euro. The majority of the group's financial assets and financial liabilities primarily denominated in US dollars and Serbia Dinar and occur in subsidiaries with the US dollar and Serbia Dinar as the functional currency. Additionally, in accordance with IFRS requirements, certain long-term, inter-entity transactions of the company are subject to foreign exchange rate fluctuations.

Off-Balance Sheet Arrangements:

We have not entered into off-balance sheet financing arrangements.

Proposed Transactions:

We seek potential acquisition targets on an ongoing basis and may complete several acquisitions in any given fiscal year.

Critical Accounting Estimates:

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

We provide an overview of the areas that involved a higher degree of judgement or complexity, and of

items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong.

Detailed information about each of these estimates and judgements is included in other notes together with information about the basis of calculation for each affected line item in the financial statements.

Significant estimates and judgements

The areas involving significant estimates or judgements are:

Recognition of revenue - note 2(b) of the consolidated financial statements
Estimated useful life of intangible assets - note 6(b)(i) of the consolidated financial statements
Estimation of employee benefit obligations - note 6(f)(i) of the consolidated financial statements
Estimation of fair values of intangible assets acquired in a business combination - note 12 of the consolidated financial statements
Estimation of fair values of contingent purchase consideration in a business combination - note 12(a)(i) of the consolidated financial statements
Estimation of share-based payments - note 17(a)(i) of the consolidated financial statements
Estimation of expected credit losses - note 5(b)(v) of the consolidated financial statements
Estimation of impairment of inventories - note 6(c) of the consolidated financial statements
Estimation of useful lives of assets - note 6(b) of the consolidated financial statements

Coronavirus (COVID-19) pandemic

Revenue from contracts with customers involving sale of services

Allowance for expected credit losses

Provision for impairment of inventories

The provision for impairment of inventories assessment requires a degree of estimation and

judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence.

Estimation of useful lives of assets

Goodwill and other indefinite life intangible assets

Impairment of non-financial assets other than goodwill and other indefinite life intangible assets

Income tax

Incremental borrowing rate

Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the consolidated entity estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-ofuse asset, with similar terms, security and economic environment.

Employee benefits provision

Lease make good provision

Warranty provision

Business combinations

Share Capital:

As of June 30, 2020, there were 189,231,086 (June 30, 2019: 188,524,310) common shares outstanding.

The number options as of June 30, 2020 were 14,369,417 (June 30, 2019: 21,537,140). These are considered to be anti-dilutive and therefore were excluded from the diluted weighted average number of ordinary shares calculation.

As of January 4, 2021 there were 215,354,419 common shares outstanding.

Reporting Issuers with Significant Equity Investees:

The Group had a non-controlling interest for the first time due to the Logo acquisition. Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for each subsidiary are before inter-company eliminations.

The non-controlling share of the comprehensive income for the period was $244,328. The non-controlling interest in the equity of the company on June 30, 2020 was $6,203,514.

Risks and Uncertainties:

The group’s risk management is predominantly controlled by the board. The board monitors the group's financial risk management policies and exposures and approves substantial financial transactions. It also reviews the effectiveness of internal controls relating to market risk, credit risk and liquidity risk.

Financial Projections May Prove Materially Inaccurate or Incorrect

The company’s financial estimates, projections and other forward-looking information were prepared by the Company without the benefit of reliable historical industry information or other information customarily used in preparing such estimates, projections and other forward-looking statements. Such forward-looking information is based on assumptions of future events that may or may not occur.

Projections are inherently subject to varying degrees of uncertainty and their achievability depends on the timing and probability of a complex series of future events. There is no assurance that the assumptions upon which these projections are based will be realized.

Actual results may differ materially from projected results for a number of reasons including increases in operation expenses, changes or shifts in regulatory rules, undiscovered and unanticipated adverse industry and economic conditions, and unanticipated competition.

Going concern risk

GetSwift’s historical financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation and discharge of liabilities in the normal course of business.

GetSwift’s audited financial statements for the year ended 30 June 2020 (released to ASX on 1 September 2020) note that the GetSwift Group incurred a net loss after income tax of $31.3 million and had net cash outflows from operating activities of $26.7 million. As at the date of this Scheme Booklet, the GetSwift Directors believe that it is reasonably foreseeable that the GetSwift Group will continue as a going concern after consideration of the following factors:

the group was in a positive working capital position of $32.2 million as at 30 June 2020;
the group incurred $10.8 million of legal defence costs during the financial year ended 30 June 2020 that are expected to be significantly reduced during the FY21 financial year;
the group has implemented a cost optimisation plan to immediately reduce operating cash requirements. The plan includes significant reductions including the elimination of certain office leases, and performance related compensation, as well as reductions in service delivery communications costs, and various general and administrative expenses; and
the group has access to the LDA Facility providing funds up to US$45 million, subject to the terms of the agreement. The amount of any capital call made by the group is subject to and can be limited by conditions imposed in the agreement which are dependent on certain market conditions aligning at the time of the capital call which are not directly within the group’s control.

In the longer term, the ability of GetSwift to continue as a going concern will likely be dependent on GetSwift's ability to obtain additional equity, debt or other financing as and when required, from time to time, until it is able to achieve profitable operations. The GetSwift Directors currently have a reasonable expectation that they will be able to obtain sufficient funds from either existing shareholders or external parties in order to continue as a going concern.

Notwithstanding the GetSwift’s Board’s assessment above of the group’s ability to continue as a going concern, GetSwift’s failure to obtain sufficient funds if and when needed could:

delay or suspend GetSwift’s activities, business plan and other objectives; or
have a material adverse effect on GetSwft’s business and its financial condition and performance and GetSwift’s ability to continue as a going concern; or
may result in the GetSwift pursuing one or more alternative funding alternatives for the purposes of satisfying it operational and expenditure requirements, which may include equity capital raisings and may not be on terms that are

Key Personnel

GSW’s success has depended and continues to depend upon its ability to attract and retain key management, including the its Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Technical Officer, and other technical experts, each of whom will continue to serve the Company in such capacity.

The Company does not maintain key person life insurance policies on any employees. The Company will attempt to enhance its management and technical expertise by continuing to recruit qualified individuals who possess desired skills and experience in certain targeted areas. The Company’s inability to retain employees and attract and retain sufficient additional employees or scientific and technical support resources could have a material adverse effect on the Company’s business, results of operations, sales, cash flow or financial condition.

The loss of any of the Company’s senior management or key employees could materially adversely affect the Company’s ability to execute its business plan and strategy, and the Company may not be able to find adequate replacements on a timely basis, or at all.

Negative Cash Flow

The Company has incurred losses since its inception. The Company may not be able to achieve or maintain profitability and may continue to incur significant losses in the future. In addition, the Company expects to continue to increase operating expenses as it implements initiatives to continue to grow its business. If the Company’s revenues do not increase to offset these expected increases in costs and operating expenses, the Company will not be profitable.

Clients may Terminate Accounts

Ongoing Costs and Obligations

The Company expects to incur significant ongoing costs and obligations related to its investment in infrastructure and growth and for regulatory compliance, which could have a material adverse impact on the Company’s results of operations, financial condition and cash flows. In addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Company’s operations, increase compliance costs or give rise to material liabilities, which

could have a material adverse effect on the business, results of operations and financial condition of the Company. The Company’s efforts to grow the business may be costlier than expected, and GSW may not be able to increase revenue enough to offset any higher operating expenses.

Additional Financing

The operation of the Company’s facilities and business are capital intensive. In order to execute the anticipated growth strategy, the Company may require additional equity and/or debt financing to support on-going operations, to undertake capital expenditures or to undertake acquisitions or other business combination transactions.

There can be no assurance that additional financing will be available to the Company when needed or on terms which are acceptable. The Company’s inability to raise financing to support on-going operations or to fund capital expenditures or acquisitions could limit the Company’s growth and may have a material adverse effect upon future profitability. The Company may require additional financing to fund its operations to the point where it is generating positive cash flows.

Product and services Distribution and Usability

Distribution and usability of the GetSwift Offering and related services depend upon various factors outside the control of the Company, including, but not limited to, device operating systems, mobile device design and operation and platform provider standards. The Company has developed, and intends further to develop, the GetSwift Offering and related services for use across a number of internet access platforms, mobile and desktop devices and software operating systems, including without limitation the internet web site, iOS app and Android app.

The Company will be dependent on the ability of the GetSwift Offering to operate on such platforms, devices and operating systems. The Company cannot control the maintenance, upkeep and continued supply of effective service from external suppliers in these areas. Any changes in such platforms, operating systems or devices that adversely affect the functionality of the GetSwift Offering or give preferential treatment to competitive products could adversely affect usage of the GetSwift Offering and related services.

Success of Quality Control Systems

The quality and safety of the Company’s products and services are critical to the success of its business and operations. As such, it is imperative that the Company’s (and its service providers') quality control systems operate effectively and successfully. Quality control systems can be negatively impacted by the design of the quality control systems, the quality training program, and adherence by employees to quality control guidelines. Although the Company strives to ensure that all of its customers and partners have implemented and adhere to high caliber quality control systems, any significant failure or deterioration of such quality control systems could have a material adverse effect on the Company’s business.

Dependence on Suppliers and Skilled Labour

The ability of the Company to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labour and equipment. No assurances can be given that the Company

will be successful in maintaining its required supply of skilled labour, equipment, parts and components. It is also possible that the final costs of any major equipment contemplated by the Company’s capital expenditure program may be significantly greater than anticipated by the Company’s management, and may be greater than funds available to the Company, in which circumstance the Company may curtail, or extend the timeframes for completing, its capital expenditure plans.

Management of Growth

The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth may have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

Reputational Harm

Damage to the Company’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views regarding the Company and its activities, whether true or not. Although the Company believes that it operates in a manner that is respectful to all stakeholders and that it takes pride in protecting its image and reputation, the Company does not ultimately have direct control over how it is perceived by others. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to the Company’s overall ability to advance its projects, thereby having a material adverse impact on financial performance.

Legal Proceedings

In the course of the Company’s business, the Company may from time to time have access to confidential or proprietary information of third parties, and these parties could bring a claim against the Company asserting that it has misappropriated their technologies and improperly incorporated such technologies into its products. The Company has implemented processes and internal protocols to safeguard such thirdparty’s proprietary rights in order to mitigate such risks but there is no guarantee that such processes and protocols will be successful in all cases. Due to these factors, there remains a constant risk of intellectual property litigation affecting the Company’s business. In the future, the Company may be made a party to litigation involving intellectual property matters and such actions, if determined adversely, could have a material adverse effect on the Company.

Trade Secrets may be Difficult to Protect

The Company’s success depends upon the skills, knowledge and experience of its scientific and technical personnel, consultants and advisors, as well as contractors. Because the Company operates in a highly competitive industry, it relies in part on trade secrets to protect its proprietary products and processes; however, trade secrets are difficult to protect. The Company enters into confidentiality or non-disclosure agreements with its corporate partners, employees, consultants, outside scientific collaborators, developers

and other advisors. These agreements generally require that the receiving party keep confidential, and not disclose to third parties, confidential information developed by the receiving party or made known to the receiving party by the Company during the course of the receiving party's relationship with the Company. These agreements also generally provide that inventions conceived by the receiving party in the course of rendering services to the Company will be its exclusive property, and the Company enters into assignment agreements to perfect its rights.

Epidemics and pandemics

The Company faces risks related to health epidemics, pandemics and other outbreaks of communicable diseases, which could significantly disrupt its operations and may materially and adversely affect its business and financial conditions. The Company’s business could be adversely impacted by the effects of the COVID-19 pandemic or other epidemics and/or pandemics. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic. The extent to which COVID-19 impacts the Company’s business, including its operations and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic (including recommendations from public health officials). In particular, the continued spread of COVID-19 globally could materially and adversely impact the Company’s business including without limitation, employee health, workforce productivity, increased insurance premiums, limitations on travel, the availability of experts and personnel and other factors that will depend on future developments beyond the Company’s control, which may have a material and adverse effect on its business, financial condition and results of operations.

Events occurring after the reporting period:

The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has been financially positive for the consolidated entity up to June 30, 2020, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.

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AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of GetSwift Limited for the year ended 30 June 2019 I declare that, to the best of my knowledge and belief, there have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.

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RSM AUSTRALIA PARTNERS

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J S CROALL Partner

Dated: 28 August 2019 Melbourne, Victoria

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GetSwift Limited

ABN 57 604 611 556

Annual financial report - 30 June 2019

Financial statements
Consolidated statement of profit or loss and other comprehensive income	32
Consolidated statement of financial position	33
Consolidated statement of changes in equity	34
Consolidated statement of cash flows (direct method)	35
Notes to the financial statements	36
Directors' declaration	73

These financial statements are consolidated financial statements for the group consisting of GetSwift Limited and its subsidiaries. A list of major subsidiaries is included in note 13.

The financial statements are presented in the Australian currency.

GetSwift Limited is a company limited by shares, incorporated and domiciled in Australia.

Its registered office is:

Level 3, 62 Lygon Street Carlton VIC 3053

Its principal place of business is:

GetSwift Limited 1185 6th Avenue New York NY 10036

The financial statements were authorised for issue by the directors on 29 August 2019. The directors have the power to amend and reissue the financial statements.

GetSwift Limited

GetSwift Limited Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2019

Notes Revenue from contracts with customers 2 Other income 3(a) Other gains/(losses) – net 3(b) Employee benefits expenses 3(c) General and administrative expenses 3(c) Share-based payment expenses 18(b) Operating loss Loss before income tax Income tax expense 4 Loss for the period Other comprehensive income Items that may be reclassified to profit or loss: Exchange differences on translation of foreign operations 7(b) Total comprehensive loss for the period Loss per share for loss attributable to the ordinary equity holders of the company: Basic and diluted loss per share 20	2019 $'000 2018 $'000 2,140 771 1,680 706
	3,820 1,477
	5,184 5,360 (10,125) (4,831) (16,821) (9,270) (1,552) (4,859)
	(19,494) (12,123)
	(19,494) (12,123) - -
	(19,494) (12,123) (856) (263)
	(20,350) (12,386)
	Cents Cents (10.34) (7.11)

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

GetSwift Limited

GetSwift Limited Consolidated statement of financial position As at 30 June 2019

Notes ASSETS Current assets Cash and cash equivalents 5(a) Trade and other receivables 5(b) Other financial assets at amortised cost 5(c) Other current assets Total current assets Non-current assets Plant and equipment Intangible assets 6(a) Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables 5(d) Contract liabilities Employee benefit obligations 6(b) Total current liabilities Non-current liabilities Employee benefit obligations 6(b) Total non-current liabilities Total liabilities Net assets EQUITY Share capital 7(a) Other reserves 7(b) Accumulated losses Total equity	2019 $'000 2018 $'000 68,809 35,845 1,319 512 - 60,876 414 488
	70,542 97,721
	176 61 7,923 22
	8,099 83
	78,641 97,804
	4,471 4,942 51 - 77 23
	4,599 4,965
	11 9
	11 9
	4,610 4,974
	74,031 92,830
	103,242 103,242 5,054 4,359 (34,265) (14,771)
	74,031 92,830

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

GetSwift Limited 33

GetSwift Limited Consolidated statement of changes in equity For the year ended 30 June 2019

		Attributable to owners	Attributable to owners	of
			GetSwift Limited
				Accumulated	Total
		Share capital	Other reserves	losses	equity
	Notes	$'000	$'000	$'000	$'000
Balance at 1 July 2017		16,747	1,763	(2,868)	15,642
Loss for the period		-	-	(12,123)	(12,123)
Other comprehensive loss		-	(263)	-	(263)
Total comprehensive loss for the period		-	(263)	(12,123)	(12,386)
Transactions with owners in their capacity as
owners:
Contributions of equity, net of transaction costs and
tax	7(a)(i)	84,715	-	-	84,715
Options issued/expensed	7(b)(ii)	-	2,543	-	2,543
Options exercised	7(b)(ii)	402	(402)	-	-
Options lapsed	7(b)(ii)	-	(220)	220	-
Performance rights issued/expensed	7(b)(iii)	-	2,316	-	2,316
Performance rights converted to ordinary shares	7(b)(iii)	1,378	(1,378)	-	-
		86,495	2,859	220	89,574
Balance at 30 June 2018		103,242	4,359	(14,771)	92,830
		Attributable to owners		of
			GetSwift Limited
				Accumulated	Total
		Share capital	Other reserves	losses	equity
	Notes	$'000	$'000	$'000	$'000
Balance at 1 July 2018		103,242	4,359	(14,771)	92,830
Loss for the period		-	-	(19,494)	(19,494)
Other comprehensive loss		-	(856)	-	(856)
Total comprehensive loss for the period		-	(856)	(19,494)	(20,350)
Transactions with owners in their capacity as
owners:
Options issued/expensed	7(b)(ii)	-	1,898	-	1,898
Options lapsed	7(b)(ii)	-	(736)	-	(736)
Performance rights issued/expensed	7(b)(iii)	-	468	-	468
Performance rights lapsed	7(b)(iii)	-	(79)	-	(79)
		-	1,551	-	1,551
Balance at 30 June 2019		103,242	5,054	(34,265)	74,031

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. GetSwift Limited 34

GetSwift Limited Consolidated statement of cash flows For the year ended 30 June 2019

Notes Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Research and development tax incentive received Net cash (outflow) from operating activities 8(a) Cash flows from investing activities Payments for financial assets at amortised cost Payments for plant and equipment Payment for acquisition of business, net of cash acquired 12 Payments for other current assets Proceeds from transfer of financial assets at amortised cost Interest received Net cash inflow (outflow) from investing activities Cash flows from financing activities Proceeds from issues of shares 7(a) Share issue transaction costs 7(a) Interest paid Net cash (outflow) inflow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of year 5(a) Non-cash financing and investing activities 8(b)	2019 $'000 2018 $'000 1,755 728 (28,725) (9,888) 159 -
	(26,811) (9,160)
	(1,272) (58,218) (177) (88) (6,976) - (32) - 66,116 - 1,769 479
	59,428 (57,827)
	- 91,073 - (6,358) (1) (6)
	(1) 84,709
	32,616 17,722 35,845 12,684 348 5,439
	68,809 35,845

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

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

Contents of the notes to the financial statements

		Page
1	Segment information	37
2	Revenue from contract with customers	37
3	Other income and expense items	38
4	Income tax expense	39
5	Financial assets and financial liabilities	40
6	Non-financial assets and liabilities	42
7	Equity	44
8	Cash flow information	48
9	Critical estimates and judgements	48
10	Financial risk management	49
11	Capital management	52
12	Business combination	53
13	Interests in other entities	54
14	Contingent liabilities	55
15	Commitments	56
16	Events occurring after the reporting period	56
17	Related party transactions	57
18	Share-based payments	58
19	Remuneration of auditors	59
20	Loss per share	60
21	Parent entity financial information	61
22	Summary of significant accounting policies	63
23	Changes in accounting policies	71

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

1 Segment information

Management has determined, based on the reports reviewed by the chief operating decision maker used to make strategic decisions, that the group has one reportable segment being the development and commercialisation of delivery management software as a service. The segment details are therefore fully reflected in the body of the financial statements.

2 Revenue from contract with customers

(a) Disaggregation of revenue from contracts with customers

The group derives revenue from the transfer of services over time and at a point in time in the following geographical regions:

2019 Timing of revenue recognition At a point in time Over time 2018 Timing of revenue recognition At a point in time Over time	Australia United States Rest of world Total $'000 $'000 $'000 $'000 100 195 147 442 411 1,170 117 1,698
	511 1,365 264 2,140
	Australia United States Rest of world Total $'000 $'000 $'000 $'000 77 149 113 339 387 36 9 432
	464 185 122 771

(b) Accounting policies and significant judgements

(i) Delivery management services - contracted customers

Revenue from the provision of delivery management services to contracted customers is recognised over time when the group has an enforceable right to payment for performance obligations completed to date. The applicable rates are determined based on contractual agreements held with customers.

Critical judgements in allocating the transaction price

For contracted customers, management allocates the transaction price for any set up fee revenue and software customisation revenue on a straight-line basis over term of the contract.

(ii) Delivery management services - PAYG customers

Revenue from the provision of delivery management services to pay-as-you-go (PAYG) customers is recognised at a point in time when the group has facilitated the service request.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

2 Revenue from contract with customers (continued)

(b) Accounting policies and significant judgements (continued)

(iii) Customer contracts with multiple performance obligations

The group at times enters into multiple contracts with the same customer and where that occurs the group treats those arrangements as one contract if the contracts are entered into at or near the same time and are commercially interrelated.

(iv) Financing components

The group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the group does not adjust any of the transaction prices for the time value of money.

3 Other income and expense items

(a) Other income

Dividends Interest income Research and development tax incentive Other items	2019 $'000 2018 $'000 - 76 1,521 628 159 - - 2
	1,680 706

(b) Other gains/(losses)

Net gain/(loss) on disposal of property, plant and equipment Net fair value gains/(losses) on financial assets at fair value through profit or loss Net foreign exchange gains/(losses)	2019 $'000 2018 $'000 5,184 - (1) - 5,702 (341)
	5,184 5,360

(c) Breakdown of expenses

(c) Breakdown of expenses
Employee benefits expenses Salaries, bonuses and directors' fees Superannuation and 401(k) Other	2019 $'000 2018 $'000 9,074 4,641 315 64 736 126
	10,125 4,831

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

3	Other income and expense items (continued)
(c)	Breakdown of expenses (continued)

General and administrative expenses Advertising and marketing Amortisation Bad debts Depreciation Finance costs Insurance Legal fees Occupancy Professional fees Technology contractors Travel and entertainment Website expenses Other expenses 4 Income tax expense (a) Numerical reconciliation of income tax expense to prima facie tax payable	2019 $'000 2018 $'000 806 352 503 37 - 64 30 28 6 1,146 260 5,866 3,259 751 334 1,881 1,458 2,773 2,168 864 635 825 254 1,277 514
	16,821 9,270

(a) Numerical reconciliation of income tax expense to prima facie tax payable
Loss from continuing operations before income tax expense Tax at the Australian tax rate of 27.5% (2018: 27.5%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Net impact of amounts not deductible (taxable) Subtotal Difference in overseas tax rates Tax losses and other timing differences for which no deferred tax asset is recognised Income tax expense (b) Tax losses Unused tax losses for which no deferred tax asset has been recognised	2019 $'000 2018 $'000 (19,494) (12,123) (5,361) (3,334) 469 2,232
	(4,892) (1,102) 6 - 4,886 1,102
	- -
	19,494 12,123 2019 $'000 2018 $'000 23,291 5,525

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

5 Financial assets and financial liabilities

(a) Cash and cash equivalents

Current assets Cash at bank and in hand Other cash and cash equivalents	2019 $'000 2018 $'000 68,792 35,788 17 57
	68,809 35,845

(i) Reconciliation to cash flow statement

The above figures reconcile to the amount of cash shown in the consolidated statement of cash flows at the end of the financial year as follows:

Balances as above Balances per statement of cash flows	2019 $'000 2018 $'000 68,809 35,845
	68,809 35,845

(ii) Classification as cash equivalents

Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acquisition and are repayable with 24 hours notice with no loss of interest. See note 22(i) for the group’s other accounting policies on cash and cash equivalents.

(iii) Risk exposure

(b) Trade and other receivables

Notes Trade receivables Loss allowance 10(b) Accrued receivables (ii) Other receivables (iii) Total trade and other receivables	2019 2018 Current $'000 Non- current $'000 Total $'000 Current $'000 Non- current $'000 Total $'000 607 - 607 103 - 103 (28) - (28) - - -
	579 - 579 103 - 103
	- - - 247 740 - 740 162 - 247 - 162
	740 - 740 409 - 409
	1,319 - 1,319 512 - 512

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

5 Financial assets and financial liabilities (continued)

(b) Trade and other receivables (continued)

(i) Classification as trade receivables

(ii) Accrued receivables

These amounts comprise receivables from financial institutions for interest income from deposits at call.

(iii) Other receivables

These amounts principally comprise receivables from taxation authorities for goods and services tax (GST) and value-added tax (VAT).

(iv) Fair value of trade and other receivables

Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

(v) Impairment and risk exposure

Information about the impairment of trade receivables and the group’s exposure to credit risk, foreign currency risk and interest rate risk can be found in note 10.

(c) Other financial assets at amortised cost

(i) Classification of financial assets at amortised cost

The group classifies its financial assets as at amortised cost only if both of the following criteria are met:

the asset is held within a business model whose objective is to collect the contractual cash flows, and
the contractual terms give rise to cash flows that are solely payments of principal and interest.

Financial assets at amortised cost comprise the following debt investments:

Deposits at call	2019 2018 Current $'000 Non- current $'000 Total $'000 Current $'000 Non- current $'000 Total $'000 - - - 60,876 - 60,876
	- - - 60,876 - 60,876

(ii) Impairment and risk exposure

Notes 10(a) and 10(b) set out information about the impairment of financial assets and the group’s exposure to market risk and credit risk.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

5 Financial assets and financial liabilities (continued)

(d) Trade and other payables

Trade payables Accrued expenses Deferred consideration (i) Contingent consideration (i) Other payables	2019 2018 Current $'000 Non- current $'000 Total $'000 Current $'000 Non- current $'000 Total $'000 2,726 2,949 - 2,949 259 1,722 - 1,722 933 - - - 387 - - - 166 - 2,726 - 259 - 933 - 387 - 166 271 - 271
	4,471 - 4,471 4,942 - 4,942

Trade payables are unsecured and are usually paid within 30 days of recognition.

The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature.

(i) Deferred and contingent consideration

These amounts represent payables for the acquisition of Delivery Biz Pro as disclosed in note 12. Deferred consideration represents the fair value of remaining payments after the first instalment made in May 2019. Contingent consideration represents the US$271,011 fair value disclosed in note 12(a)(i) converted to Australian dollars at the 30 June 2019 spot rate.

6 Non-financial assets and liabilities

(a) Intangible assets

(a) Intangible assets
Non-current assets At 1 July 2017 Cost Accumulated amortisation and impairment Net book amount Year ended 30 June 2018 Opening net book amount Additions Amortisation charge Closing net book amount	Goodwill $'000 Trademarks and other rights $'000 Software $'000 Customer lists and contracts $'000 Other $'000 Total $'000 - - - - 4 4 - - - - (1) (1)
	- - - - 3 3
	- - - - 3 3 - - 23 - - 23 - - (2) - (2) (4)
	- - 21 - 1 22

At 30 June 2018

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

6 Non-financial assets and liabilities (continued)

(a) Intangible assets (continued)

Non-current assets Cost Accumulated amortisation and impairment Net book amount Year ended 30 June 2019 Opening net book amount Acquisition of business (note 12) Exchange differences Amortisation charge Closing net book amount At 30 June 2019 Cost Accumulated amortisation Net book amount	Goodwill $'000 Trademarks and other rights $'000 Software $'000 Customer lists and contracts $'000 Other $'000 Total $'000 - - 23 - 3 26 - - (2) - (2) (4)
	- - 21 - 1 22
	- - 21 - 1 22 2,401 169 1,800 3,922 33 2 25 56 - 8,292 - 116 - (12) (136) (358) (1) (507)
	2,434 159 1,710 3,620 - 7,923
	2,434 171 1,848 3,978 3 8,434 - (12) (138) (358) (3) (511)
	2,434 159 1,710 3,620 - 7,923

(i) Amortisation methods and useful lives

The group amortises intangible assets with a limited useful life using the straight-line method over the following periods:

Trademarks and other rights 5 years
• Software 5 years • Customer lists and contracts 4 years

See note 22(m) for the other accounting policies relevant to intangible assets, and note 22(h) for the group’s policy regarding impairments.

(ii) Customer contracts

(b) Employee benefit obligations

Leave obligations (i)	2019 2018 Current $'000 Non- current $'000 Total $'000 Current $'000 Non- current $'000 Total $'000 77 11 88 23 9 32

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019 (continued)

6 Non-financial assets and liabilities (continued)

(b) Employee benefit obligations (continued)

(i) Leave obligations

The current portion of this liability includes all of the accrued annual leave, the unconditional entitlements to long service leave where employees have completed the required period of service and also for those employees that are entitled to pro-rata payments in certain circumstances. The entire amount of the provision of $77,389 (2018: $23,131) is presented as current, since the group does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the group does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.

7 Equity

(a) Share capital

Number of shares Total $ 125,396,346 5,699,615 13,808,932 11,047,146 16,281,608 13,025,286 10,975,612 - 18,986,927 3,074,885 - 1,378,807 75,947,708 2,100,000 - 401,896 - (6,358,427) 188,524,310 103,242,031 - - 188,524,310 103,242,031 (i) Movements in ordinary shares: Details Balance at 1 July 2017 Issue at $0.80 pursuant to placement (2017-07-03) Issue at $0.80 pursuant to placement (2017-08-15) Issue on conversion of performance rights (2017-10-25) Transfer from reserves on conversion of performance rights (2017-10-25) Issue at $4.00 pursuant to placement (2017-12-19) Issue on exercise of unlisted options (2017-12-27; 2018-01-19; 2018-01-31) Transfer from reserves on exercise of unlisted options (2017-12-27; 2018-01-19) Less: Transaction costs arising on share issues Balance at 30 June 2018 No movement in ordinary shares in period Balance at 30 June 2019 Notes 2019 Shares 2018 Shares 2019 $ 2018 $ 7(a)(ii) Ordinary shares Fully paid 188,524,310 188,524,310 103,242,031 103,242,031 7(a)(i) 188,524,310 188,524,310 103,242,031 103,242,031	Number of shares Total $ 125,396,346 5,699,615 13,808,932 11,047,146 16,281,608 13,025,286 10,975,612 - 18,986,927 3,074,885 - 1,378,807 75,947,708 2,100,000 - 401,896 - (6,358,427) 188,524,310 103,242,031 - - 188,524,310 103,242,031 (i) Movements in ordinary shares: Details Balance at 1 July 2017 Issue at $0.80 pursuant to placement (2017-07-03) Issue at $0.80 pursuant to placement (2017-08-15) Issue on conversion of performance rights (2017-10-25) Transfer from reserves on conversion of performance rights (2017-10-25) Issue at $4.00 pursuant to placement (2017-12-19) Issue on exercise of unlisted options (2017-12-27; 2018-01-19; 2018-01-31) Transfer from reserves on exercise of unlisted options (2017-12-27; 2018-01-19) Less: Transaction costs arising on share issues Balance at 30 June 2018 No movement in ordinary shares in period Balance at 30 June 2019 Notes 2019 Shares 2018 Shares 2019 $ 2018 $ 7(a)(ii) Ordinary shares Fully paid 188,524,310 188,524,310 103,242,031 103,242,031 7(a)(i) 188,524,310 188,524,310 103,242,031 103,242,031	Number of shares Total $ 125,396,346 5,699,615 13,808,932 11,047,146 16,281,608 13,025,286 10,975,612 - 18,986,927 3,074,885 - 1,378,807 75,947,708 2,100,000 - 401,896 - (6,358,427) 188,524,310 103,242,031 - - 188,524,310 103,242,031 (i) Movements in ordinary shares: Details Balance at 1 July 2017 Issue at $0.80 pursuant to placement (2017-07-03) Issue at $0.80 pursuant to placement (2017-08-15) Issue on conversion of performance rights (2017-10-25) Transfer from reserves on conversion of performance rights (2017-10-25) Issue at $4.00 pursuant to placement (2017-12-19) Issue on exercise of unlisted options (2017-12-27; 2018-01-19; 2018-01-31) Transfer from reserves on exercise of unlisted options (2017-12-27; 2018-01-19) Less: Transaction costs arising on share issues Balance at 30 June 2018 No movement in ordinary shares in period Balance at 30 June 2019 Notes 2019 Shares 2018 Shares 2019 $ 2018 $ 7(a)(ii) Ordinary shares Fully paid 188,524,310 188,524,310 103,242,031 103,242,031 7(a)(i) 188,524,310 188,524,310 103,242,031 103,242,031
	188,524,310 188,524,310	103,242,031 103,242,031
		Number of shares Total $ 125,396,346 5,699,615 13,808,932 11,047,146 16,281,608 13,025,286 10,975,612 - 18,986,927 3,074,885 - 1,378,807 75,947,708 2,100,000 - 401,896 - (6,358,427)
		188,524,310 103,242,031
		- -
		188,524,310 103,242,031

(i) Movements in ordinary shares:

(ii) Ordinary shares

Ordinary shares entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in proportion to the number of and amounts paid on the shares held.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

7 Equity (continued)

(a) Share capital (continued)

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

Ordinary shares have no par value and the company does not have a limited amount of authorised capital.

(iii) Options

(b) Other reserves

provided below the table.
				Foreign
		Share-based	Performance	currency	Total other
		payments	rights	translation	reserves
	Notes	$'000	$'000	$'000	$'000
At 1 July 2017		1,166	597	-	1,763
Currency translation differences		-	-	(263)	(263)
Other comprehensive income		-	-	(263)	(263)
Transactions with owners in their capacity as owners
Options issued/expensed	7(b)(ii)	2,543	-	-	2,543
Options exercised	7(b)(ii)	(402)	-	-	(402)
Options lapsed	7(b)(ii)	(220)		-	(220)
Performance rights issued/expensed	7(b)(iii)	-	2,316	-	2,316
Performance rights converted to ordinary shares	7(b)(iii)	-	(1,378)	-	(1,378)
At 30 June 2018		3,087	1,535	(263)	4,359

				Foreign
		Share-based	Performance	currency	Total other
		payments	rights	translation	reserves
	Notes	$'000	$'000	$'000	$'000
At 1 July 2018		3,087	1,535	(263)	4,359
Currency translation differences		-	-	(856)	(856)
Other comprehensive income		-	-	(856)	(856)
Transactions with owners in their capacity as owners
Options issued/expensed	7(b)(ii)	1,898	-	-	1,898
Options lapsed	7(b)(ii)	(736)	-	-	(736)
Performance rights issued/expensed	7(b)(iii)	-	468	-	468
Performance rights lapsed	7(b)(iii)	-	(79)	-	(79)
At 30 June 2019		4,249	1,924	(1,119)	5,054

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019 (continued)

7 Equity (continued)

(b) Other reserves (continued)

(i) Nature and purpose of other reserves

Share-based payments

The share-based payment reserve records items recognised as expenses on valuation of share options issued to key management personnel, other employees and and eligible contractors.

Performance rights

The performance rights reserve records items recognised as expenses on valuation of performance rights issued to key management personnel.

Foreign currency translation

Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income as described in note 22(d) and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.

(ii) Movements in options:

Details Balance at 1 July 2017 Issue of ESOP unlisted options at $0.80, $1.00 and $1.20 (2017-07-01) Issue of unlisted options at $1.27 pursuant to placement (2017-09-08) Issue of unlisted options at $7.00 pursuant to placement (2017-12-27) Exercise of unlisted options (2017-12-27; 2018-01-19; 2018-01-31) Cancellation of ESOP unlisted options at $0.80, $1.00 and $1.20 (2017-11-20) Issue of ESOP unlisted options at $0.80, $1.00 and $1.20 (2018-02-28 to 04-11) Lapse of ESOP unlisted options at $0.70 (2018-06-30) Amortisation of share-based payments for options issued in prior periods Balance at 30 June 2018 Issue of ESOP unlisted options at $0.408 (2018-09-19) Lapse of ESOP unlisted options at $0.80, $1.00 and $1.20 (2018-11-29) Issue of ESOP unlisted options at $0.439 (2018-12-14) Lapse of unlisted options at $1.27 pursuant to placement (2019-03-15) Lapse of ESOP unlisted options at $0.408 (2019-04-26) Lapse of ESOP unlisted options at $0.439 (2019-04-26) Issue of ESOP unlisted options at $0.22 (2019-04-02) Issue of ESOP unlisted options at $0.22 (2019-05-03) Issue of ESOP unlisted options at $0.22 (2019-05-31) Lapse of ESOP unlisted options at $0.80, $1.00 and $1.20 Amortisation of share-based payments for options issued in prior periods Balance at 30 June 2019	Number of Total options $ 12,500,000 1,166,325 8,000,000 1,424,666 3,250,000 - 5,000,000 - (3,074,885) (401,896) (925,115) - 1,475,000 36,908 (2,000,000) (220,030) - 1,081,233
	24,225,000 3,087,206
	3,300,000 820,205 (1,000,000) (136,632) 300,000 42,014 (3,250,000) - (2,200,000) (568,222) (250,000) (31,104) 300,000 9,517 300,000 6,206 600,000 6,704 (787,860) - - 1,013,975
	21,537,140 4,249,869

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

7 Equity (continued)

(b) Other reserves (continued)

(iii) Movements in performance rights:

Details Balance at 1 July 2017 Performance rights expense for period Performance rights cancelled Exercise of performance rights Unallocated performance rights Amortisation charge for Class C to F performance rights issued in prior periods Balance at 30 June 2018 Performance rights expense for period Performance rights cancelled Balance at 30 June 2019	Number of performance rights Total $ 32,926,828 597,378 309,930 66,407 (1,097,560) (37,827) (10,975,612) (1,378,807) 513,242 67,184 - 2,220,033
	21,676,828 1,534,368
	- 468,017 - (78,686)
	21,676,828 1,923,699

As part of the successful completion of the ASX listing on 9 December 2016, the group issued 32,926,828 performance rights over the ordinary shares to the key executives of the group. Each of the performance rights entitles the holder to be issued one fully paid ordinary share of the group for no cash consideration upon vesting. The performance rights will convert into ordinary shares upon achievement of six performance milestones and will expire if the milestones are not achieved within 48 months of ASX listing. A further 309,930 performance rights were issued in the financial year ended 30 June 2018. There were no additional performance rights granted in the year ended 30 June 2019.

Class A and B milestones were met in the financial year ended 30 June 2018. Accordingly, these were fully vested and converted to ordinary shares.

Class C milestones were met in November 2018 and Class D were met in the June 2019 quarter.

Performance right class	Performance condition	Expiry date
Class A	Performance rights vest on achievement of 250,000 deliveries in a calendar month	48 months
Class B	Performance rights vest on achievement of 375,000 deliveries in a calendar month	48 months
Class C	Performance rights vest on achievement of 750,000 deliveries in a calendar month	48 months
Class D	Performance rights vest on achievement of GetSwift revenue of either $5 million in a full financial year, or $1.25 million in any 3-month period ending on 31 March, 30 June,31 October or 31 December	48 months
Class E	Performance rights vest on achievement of GetSwift revenue of either $10 million in a full financial year, or $2.5 million in any 3-month period ending on 31 March, 30 June,31 October or 31 December	48 months
Class F	Performance rights to vest on of GetSwift revenue of either $15 million in a full financial year, or $3.75 million in any 3-month period ending on 31 March, 30 June, 31 October or 31 December	48 months

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

8 Cash flow information

(a) Reconciliation of loss after income tax to net cash inflow from operating activities

Notes
Loss for the period
Adjustments for
Depreciation and amortisation
Fair value (gains)/losses on financial assets at FVPL
Finance costs
Finance income
Leave provision expense
Share-based payments
18(b)
Unrealised net foreign currency (gains)/losses
Change in operating assets and liabilities:
Movement in trade and other receivables
Movement in other operating assets
Movement in trade and other payables
Movement in other operating liabilities
Net cash inflow (outflow) from operating activities

2019
$'000
2018
$'000
(19,494)
(12,123)
567
29
-
343
28
6
(1,522)
(480)
55
2
1,552
4,859
(5,173)
(5,702)
(1,054)
(536)
95
(370)
(1,916)
4,812
51
-

(26,811)
(9,160)

(b) Non-cash investing and financing activities

Non-cash investing and financing activities disclosed in other notes are:

options issued to employees under the GetSwift Employee and Executive Ownership Plan for no cash consideration - note 18.

9 Critical estimates and judgements

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the group’s accounting policies.

(a) Significant estimates and judgements

The areas involving significant estimates or judgements are:

Recognition of revenue - note 2(b)(i)
Estimated useful life of intangible assets - note 6(a)(i)
Estimation of employee benefit obligations - note 6(b)(i)
Estimation of fair values of intangible assets acquired in a business combination - note 12
Estimation of fair values of contingent purchase consideration in a business combination - note 12(a)(i)
Estimation of share-based payments - note 18(a)(i)

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

9 Critical estimates and judgements (continued)

(a) Significant estimates and judgements (continued)

10 Financial risk management

This note explains the group's exposure to financial risks and how these risks could affect the group’s future financial performance.

(a) Market risk

(i) Foreign exchange risk

The group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations. The group is primarily exposed to changes in USD/AUD. However, the majority of the group's financial assets and financial liabilities denominated in United States dollars occur in subsidiaries with the United States dollar as the functional currency. Therefore, management has concluded that market risk from foreign exchange fluctuation is not material.

(ii) Cash flow and fair value interest rate risk

The group's main interest rate risk arises from cash and cash equivalents and other financial assets at amortised cost held, which expose the group to cash flow interest rate risk. During 2019 and 2018, the group's cash and cash equivalents and other financial assets at amortised cost at variable rates were denominated in Australian and United States dollars.

The group's exposure to interest rate risk at the end of the reporting period, expressed in Australian dollars, was as follows:

Financial instruments with cash flow risk Cash and cash equivalents (AUD denominated) Cash and cash equivalents (USD denominated) Financial assets at amortised cost (USD denominated)	2019 $'000 2018 $'000 547 20,365 68,262 15,480 - 60,876
	68,809 96,721

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

10 Financial risk management (continued)

(a) Market risk (continued)

Sensitivity

Profit or loss is sensitive to higher/lower interest income from cash and cash equivalents as a result of changes in interest rates.

nterest rates.
	Impact on loss	for the	Impact on other
	period		components of equity
	2019	2018	2019	2018
	$'000	$'000	$'000	$'000
AUD denominated: interest rates - change by 20 basis points (2018:
21 basis points)*	1	43	-	-
USD denominated: interest rates - change by 87 basis points (2018:
53 basis points)*	594	405	-	-

Holding all other variables constant

For AUD denominated financial instruments with cash flow risk, the use of 0.20 percent (2018: 0.21 percent) was determined based on analysis of the Reserve Bank of Australia cash rate change, on an absolute value basis, at 30 June 2019 and the previous four balance dates. The average cash rate at these balance dates was 1.60 percent (2018: 1.85 percent). The average change to the cash rate between balance dates was 12.69 percent (2018: 11.18 percent). By multiplying these two values, the interest rate risk was derived.

For USD denominated financial instruments with cash flow risk, the use of 0.87 percent (2018: 0.53 percent) was determined based on analysis of the Federal Reserve funds rate change, on an absolute value basis, at 30 June 2019 and the previous four balance dates. The average cash rate at these balance dates was 1.30 percent (2018: 0.85 percent). The average change to the cash rate between balance dates was 67.00% percent (2018: 62.00% percent). By multiplying these two values, the interest rate risk was derived.

Loss is more sensitive to movements in interest rates in 2019 than 2018 due to increases higher amounts of USD denominated cash and cash equivalents and the higher interest rate used for the USD sensitivity analysis. The groups exposure to other classes of financial instruments with cash flow risk is not material.

(b) Credit risk

Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the group.

(i) Risk management

Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating.

(ii) Security

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

10 Financial risk management (continued)

(b) Credit risk (continued)

(iii) Impairment of financial assets

The group has one type of financial asset subject to the expected credit loss model:

trade receivables for sales from the provision of delivery management services

Trade receivables

The group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables.

To measure the expected credit losses, trade receivables assets 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 24 months before 30 June 2019 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 2019 was determined to be $28,518 for trade receivables.

Previous accounting policy for impairment of trade receivables

In the prior year, the impairment of trade receivables was assessed based on the incurred loss model. Individual receivables which were known to be uncollectible were written off by reducing the carrying amount directly. The other receivables were assessed collectively to determine whether there was objective evidence that an impairment had been incurred but not yet been identified. For these receivables the estimated impairment losses were recognised in a separate provision for impairment. The group considered that there was evidence of impairment if any of the following indicators were present:

significant financial difficulties of the debtor
probability that the debtor will enter bankruptcy or financial reorganisation, and
default or late payments (more than 121 days overdue).

Receivables for which an impairment provision was recognised were written off against the provision when there was no expectation of recovering additional cash.

(c) Liquidity risk

preparing forward looking cash flow analyses in relation to its operating, investing and financing activities;
obtaining funding from a variety of sources;

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019 (continued)

10 Financial risk management (continued)

(c) Liquidity risk (continued)

maintaining a reputable credit profile;
managing credit risk related to financial assets;
investing cash and cash equivalents and deposits at call with major financial institutions; and
comparing the maturity profile of financial liabilities with the realisation profile of financial assets.

(i) Maturities of financial liabilities

Contractual maturities of financial liabilities At 30 June 2019 Trade and other payables Total Contractual maturities of financial liabilities At 30 June 2018 Trade and other payables Total	Less than 6 months 6 - 12 months Between 1 and 2 years Between 2 and 5 years Over 5 years Total contractual cash flows Carrying amount (assets)/ liabilities $'000 $'000 $'000 $'000 $'000 $'000 $'000 4,471 - - - - 4,471 4,471
	4,471 - - - - 4,471 4,471
	Less than 6 months 6 - 12 months Between 1 and 2 years Between 2 and 5 years Over 5 years Total contractual cash flows Carrying amount (assets)/ liabilities $'000 $'000 $'000 $'000 $'000 $'000 $'000 4,942 - - - - 4,942 4,942
	4,942 - - - - 4,942 4,942

11 Capital management

(a) Risk management

The group's objectives when managing capital are to

safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
maintain an optimal capital structure to reduce the cost of capital.

(b) Dividends

No dividends were declared or paid to members for the year ended 30 June 2019 (2018: nil). The group’s franking account balance was nil at 30 June 2019 (2018: nil).

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

12 Business combination

(a) Summary of acquisition

On 19 February 2019, the GetSwift, Inc. acquired the Delivery Biz Pro business from Delivery Biz Pro, LLC and workforce scheduling provider Scheduling+ from Web Software, LLC. Assets acquired comprised 100% of the issued share capital of MarketPlace Connect Pty Ltd, all licences and intellectual property, employees and business relationships. The acquisition has significantly increased the group's revenues and cash collected.

Details of the purchase consideration, the net assets acquired and goodwill are as follows:

Purchase consideration (refer to (b) below): Cash paid Deferred cash payments Contingent consideration Total purchase consideration	$'000 6,624 1,256 381
	8,261

The assets and liabilities recognised as a result of the acquisition are as follows:

Cash Trade and other receivables Trade and other payables Customer lists and contracts Software Trademarks and other rights Net identifiable assets acquired Add: goodwill Net assets acquired	Fair value $'000 9 34 (73) 3,922 1,800 169
	5,861 2,401
	8,262

The goodwill is attributable to the workforce and the high revenues of the acquired business. It will not be deductible for tax purposes.

There were no acquisitions in the year ending 30 June 2018.

(i) Significant estimate: contingent consideration

In the event that certain pre-determined sales volumes are achieved by the subsidiary for the calendar years ending 31 December 2019 and 31 December 2020, additional consideration of 25% per year of gross revenue above US$1.5 million may be payable in cash 70 days after these calendar year end dates.

The fair value of the contingent consideration of $381,008 (US$271,011) was estimated by calculating the present value of the future expected cash flows. The estimates are based on a discount rate of 16.4%.

(ii) Revenue and profit contribution

The acquired business contributed revenues of $906,406 to the group for the period from 19 February 2019 to 30 June 2019.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

12 Business combination (continued)

(b) Purchase consideration - cash outflow

(b) Purchase consideration - cash outflow
Outflow of cash to acquire subsidiary, net of cash acquired Cash consideration Deferred cash payments paid in period Less: Balances acquired Cash Net outflow of cash - investing activities	2019 $'000 2018 $'000 6,624 - 361 - (9) -
	6,976 -

Acquisition-related costs

Acquisition-related costs of $210,853 are included in general and administrative expenses in profit or loss and in operating cash flows in the consolidated statement of cash flows.

13 Interests in other entities

(a) Material subsidiaries

The group’s principal subsidiaries at 30 June 2019 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or registration is also their principal place of business.

principal place of business.
	Place of business/
	country of	Ownership interest	held
Name of entity	incorporation	by the group
		2019	2018
		%	%
Get Swift Logistics Pty Ltd	Australia	100	100
GetSwift, Inc.	United States	100	100
GetSwift DOO	Serbia	100	-
Marketplace Connect Pty Ltd	Australia	100	-
Liquorun Pty Ltd	Australia	100	100
Distributed Logistics Pty Ltd	Australia	100	100

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

14 Contingent liabilities

(a) Class action

As previously advised, the Full Court of the Federal Court of Australia delivered judgement on 20 November 2018 affirming that two of the three competing class actions against the company ought to be permanently stayed with only one, the Webb Proceeding, continuing.

A subsequent application for leave to appeal to the High Court of Australia, filed by Squire Patton Boggs (AU) in relation to one of the permanently stayed proceedings, was refused. This decision brought finality to the multiplicity process and confirmed that the Webb Proceeding was to be the sole class action proceeding against the company. The two permanently stayed proceedings were ordered to pay the company’s legal costs which were incurred as a result of the appeal processes. In line with those orders, the company is taking steps to recover costs associated with the special leave application in the High Court. The company has also taken steps to recover costs associated with the appeal to the Full Court of the Federal Court. In that regard, the company recovered costs in relation to the McTaggart class action, and has filed a bill of costs for taxation in relation to the Perera class action.

The Webb Proceeding alleges that the company and its director Mr Macdonald failed to meet their continuous disclosure obligations and engaged in misleading and deceptive conduct.

The company and Mr Macdonald strongly dispute the allegations made in the Webb Proceeding (including as to any alleged loss) and will continue to vigorously defend the proceedings. The company has filed its defence in the Webb Proceeding and has named Squire Patton Boggs (AU) as a concurrent wrongdoer.

On 7 February 2019, the Court ordered, amongst other things:

that an opt out notice be issued to group members (being those persons who acquired shares in GetSwift Limited during the period relevant to the allegation in the Webb Proceeding of 24 February 2017 to January 2018 inclusive) by 21 February 2019;
that the opt out deadline be fixed as 28 March 2019, and
that mediation commence by no later than 18 April 2019.

A number of group members elected to submit opt out notices to the Federal Court Registry notifying their intention not to be involved in the Webb Proceeding. The parties engaged in mediation in accordance with the orders. No settlement was reached. The parties are now engaging in discovery and preparing evidence.

On 24 April 2019, the Court ordered that the Webb Proceeding be listed to proceed to trial on 17 August 2020.

To date, the applicant in the Webb Proceeding has not provided any information, in the pleadings or otherwise, to quantify the loss allegedly suffered by the applicant. Comments in open court by lawyers for the permanently stayed proceedings however, indicated that the alleged total quantum of their claims was, at its highest, approximately $75 million.

There are many important steps that need to occur before any liability is imposed on the company or Mr Macdonald in relation to the allegations in the Webb Proceeding. No provision has been taken in these accounts. Legal fees will be incurred in defending the matter as it proceeds.

(b) ASIC proceedings

As previously advised, on 22 February 2019, the Australian Securities and Investments Commission (ASIC) commenced civil penalty proceedings in the Federal Court of Australia against the company and two of its directors: Mr Joel Macdonald and Mr Bane Hunter. On 15 March 2019, ASIC amended their claim to include former GetSwift Limited director and corporate counsel, Mr Brett Eagle, as an additional defendant. The ASIC Proceeding alleges that the defendants failed to meet their continuous disclosure obligations and engaged in misleading and deceptive conduct. The claims relate to conduct alleged to have occurred between February and December 2017.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

14 Contingent liabilities (continued)

(b) ASIC proceedings (continued)

ASIC seeks pecuniary penalties against each of the defendants as well as orders against Mr Macdonald, Mr Hunter and Mr Eagle disqualifying them from managing corporations for a period of time.

The trial of the ASIC Proceeding has been listed to commence on 9 June 2020. The parties are currently engaging in discovery and preparing evidence.

The company, Mr Macdonald, Mr Hunter and Mr Eagle vehemently deny the allegations made by ASIC and will vigorously defend the proceedings.

On 29 April 2019, the company was served by ASIC with a notice to produce documents in relation to the vesting of management performance rights by the company during the period 1 July 2017 to 31 December 2018. The company is very confident with respect of this notice and is engaging with the regulator.

15 Commitments

(a) Non-cancellable operating leases

The group leases various offices under non-cancellable operating leases expiring within 8 and 30 months. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.

Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows: Within one year Later than one year but not later than five years	2019 $'000 2018 $'000 524 391 403 -
	927 391

16 Events occurring after the reporting period

No matter or circumstance has occurred subsequent to period end that has significantly affected, or may significantly affect, the operations of the group, the results of those operations or the state of affairs of the group or economic entity in subsequent financial years.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

17 Related party transactions

(a) Subsidiaries

Interests in subsidiaries are set out in note 13(a).

(b) Key management personnel compensation

(b) Key management personnel compensation
Short-term employee benefits Post-employment benefits Share-based payments	2019 $ 2018 $ 2,330,445 1,584,411 89,901 10,342 1,438,151 4,827,836
	3,858,497 6,422,589

Detailed remuneration disclosures are provided in the remuneration report contained within the directors' report.

(c) Transactions with other related parties

The following transactions occurred with related parties:

The following transactions occurred with related parties:
	2019	2018
	$	$
Sales and purchases of goods and services
Purchases of various goods and services from entities controlled by key
management personnel (i)	204,000	642,545

(i) Purchases from entities controlled by key management personnel

The group acquired the following goods and services from entities that are controlled by members of the group's key management personnel:

corporate governance consultancy services
legal services

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

(d) Loans to/from related parties

There were no loans to/from related parties in the year ended 30 June 2019 (2018: nil).

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019 (continued)

18 Share-based payments

(a) GetSwift Employee and Executive Ownership Plan

Share options outstanding at the end of the year have the following expiry date and exercise prices:

	Expiry	Exercise
Grant date	date	price	Share options	Share options
		($)	30 June 2019	30 June 2018
2016-12-07	2020-12-07	0.20	7,500,000	7,500,000
2017-07-01	2021-08-14	0.80	2,000,000	2,333,335
2017-07-01	2021-08-14	1.00	2,000,000	2,333,333
2017-07-01	2021-08-14	1.20	2,000,000	2,333,332
2017-09-08	2019-05-15	1.27	-	3,250,000
2017-12-27	2020-12-18	7.00	5,000,000	5,000,000
Various grant dates in FY 2018	various	various	687,140	1,475,000
2018-08-31	2028-09-19	0.408	1,100,000	-
2018-12-14	2028-12-14	0.439	50,000	-
2019-04-02	2029-04-02	0.22	300,000	-
2019-05-03	2029-05-03	0.22	300,000	-
2019-05-31	2029-05-31	0.22	600,000	-
Total			21,537,140	24,225,000

Notes

'Various grant dates in FY 2018' options have exercise prices between $0.80 and $1.20 and expiry dates between 2023 and 2033.
The weighted average remaining contractual life of options outstanding as at 30 June 2019 is 9 years, 6 months. The average exercise price per share option as at 30 June 2019 is $0.372.

(i) Fair value of options granted

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

18 Share-based payments (continued)

(a) GetSwift Employee and Executive Ownership Plan (continued)

The model inputs for options granted during the year ended 30 June 2019 included:

				Share			Risk-	Fair value
				price at			free	at grant
	Expiry	Exercise	No. of	grant	Expected	Dividend	interest	date per
Grant date	date	price ($)	options	date ($)	volatility	yield	rate	option ($)
.
2018-08-31	2028-09-19	0.408	3,300,000	0.415	84.50%	0.00%	2.02%	0.2519
2018-12-14	2028-12-14	0.439	300,000	0.439	84.50%	0.00%	1.98%	0.2445
2019-04-02	2029-04-02	0.220	300,000	0.220	95.00%	0.00%	1.30%	0.1335
2019-05-03	2029-05-03	0.220	300,000	0.220	95.00%	0.00%	1.30%	0.1344
2019-05-31	2029-05-31	0.220	600,000	0.220	95.00%	0.00%	1.30%	0.1412
			4,800,000

(b) Expenses arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognised during the period were as follows:

Options issued under GetSwift Employee and Executive Ownership Plan Performance rights	2019 $ 2018 $ 1,162,663 2,486,066 389,331 2,372,538
	1,551,994 4,858,604

19 Remuneration of auditors

During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms:

(a) RSM Australia Partners

(i) Audit and other assurance services

Audit and review of financial statements Total remuneration for audit and other assurance services (ii) Taxation services Tax compliance services Total remuneration for taxation services	2019 $ 2018 $ 111,428 67,000
	111,428 67,000
	51,950 -
	51,950 -

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

19 Remuneration of auditors (continued)

(b) Network firms of RSM Australia Partners

(b) Network firms of RSM Australia Partners
(i) Other services Tax compliance services Total remuneration of network firms of RSM Australia Partners Total auditors' remuneration	74,498 -
	74,498 -
	237,876 67,000

It is the group's policy to employ RSM Australia Partners on assignments additional to their statutory audit duties where RSM Australia Partners' expertise and experience with the group are important. These assignments are principally tax advice.

20 Loss per share

(a) Reconciliation of loss used in calculating loss per share

(a) Reconciliation of loss used in calculating loss per share
Basic and diluted loss per share Loss attributable to the ordinary equity holders of the company used in calculating loss per share: From continuing operations (b) Weighted average number of shares used as the denominator Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share Adjustments for calculation of diluted earnings per share: Options Pro forma weighted average number of ordinary and potential ordinary shares that would have been used as the denominator in calculating diluted loss per share 1	2019 $'000 2018 $'000 19,494 12,123
	2019 Number 2018 Number 188,524,310 170,424,251 21,537,140 24,225,000
	210,061,450 194,649,251

Notes

On the basis of the group's losses, the outstanding options as at 30 June 2019 and 30 June 2018 are considered to be anti-dilutive and therefore were excluded from the diluted weighted average number of ordinary shares calculation.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

21 Parent entity financial information

(a) Summary financial information

The individual financial statements for the parent entity show the following aggregate amounts:

Balance sheet Current assets Non-current assets Total assets Current liabilities Total liabilities Shareholders' equity Share capital Reserves Performance rights Share-based payments Accumulated losses Loss for the period Total comprehensive loss	2019 $'000 2018 $'000 915 1,104 89,251 97,778 90,166 98,882 33 1,116 33 1,116 (180,266) (195,532) 103,241 103,241 1,923 1,534 4,250 3,087 (19,281) (10,100)
	90,133 97,766
	9,185 9,525
	9,185 9,525

(b) Guarantees entered into by the parent entity

The parent entity has not entered into any guarantees in relation to debts of its subsidiaries in the year ended 30 June 2019 (2018: nil).

(c) Contingent liabilities of the parent entity

The parent had contingent liabilities at 30 June 2019 identical to those of the group, as outlined in note 15.

(d) Contractual commitments for the acquisition of property, plant or equipment

The parent entity has not entered into any contractual commitments for the acquisition of property, plant or equipment in the year ended 30 June 2019 (2018: nil).

(e) Determining the parent entity financial information

The financial information for the parent entity has been prepared on the same basis as the consolidated financial statements, except as set out below.

(i) Investments in subsidiaries

Investments in subsidiaries are accounted for at cost in the financial statements of GetSwift Limited.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

Contents of the summary of significant accounting policies	Contents of the summary of significant accounting policies
		Page
(a)	Basis of preparation	63
(b)	Principles of consolidation	64
(c)	Segment reporting	65
(d)	Foreign currency translation	65
(e)	Revenue recognition	65
(f)	Income tax	66
(g)	Leases	66
(h)	Impairment of assets	66
(i)	Cash and cash equivalents	66
(j)	Trade receivables	66
(k)	Investments and other financial assets	67
(l)	Plant and equipment	68
(m)	Intangible assets	68
(n)	Trade and other payables	69
(o)	Employee benefits	69
(p)	Contributed equity	70
(q)	Loss per share	70
(r)	Rounding of amounts	70
(s)	Goods and services tax (GST)	71

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

22 Summary of significant accounting policies

(a) Basis of preparation

(i) Compliance with IFRS

(ii) Historical cost convention

The financial statements have been prepared on a historical cost basis.

(iii) New and amended standards adopted by the group

The group has applied the following standards and amendments for the first time for their annual reporting period commencing 1 July 2018:

AASB 9 Financial Instruments
AASB 15 Revenue from Contracts with Customers

(iv) New standards and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2019 reporting periods and have not been early adopted by the group. The group’s assessment of the impact of these new standards and interpretations is set out below.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

22 Summary of significant accounting policies (continued)

(a) Basis of preparation (continued)

Title of standard	*AASB 16Leases***
Nature of change	AASB 16 was issued in February 2016. It will result in almost all leases being recognised on the balance sheet by lessees, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases.
Impact	The group has reviewed all leasing arrangements in light of the new lease accounting rules in AASB 16. The standard will affect the accounting for the group’s operating leases. As at the reporting date, the group has non-cancellable operating lease commitments of $927,348, see note 15(a). The group expects to recognise right-of-use assets of approximately $801,226 on 1 July 2019 and lease liabilities of $844,145 (after adjustments for prepayments and accrued lease payments recognised as at 30 June 2019). Overall net assets will be approximately $42,919 lower, and net current assets will be $327,598 lower due to the presentation of a portion of the liability as a current liability. The group expects that net profit after tax will decrease by approximately $9,113 for the year ended 30 June 2020 as a result of adopting the new rules. Operating cash flows will increase and financing cash flows decrease by approximately $516,547 as repayment of the principal portion of the lease liabilities will be classified as cash flows from financing activities. The group does not act in the capacity as a lessor and hence the group does not expect any lessor impact on the financial statements.
Mandatory application date/ Date of adoption by group	The group will apply the standard from its mandatory adoption date of 1 July 2019. The group intends to apply the modified retrospective transition approach and will not restate comparative amounts for the year prior to first adoption. Right-of-use assets will be measured at the amount of the lease liability on adoption (adjusted for any prepaid or accrued lease expenses).

(b) Principles of consolidation

(i) Subsidiaries

The acquisition method of accounting is used to account for business combinations by the group.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

22 Summary of significant accounting policies (continued)

(c) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. This has been identified as the chief executive officer.

(d) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Australian dollar ($), which is GetSwift Limited's functional and presentation currency.

(ii) Transactions and balances

(iii) Group companies

assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate at the date of that consolidated statement of financial position
income and expenses for each consolidated statement of profit or loss and consolidated statement of profit or loss and other comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and
all resulting exchange differences are recognised in other comprehensive income.

(e) Revenue recognition

The accounting policies for the group’s revenue from contracts with customers are explained in note 2.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

22 Summary of significant accounting policies (continued)

(f) Income tax

Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

(g) Leases

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the group as lessee are classified as operating leases (note 15). Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.

(h) Impairment of assets

(i) Cash and cash equivalents

(j) Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less loss allowance. See note 5(b) for further information about the group’s accounting for trade receivables and note 10(b) for a description of the group's impairment policies.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

22 Summary of significant accounting policies (continued)

(k) Investments and other financial assets

(i) Classification

From 1 July 2018, the group classifies its financial assets in the following measurement categories:

those to be measured subsequently at fair value (either through OCI or through profit or loss), and
those to be measured at amortised cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

(ii) Recognition and derecognition

(iii) Measurement

Debt instruments

Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the consolidated statement of profit or loss.
FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are presented as separate line item in the consolidated statement of profit or loss.
FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

22 Summary of significant accounting policies (continued)

(k) Investments and other financial assets (continued)

(iv) Impairment

(v) Income recognition

Interest income

(l) Plant and equipment

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

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount (note 22(h)).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss.

(m) Intangible assets

(i) Goodwill

(ii) Trademarks, licences and customer contracts

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

22 Summary of significant accounting policies (continued)

(m) Intangible assets (continued)

(iii) Software

(iv) Research and development

(v) Amortisation methods and periods

Refer to note 6(a) for details about amortisation methods and periods used by the group for intangible assets.

(n) Trade and other payables

These amounts represent liabilities for goods and services provided to the group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

(o) Employee benefits

(i) Short-term obligations

(ii) Other long-term employee benefit obligations

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

22 Summary of significant accounting policies (continued)

(o) Employee benefits (continued)

(iii) Share-based payments

Share-based compensation benefits are provided to employees via the 'GetSwift Employee and Executive Ownership Plan'. Information relating to these schemes is set out in note 18.

Employee options

including any market performance conditions (e.g. the company’s share price)
excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the company over a specified time period), and
including the impact of any non-vesting conditions (e.g. the requirement for employees to save or holdings shares for a specific period of time).

(p) Contributed equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(q) Loss per share

(i) Basic loss per share

Basic loss per share is calculated by dividing:

the loss attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares
by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

(ii) Diluted loss per share

Diluted loss per share adjusts the figures used in the determination of basic loss per share to take into account:

the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and
the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

(r) Rounding of amounts

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

22 Summary of significant accounting policies (continued)

(s) Goods and services tax (GST)

23 Changes in accounting policies

This note explains the impact of the adoption of AASB 9 Financial Instruments and AASB 15 Revenue from Contracts with Customers on the group’s financial statements.

(a) AASB 9 Financial Instruments – impact of adoption

AASB 9 Financial Instruments replaces AASB 139 Financial Instruments: Recognition and Measurement for annual periods beginning on or after 1 January 2018, bringing together all three aspects of the accounting for financial instruments: classification and measurement, impairment and hedge accounting. The adoption of this standard has not materially impacted the amounts disclosed in these financial statements.

(i) Classification and measurement

Except for certain trade receivables, under AASB 9, the group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.

Under AASB 9, debt financial instruments are subsequently measured at fair value through profit or loss (FVPL), amortised cost, or fair value through other comprehensive income (FVOCI). The classification is based on two criteria: the group's business model for managing the assets; and whether the instruments’ contractual cash flows represent ‘solely payments of principal and interest’ on the principal amount outstanding (the ‘SPPI criterion’).

The new classification and measurement of the group's debt financial assets are as follows:

Debt instruments at amortised cost for financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the SPPI criterion. This category comprises trade receivables and other financial assets at amortised cost (deposits at call).

The assessment of the group’s business models was made as of the date of initial application, 1 July 2018 and then applied retrospectively to those financial assets that were not derecognised before 1 July 2018. The assessment of whether contractual cash flows on debt instruments are solely comprised of principal and interest was made based on the facts and circumstances as at the initial recognition of the assets. There has been no adjustment made to the amounts disclosed as a result of the application of this standard.

(ii) Impairment of financial assets

The adoption of AASB 9 has altered the group's accounting for impairment losses for financial assets by replacing AASB 139’s incurred loss approach with a forward-looking expected credit loss (ECL) approach.

AASB 9 requires the group to record an allowance for ECLs for all loans and other debt financial assets not held at FVPL.

GetSwift Limited

GetSwift Limited Notes to the financial statements 30 June 2019

(continued)

23 Changes in accounting policies (continued)

(a) AASB 9 Financial Instruments – impact of adoption (continued)

ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the group expects to receive. The shortfall is then discounted at an approximation to the asset’s original effective interest rate.

For contract assets and trade and other receivables, the group has applied the standard’s simplified approach and has calculated ECLs based on lifetime expected credit losses. The group has established a provision matrix that is based on the group's historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

The adoption of the ECL requirements of AASB 9 has not resulted in any material change in impairment allowances of the group's debt financial assets.

(b) AASB 9 Financial Instruments – accounting policies applied

Investments and other financial assets

The accounting policies applied by the group from 1 July 2018 are set out in note 22(k).

Trade receivables

The accounting policies applied by the group from 1 July 2018 are set out in note 22(j).

(c) AASB 15 Revenue from Contracts with Customers – impact of adoption

AASB 15 supersedes AASB 111 Construction Contracts , AASB 118 Revenue and related interpretations and it applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other standards. The new standard establishes a five-step model to account for revenue arising from contracts with customers. Under AASB 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The standard requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. The adoption of AASB 15 has not impacted the amounts disclosed within the financial statements.

(d) AASB 15 Revenue from Contracts with Customers – accounting policies applied

Revenue recognition

The accounting policies applied by the group from 1 July 2018 are set out in note 22(e).

GetSwift Limited

GetSwift Limited Directors' declaration 30 June 2019

In the directors' opinion:

(a) the financial statements and notes set out on pages 31 to 72 are in accordance with the Corporations Act 2001 , including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and
(ii) giving a true and fair view of the consolidated entity's financial position as at 30 June 2019 and of its performance for the financial year ended on that date, and
(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

Note 22(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A of the Corporations Act 2001 .

This declaration is made in accordance with a resolution of directors.

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Mr Stanley Pierre-Louis Independent Non-Executive Chairman

28 August 2019

GetSwift Limited

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RSM Australia Partners

Level 21, 55 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007

INDEPENDENT AUDITOR’S REPORT To the Members of GetSwift Limited

T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199

www.rsm.com.au

Opinion

We have audited the financial report of GetSwift Limited (the Company), and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2019, 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 statements, including a summary of significant accounting policies, and the directors' declaration.

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

(i) giving a true and fair view of the Group's financial position as at 30 June 2019 and of its financial performance for the year then ended; 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 auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We 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.

Key Audit Matters

AUDIT | TAX | CONSULTING

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THE POWER OF BEING UNDERSTOOD

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

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Key Audit Matters (Continued.)

Key Audit Matter	How the audit addressed this matter
Share-based payments Refer to Note 18 in the financial statements
GetSwift Limited issues numerous performance rights and options to employees as part of their long-term incentives. We identified share-based payment expenses as an area of significant risk due to the complexity and the volume of the options and performance rights issued. An element of subjectivity also exists in respect of management’s assessment around achievement of milestones relating to performance rights. During the financial year the milestones for the Class C and D performance rights have been met. This triggered the right to receive the shares. Management made further assessments of the remaining performance rights (Class E & F) in relation to when the respective milestones would be met which resulted in a further adjustment to increase the performance rights expense for the period. There is a risk that the performance rights and options have both been valued and calculated incorrectly and not in accordance_with AASB 2 Share_ based payments.	Our audit procedures in relation to the accounting for these options and performance rights included:  Reviewing the calculations to ensure that accounting for the share-based payments was appropriate and in accordance with_AASB 2_ Share Based Payments;  Reviewing management’s assessment of the remaining performance rights (Classes E & F) in respect of the remaining period that the milestones are expected to be achieved in light of the Company’s forecast performance;  Reviewing the option valuation inputs in the Binomial Model, which included assessing the volatility rate applied and comparing the volatility rate to entities in the similar industry as the Group;  Reviewing evidence around the Group achieving milestones C & D within the financial year;  Performing a recalculation of the option valuation model; and  Utilising the skills of our corporate finance team to assist in the review.
Contingent liabilities Refer to Note 14 in the financial statements
In February 2018, and subsequent thereto, a number of class action proceedings were brought against the Company and Directors of GetSwift. The proceedings claim that the Directors withheld information from the public and thus did not follow the continuous disclosure rules of the ASX. The proceedings make claim that certain shareholders have suffered losses and seek damages from the Company and/or Directors. There is a risk that the treatment of the above matter as a contingent liability as disclosed in the financial statements is not in accordance with AASB 137 Provisions, Contingent liabilities and Contingent Assets. We identified the contingent liability in relation to the Class Actions as a significant risk due to the potential severity and materiality of the claims.	Our audit procedures in relation to the accounting for, and disclosure of, the potential contingent liabilities included:  Reviewing correspondence between the Company and its legal counsel to assess the position of the claims;  Obtaining legal representations of the claims from the company’s legal counsel;  Discussing current developments of the claims with management and the Company’s legal counsel; and  Assessing the claims in line with AASB 137 Provisions, Contingent liabilities and Contingent Assets to ensure that the Company has measured and disclosed the contingent liability appropriately in the financial statements

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Key Audit Matters (Continued.)

Key Audit Matter

How the audit addressed this matter

Business Combinations
Refer to Note 12 in the financial statements

On 19 February 2019, GetSwift, Inc, a subsidiary of
GetSwift Limited, acquired Delivery Biz Pro, LLC
and Web Software, LLC.
We identified items surrounding this acquisition as
an area of significant risk due to the complexity of
the transaction and the associated terms.
In addition, elements of subjectivity also exist with
respect to management’s assessment, particularly
related to the fair value of the contingent
considerations potentially payable to the sellers, fair
value of the assets acquired, forward-looking
estimates and various discount rates for present
value calculations.
Beyond the current financial year, the valuation of
intangible assets (including goodwill) resulting from
the
transaction
will
also
impact
impairment
assessment in future periods, which may be a key
element of focus by investors.

Our audit procedures in relation to the to the
accounting for the business combination activities
included:

Obtaining the business purchase agreements to
understand the key terms and conditions, and
ensuing that the transaction had been accounted
for in compliance with AASB 3 Business
Combinations;

Testing the initial consideration, through cash,
shares and contingent consideration, to the
signed purchase agreement and to bank
statements and assessing the appropriateness of
the fair value of the total consideration;

Evaluating the fair value of the contingent
consideration included in the purchase price;

Assessing the forecasts used for determining the
contingent consideration and comparing these
against recent actual performance;

Reviewing and assessing the independent
valuation report in respect of the intangible
assets identified as part of the acquisition
including assessing the reasonableness of the
assumptions used in the report; and

Utilising the skills of our corporate finance team
to assist in the assessment of the independent
valuation report.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2019, but does not include the financial report and the auditor's report thereon.

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

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

Responsibilities of the Directors for the Financial Report

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

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Responsibilities of the Directors for the Financial Report (Continued.)

Auditor's Responsibilities for the Audit of the Financial Report

A further description of our responsibilities for the audit of the financial report forms part of our auditor’s report, and is located at the Auditing and Assurance Standards Board website at:

www.auasb.gov.au/auditors_responsibilities/ar2.pdf.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2019.

In our opinion, the Remuneration Report of GetSwift Limited, for the year ended 30 June 2019, 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.

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RSM AUSTRALIA PARTNERS

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J S CROALL Partner

Dated: 28 August 2019 Melbourne, Victoria

GetSwift Limited.

MANAGEMENT’S DISCUSSION AND ANALYSIS (“MD&A”)

The following discussion and analysis should be read in conjunction with the Financial Statements for the year ended June 30, 2019, which we prepared in accordance with International Financial Reporting Standards (“IFRS”). Certain information included herein is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See “Forward-Looking Statements” and “Risks Factors” outlined in the prospectus for GetSwift Technologies Limited dated January 4, 2021.

The Date of this MD&A is January 4, 2021.

The MD&A is a narrative explanation, through the eyes of management, of how the company performed during the period covered by the financial statements, and of the company’s financial condition and future prospects. The MD&A complements and supplements the company’s financial statements, but does not form part of the company’s financial statements.

Unless otherwise indicated, all dollar amounts are expressed in Australian dollars (AUD). Due to rounding, certain totals and subtotals may not foot and certain percentages may not reconcile.

Additional information about GetSwift Limited (the “Group” or “GetSwift”), is available at our website GetSwift.co. The company does not file an AIF and is not registered on Sedar.com.

Overview

GetSwift is a worldwide leader in delivery management automation. From enterprise to hyper-local, businesses across dozens of industries around the globe depend on GetSwift’s SaaS platform to bring visibility, accountability, efficiency, and savings to their supply chain and “Last Mile" operations. Because we grow when our customers succeed in delivery when our succeed in delivery, our planning for their needs is critical to our joint success. Our ability to provide reliable, secure, and easy to use tools for their delivery management is paramount to this relationship.

During the year, the Group announced two strategic SaaS acquisitions in North America: Delivery BIZ Pro and Scheduling+. Delivery BIZ Pro (“DBP”) is a subscription-based cloud service for businesses with recurring product orders particularly within the produce, meal-kit, farm-to-table, water, home and commercial delivery sectors. Scheduling+ (“SP”) combines staff scheduling, task management, time and attendance recordkeeping, and payroll into one simple subscription-based cloud solution. This allows businesses of all sizes to reduce time spent on repetitive tasks and focus instead on human capital growth. The total consideration paid consisted of $8.261 million comprised of $6.624 million cash and $1.637 million in deferred payments and contingent consideration. The goodwill acquired was $2.401 million and customer lists and contracts was valued at $3.922 million..

This report is to be read in conjunction with note 14 of the Financial Report contingent liabilities in regards to litigation.

The group derives revenue from contracts with customers for the transfer of services over time and at a point in time.

Expenses consist primarily of employee related costs, contracted software developers, web site, legal and professional fees, insurance, travel, and marketing and other general operating expenses.

The group has one reportable segment being the development and commercialisation of delivery management software as a service. The segment details are therefore fully reflected in all financial information.

Results of Operations

(In AUD Thousands of Dollars, Except percentage and per share amounts)

	Year Ended June	30th	Period Over Period	Change
	2019	2018	$	%
	$'000	$'000
Revenue from contracts with customers	2,140	771	1,369	178%
Other Income	1,680	706	974	138%
	3,820	1,477	2,343	159%
Other gains/(losses) - net	5,184	5,360	(176)	-3%
Employee benefits expenses	(10,125)	(4,831)	(5,294)	110%
General and Administrative expenses	(16,821)	(9,270)	(7,551)	81%
Share-based payment expenses	(1,552)	(4,859)	3,307	-68%
Operating loss	(19,494)	(12,123)	(7,371)	61%
Loss before income tax	(19,494)	(12,123)	(7,371)	61%
Income Tax Expense	-	-	-	0%
Loss for the period	(19,494)	(12,123)	(7,371)	61%
Other Comprehensive Income
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations	(856)	(263)	(593)	225%
Total comprehensive loss for the period	(20,350)	(12,386)	(7,964)	64%
Weighted Average Number of shares	188,524	170,424
	Cents	Cents	Cents	%
Loss per share for the loss attributable to the ordinary
equity holders of the company
Basic and diluted loss per share	(10.34)	(7.11)	(3.23)	45%
Cash Dividends declared per share
Basic and diluted loss per share	-	-	-	0%
Total Assets	78,641	97,804	(19,163)	-20%
Total Long Term Liabilities	11	9	2	22%

Comparison of the twelve-month period ended June 30, 2019 and 2018

Revenue:

Specifically, the company supplied customization and onboarded new enterprise clients in 2019 over 2018 and saw steady growth in the pay as you go side of the business.

No companywide prices changes were implemented.

The company does not calculate a gross margin and therefore there is no cost of goods sold.

Revenue from Contract with Customers

2019 Timing of revenue recognition At a point in time Over time 2018 Timing of revenue recognition At a point in time Over time $ Variance At a point in time Over time % Variance At a point in time Over time	Australia United States Rest of World Total $'000 $'000 $'000 $'000 100 195 147 442 411 1,170 117 1,698
	511 1,365 264 2,140
	Australia United States Rest of World Total $'000 $'000 $'000 $'000 77 149 113 339 387 36 9 432
	464 185 122 771
	23 46 34 103 24 1,134 108 1,266
	47 1,180 142 1,369
	30% 31% 30% 30% 6% 3150% 1200% 293%
	10% 638% 116% 178%

Other Income:

Other income

Other income
Dividends Interest Income Research and development tax incentive Other items	Year Ended June 30th Period Over Period Change 2019 2018 $ % $'000 $'000 - 76 (76) -100% 1,521 628 893 142% 159 - 159 0% - 2 (2) -100%
	1,680 706 974 138%

Other Gains/(Losses):

Other gains/(losses)

Net gain/(loss) on disposal of property, plant and equipment Net fair value gains/(losses) on financial assets at fair value through profit or loss Net foreign exchange gains/(losses)	Year Ended June 30th Period Over Period Change 2019 2018 $ % $'000 $'000 - (1) 1 -100% - (341) 341 -100% 5,184 5,702 (518) -9%
	5,184 5,360 (176) -3%

Expenses:

Breakdown of expenses

Breakdown of expenses
Employee benefits expenses Salaries, bonuses and directors' fees Superannuation and 401(k) Other General and administrative expenses Advertising and marketing Amortisation Bad debts Depreciation Finance costs Insurance Legal fees Occupancy Professional fees Technology Contractors Travel and entertainment Website expenses Other expenses Total Expenses	Year Ended June 30th Period Over Period Change 2019 2018 $ % $'000 $'000 9,074 4,641 4,433 96% 315 64 251 392% 736 126 610 484%
	10,125 4,831 5,294 110%
	806 352 454 129% 503 - 503 0% 37 - 37 0% 64 30 34 113% 28 6 22 367% 1,146 260 886 341% 5,866 3,259 2,607 80% 751 334 417 125% 1,881 1,458 423 29% 2,773 2,168 605 28% 864 635 229 36% 825 254 571 225% 1,277 514 763 148%
	16,821 9,270 7,551 81%
	26,946 14,101 12,845 91%

Legal Fees: – Legal Fees increased 80% or $2.607 million for the fiscal year ended June 30, 2019 over the same period in 2018. These additional fees relate to ongoing ASIC litigation.

Share-Based payment expenses:

The establishment of the 'GetSwift Employee and Executive Ownership Plan' was approved by shareholders at the extraordinary general meeting held on 9 August 2016. The plan is designed to provide long-term incentives for employees (including directors) to deliver long-term shareholder returns. Participation in the plan is at the board's discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. The Plan does provide share options and performance rights (which have milestones attached).

Share-based payment costs decreased 68% or $3.307 million for the fiscal year ended June 30, 2019 over the same period in 2018 due to changes in both valuations and participants.

Share-based payment expenses

Options issued under GetSwift Employee and Executive Ownership Plan Performance Rights	Year Ended June 30th Period Over Period Change 2019 2018 $ % $'000 $'000 1,163 2,486 (1,323) -53% 389 2,373 (1,984) -84%
	1,552 4,859 (3,307) -68%

Income Tax Expense:

During the twelve months ended June 30, 2019 and 2018, our income tax expense was nil as the group companies incurred a loss from continuing operations.

Income Tax Expense

Numerical reconciliation of income tax expense to prima facle tax payable

Loss from continuing operations before income tax expense Tax at the Australian tax rate of 27.5% (2018: 27.5%) Tax effect of amounts which are not deductible (taxable In calculating taxable income: Difference in overseas tax rates Tax losses and other timing differences for which no deferred tax asset is recognised Income Tax Expense Unused tax losses for which no deferred tax asset has been recognised	Year Ended June 30th Period Over Period Change 2019 2018 $ % $'000 $'000 (19,494) (12,123) (7,371) 61% (5,361) (3,334) (2,027) 61% 469 2,232 (1,763) -79%
	(4,892) (1,102) (3,790) 344% 6 - 6 0% 4,886 1,102 3,784 343%
	- - - 0%
	23,291 5,525 17,766 322%

Total Assets and Long Term Liabilities:

Comparison of the year ended June 30, 2018 and 2017

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Comparison of the twelve-month period ended June 30, 2018 and 2017

Revenue:

Customer revenue of $0.773 million increased over the prior year by $0.437 million or 130%. The increase in revenue was primarily from the addition of new customers generating Over Time revenue of which 50% was from a single customer. No company wide prices changes were implemented.

The company does not calculate a gross margin and therefore there is no cost of goods sold.

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Other Income:

For 2018 other income increased by $0.559 million or 3868% to $0.704 million. Other income is comprised of the full year impact of dividends and interest from investing the proceeds of the capital raise started in December 2016. The 2018 R&D tax incentive was not processed and received until 2019.

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Overall Operating expenses for the fiscal year ended June 30, 2018, increased 761%, or $12.695 million to $14.363 million, compared to $1.668 million during the same period in 2017. As a percentage of total revenue, expenses were 972% for the fiscal year ended June 30, 2018 and 347% for the same period in 2017

Staff Expenses: – Staff expenses increased 413% or $3.945 million for the year ended June 30, 2018 over the same period in 2017. Staff related expenses increased due to the company’s growth and expansion in the United States. Staff additions, recruitment costs and increased eligibility for incentives and benefits resulted in higher expenses year over year.

General and Administrative Expenses: – General and Administrative expenses increased 530% or $1.341 million for the fiscal year ended June 30, 2018 over the same period in 2017. This represents the expansion of the business into the United States.

Consultancy Expenses: – Consultancy expenses increased 1427% or $4.410 million for the fiscal year ended June 30, 2018 over the same period in 2017. This primarily relates to the legal costs to defend the ASIC litigation.

Other Expenses: – Other expenses increased 1759% or $2.656 million for the fiscal year ended June 30, 2018 over the same period in 2017. This relates to IT contractors to support the company’s growth in software development.

Share-Based payment expenses:

The establishment of the 'GetSwift Employee and Executive Ownership Plan' was approved by shareholders at the extraordinary general meeting held on 9 August 2016. The plan is designed to provide long-term incentives for employees (including directors) to deliver long-term shareholder returns. Participation in the plan is at the board's discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. The Plan does provide share options and performance rights (which have milestones attached).

Share-based payment costs increased 714% or $4.262 million for the fiscal year ended June 30, 2018 over the same period in 2017 due to changes in both valuations and participants.

Income Tax Expense:

Getswift is a global operation that calculates its tax provision in each of the jurisdictions it conducts business. Our effective tax rate on a consolidated basis is, therefore, affected by the realization and anticipated relative profitability of our operations in those various jurisdictions, as well as different tax rates that apply and our ability to utilize tax losses and other credits.

During the twelve months ended June 30, 2018 and 2017, our income tax expense was nil as the group companies incurred a loss from continuing operations.

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Total Assets and Long Term Liabilities:

For the year ended June 30 2018 Total Assets was $97.86m an increase over 2017 of $82.007m or 519 %, The Total Assets movement was the result of cash raised from the issue of ordinary shares.

For the year ended June 30 2018 Total Long Term Liabilities was $0.009m an increase over 2017 of $0.008m or 800 %, The Total Long Term Liabilities movement was the result of an increase in the employee benefit provision.

Net Loss and Earnings per Share:

Net Loss for the fiscal year ended June 30, 2019 was $19.494 million compared to $12.123 million for the same period in 2018. On a per share basis this translated into a net loss per diluted share of 10.34 cents for the fiscal year ended June 30, 2019 compared to net loss per diluted share of 7.11 cents for the same period in 2018. The number of shares outstanding was 188,524,310 at June 30, 2019, compared to 170,424,251 at June 30, 2018.

Net cash flows (outflows) from operating activities (“CFO”):

For the twelve months of 2019, CFO was an increase in outflow of $17.651 million to $26.811 million compared to $9.160 million during the same period in 2018, representing an increase of 193%. The increase was from both normal operating expenditures and from the February 2019 acquisition and continued growth and expansion of the Groups existing operations. the February 2019.

Quarterly Results:

The company is not required to prepare quarterly financials and therefore there is no quarterly information in this MD&A. The company does prepare 6 monthly results and these are presented below.

6 month results

$'000, except for per share amounts - Cents

Revenue Total comprehensive loss for the period Net cash (Outflow) from operating activities Loss per share for the loss attributable to the ordinary equity holders of the company Basic & Diluted - Cents	6 months ending
	Dec 17 Jun 18 Dec 18 Jun 19 $'000 $'000 $'000 $'000 632 845 1,360 2,460 (5,523) (6,863) (7,044) (13,306) (2,595) (6,092) (13,687) (13,124) (3.60) (3.40) (3.39) (6.95)

The company has seen continued growth in revenue through the acquisition and on boarding of clients onto the company’s software services. In 2019 the jump is attributable to the acquisitions of DBP and SP. There have been no companywide price increases over the period. The business does not see significant seasonal fluctuations that would affect its 6 month results. The company continued to invest in its platform and also expanded into the US market which is reflected in the increase in losses and cashflow from operations for the periods shown. There maybe fluctuations in operating expenses which include changes in provisions, receipt of R&D credits and foreign exchange gains and losses. These results have been prepared under IRFS for the period.

Liquidity:

Our net cash position increased by $32.964 million to $68.809 million in the twelve months ended June 30, 2019 resulting from net cash used in operations and the business acquisition. Our net Cash position is the same as our Cash position as we do not have any debt.

Total assets decreased $19.163 million, from $97.804 million at June 30, 2018 to $78.641 million at June 30, 2019. The decrease is primarily due to net cash used in operations.

Current liabilities decreased $0.366 million, from $4.965 million at June 30, 2018 to $4.599 million at June 30, 2019. The decrease is primarily due the timing of trade payables.

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The net cash (outflows) from operating activities were $(26.811) million for the year ended June 30, 2019. The $(26.811) million used by operating activities resulted from $19.494 million in net operating loss adjusted for $2.999 million of non-cash items, $1.494 million of net finance related income and $2.824 million change in operating assets and liabilities.

The net cash flows used in investing activities in the year ended June 30, 2019 were $59.428 million. The significant change here was the conversion of a term deposits $66.116 million into cash on hand.

The net cash flows used in financing activities in the year ended June 30, 2019 was interest paid.

We believe we have sufficient cash and available credit capacity to continue to operate for the foreseeable future

Capital Resources and Commitments: -

GetSwift is debt free with cash in the bank to fund operations as at 30 June 2019.

Other commitments:

Contractual Obligations June 30 2019

Payments Due By Period

	Payments Due By Period
Office Rent Obligations	Total < 1 year 1-3 years 4-5 years > 5 years $'000 $'000 $'000 $'000 $'000 839 446 393 - -
	839 446 393 - -

Contingencies:

Class Action

The Webb Proceeding alleges that the company and its director Mr. Macdonald failed to meet their continuous disclosure obligations and engaged in misleading and deceptive conduct.

The company and Mr. Macdonald strongly dispute the allegations made in the Webb Proceeding (including as to any alleged loss) and will continue to vigorously defend the proceedings. The company has filed its defense in the Webb Proceeding and has named Squire Patton Boggs (AU) as a concurrent wrongdoer.

On February 7, 2019, the Court ordered, amongst other things:

that an opt out notice be issued to group members (being those persons who acquired shares in GetSwift Limited during the period relevant to the allegation in the Webb Proceeding of 24 February 2017 to January 2018 inclusive) by February 21 2019;
that the opt out deadline be fixed as March 28, 2019, and
that mediation commence by no later than April 18, 2019.

There are many important steps that need to occur before any liability is imposed on the company or Mr. Macdonald in relation to the allegations in the Webb Proceeding. No provision has been taken in these accounts. Legal fees will be incurred in defending the matter as it proceeds.

ASIC Proceedings

As previously advised, on February 22, 2019, the Australian Securities and Investments Commission (ASIC) commenced civil penalty proceedings in the Federal Court of Australia against the company and two of its directors: Mr. Joel Macdonald and Mr. Bane Hunter. On March 15, 2019, ASIC amended their claim to include former GetSwift Limited director and corporate counsel, Mr. Brett Eagle, as an additional defendant. The ASIC Proceeding alleges that the defendants failed to meet their continuous disclosure obligations and engaged in misleading and deceptive conduct. The claims relate to conduct alleged to have occurred between February and December 2017.

ASIC seeks pecuniary penalties against each of the defendants as well as orders against Mr. Macdonald, Mr. Hunter and Mr. Eagle disqualifying them from managing corporations for a period of time.

The trial of the ASIC Proceeding has been listed to commence on June 9, 2020. The parties are currently engaging in discovery and preparing evidence.

The company, Mr. Macdonald, Mr. Hunter and Mr. Eagle vehemently deny the allegations made by ASIC and will vigorously defend the proceedings.

On April 29, 2019, the company was served by ASIC with a notice to produce documents in relation to the vesting of management performance rights by the company during the period July 1, 2017 to December 31, 2018. The company is very confident with respect of this notice and is engaging with the regulator.

Related party transactions:

Subsidiaries

The group’s principal subsidiaries at June 30, 2019 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or registration is also their principal place of business.

Subsidiaries

	Place of
	business/	Ownership
	country of	interest held
Name of entity	incorporation	by the group
		2019	2018
		%	%
Get Swift Logistics Pty Ltd	Australia	100	100
GetSwift, Inc.	United States	100	100
GetSwift DOO	Serbia	100 -
Marketplace Connect Pty Ltd	Australia	100 -
Liquorun Pty Ltd	Australia	100	100
Distributed Logistics Pty Ltd	Australia	100	100

Key management personnel compensation

Key management personnel compensation

Key management personnel compensation
Short-term employee benefits Post-employment benefits Share-based payments	2019 2018 Period Over Period Change $ $ $ % 2,330,445 1,584,411 746,034 47% 89,901 10,342 79,559 769% - 1,438,151 (1,438,151) -100%
	3,858,497 6,422,589 (2,564,092) -40%

Detailed remuneration disclosures are provided in the remuneration report contained within the directors' report. Short-term employee benefits increase 47% or $746,034 to $2,330,445. Share based payments were not made in 2019 a decrease of $1,438,151.

Transactions with other related parties

The group acquired corporate governance consultancy services and legal services from an entity controlled by members of the group's key management personnel:

In August 2018, ECA agreed to terminate the engagement in August 2019. For the 12 month balance of the agreement, ECA received monthly payments of $17,000 plus GST (less applicable taxes and deductions, if any) and Mr. Brett Eagle continued to be made available to assist the group in accordance with the terms of the engagement.

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

Transactions with other related parties

Transactions with other related parties
	2019	2018	Period Over Period	Change
	$	$	$	%
Sales and purchases of goods and services
Purchases of various goods and services from entities
controlled by key management personnel	204,000	642,545	(438,545)	-68%

Loans to/from related parties

There were no loans to/from related parties in the year ended June 30, 2019 (2018: nil).

Foreign Currency Exposure:

The company undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations. We are primarily exposed to changes in US Dollars and Australian Dollars. The majority of the group's financial assets and financial liabilities denominated in United States dollars occur in subsidiaries with the United States dollar as the functional currency. Additionally, in accordance with IFRS requirements, certain longterm, inter-entity transactions of the company are subject to foreign exchange rate fluctuations.

Off-Balance Sheet Arrangements:

The group has not entered into off-balance sheet financing arrangements.

Proposed Transactions:

We seek potential acquisition targets on an ongoing basis and may complete several acquisitions in any given fiscal year.

Critical Accounting Estimates:

General

The areas involving significant estimates or judgements are:

Recognition of revenue – AASB 15 has been applied for the reporting period

Delivery management services - contracted customers

Delivery management services revenue is recognised either at a point in time when the service request is facilitated, or Over Time as services are provided, based upon the

applicable rates within contractual customer agreements, typically ranging from 1-2 years.

Critical judgements in allocating the transaction price

For contracted customers, management allocates the transaction price for any set up fee revenue and software customisation revenue on a straight-line basis over term of the contract.

Estimated useful life of intangible assets

Amortisation methods and useful lives

The group amortises intangible assets with a limited useful life using the straight-line method over the following periods:

Trademarks and other rights 5 years
Software 5 years
Customer lists and contracts 4 years

See note 22(m) for the other accounting policies relevant to intangible assets, and note 22(h) for the group’s policy regarding impairments.

Estimation of employee benefit obligations

Leave obligations

The leave obligations cover the group’s liabilities for long service leave and annual leave which are classified as either other long-term benefits or short-term benefits.

Estimation of fair values of intangible assets acquired in a business combination

Significant estimate: contingent consideration

Estimation of fair values of contingent purchase consideration in a business combination

Estimation of share-based payments

Fair value of options granted

Share Capital:

As at June 30, 2019 there were 188,524,310 common shares outstanding. On the basis of the group's losses, the outstanding options as at 30 June 2019 and 30 June 2018 are considered to be anti-dilutive and therefore were excluded from the diluted weighted average number of ordinary shares calculation.

Share Capital

Share Capital
	Year Ended June 30th		Period Over Period	Change
	2019	2018	$	%
	$'000	$'000
Weighted Avergae number of ordinary shares	188,524,310	170,424,251	18,100,059	11%
Options	21,537,140	24,225,000	(2,687,860)	-11%
	210,061,450	194,649,251	15,412,199	8%

On the basis of the group's losses, the outstanding options as at 30 June 2019 and 30 June 2018 are considered to be anti-dilutive and therefore were excluded from the diluted weighted average number of ordinary shares calculation.

Risks and Uncertainties:

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RSM Australia Partners

Level 21, 55 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007

T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199 www.rsm.com.au

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Financial statements - 30 June 2018

GetSwift Limited

GetSwift Limited Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2018

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	Consolidated entity
Note	2018 2017
	$'000 $'000
Revenues from continuing operations
Revenue 3	773 336
Other income 3	704 145
	1,477 481
Expenses
Cost of sales	(43) (31)
Staff expenses 4	(4,900) (955)
General and administration expenses 4(b)	(9,120) (714)
Share based payments	(4,859) (597)
Loss on disposal 4	(343) -
Finance expenses	(6) (1)
Other expenses	(31) (104)
Unrealised gain on FX translation	5,702 -
Loss before income tax	(12,123) (1,921)
Income tax expense 5	- -
Loss for the year	(12,123) (1,921)
Loss for the year is attributable to:

Owners of GetSwift Limited	(12,123) (1,921)

Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations, net of tax	(263) -

Total comprehensive income for the year is attributable to:
Owners of GetSwift Limited	(12,386) (1,921)
Losses per share from continuing operations attributable to the ordinary equity holders of the Group:


Basic loss per share 7(a)	(0.07) (0.02)
Diluted loss per share 7(a)	(0.07) (0.02)

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

GetSwift Limited

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GetSwift Limited Consolidated statement of financial position As at 30 June 2018 Consolidated entity	GetSwift Limited Consolidated statement of financial position As at 30 June 2018 Consolidated entity

	Consolidated entity
Note	2018 2017
	$'000 $'000
ASSETS
Current assets
Cash and cash equivalents 9(a)	35,845 12,684
Financial assets 9(b)	60,876 3,000
Trade and other receivables 9(c)	594 59
Other current assets 9(d)	406 36
Total current assets	97,721 15,779
Non-current assets
Plant and equipment	61 1
Intangible assets	22 17
Total non-current assets	83 18
Total assets	97,804 15,797
LIABILITIES
Current liabilities
Trade and other payables 9(e)	4,942 124
Employee benefit obligations	23 30
Total current liabilities	4,965 154
Non-current liabilities
Employee benefit obligations	9 1
Total non-current liabilities	9 1
Total liabilities	4,974 155
Net assets	92,830 15,642
EQUITY
Share capital 10(a)	103,242 16,747
Reserves	4,359 1,763
Accumulated losses 10(c)	(14,771) (2,868)
Total equity	92,830 15,642

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

GetSwift Limited

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GetSwift Limited Consolidated statement of changes in equity For the year ended 30 June 2018

		Attributable to owners of
		GetSwift Limited
		Accumulated Total
Consolidated entity Note
		Share capital Reserves losses equity
		$'000 $'000 $'000 $'000
Balance at 1 July 2016		1,062 - (946) 116
Loss for the period		- - (1,922) (1,922)
Total comprehensive loss for the period
		- - (1,922) (1,922)
Transactions with owners in
their capacity as owners:
Shares prepaid		11,047 - - 11,047
Shares issued		6,500 - - 6,500
Transactions cost		(1,862) - - (1,862)
Performance rights issued		- 597 - 597
Options issued		- 1,166 - 1,166
		15,685 1,763 - 17,448
Balance at 30 June 2017		16,747 1,763 (2,868) 15,642
Balance at 1 July 2017		16,747 1,763 (2,868) 15,642
Loss for the period		- - (12,123) (12,123)
Other comprehensive loss		- (263) - (263)
Total comprehensive loss for the period		- (263) (12,123) (12,386))
Transactions with owners in their capacity as owners:
as owners:
Shares issued		91,073 - - 91,073
Transactions cost		(6,358) - - (6,358)
Performance rights issued		- 2,316 - 2,316
Options issued		- 2,543 - 2,543
Transfer from reserves		1,780 (1,780) - -
Options expired		- (220) 220 -
		86,495 2,859 220 89,574
Balance at 30 June 2018		103,242 4,359 (14,771) 92,830

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

GetSwift Limited

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GetSwift Limited Consolidated statement of cash flows For the year ended 30 June 2018 Consolidated entity	GetSwift Limited Consolidated statement of cash flows For the year ended 30 June 2018 Consolidated entity

	Consolidated entity
Note	2018 2017
	$'000 $'000
Cash flows from operating activities
Receipts from customers (inclusive of GST)	727 291
Payments to suppliers and employees (inclusive of GST)	(9,888) (1,742)
R&D tax concession refund	- 92
Interest received	480 53
Interest and other finance costs paid	(6) (2)
Net cash (outflow) from operating activities	(8,687) (1,308)
Cash flows from investing activities
Payments for plant and equipment	(88) -
Investment in term deposits	(58,218) (3,000)
Net cash (outflow) from investing activities	(58,306) (3,000)
Cash flows from financing activities
Proceeds from issues of shares	88,973 6,500
Repayment of convertible note	- (129)
Proceeds from exercise of options	2,100 -
Transaction costs related to shares issued	(6,358) (696)
Proceeds from issue of shares received in advance	- 11,047
Net cash inflow from financing activities	84,715 16,722
Net increase in cash and cash equivalents	17,722 12,414
Cash and cash equivalents at the beginning of the financial year	12,684 270
Effects of exchange rate changes on cash and cash equivalents	5,439 -
Cash and cash equivalents at end of period 9(a)	35,845 12,684

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

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018

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1 Summary of significant accounting policies

(a) Corporate information

The financial report of GetS�ift Limited (the �Gro�p�) and its s�bsidiaries (together the �Gro�p�) for the �ear ended 30 June 2018 was authorised for issue in accordance with a resolution of the Directors on 31 August 2018. The financial report is for the Group consisting of GetSwift Limited and its subsidiaries.

GetSwift Limited is a listed public company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange. The principal activity of the Group is to develop logistics software.

(b) Basis of preparation

The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards, required for a for-profit entity.

The financial report has been prepared on an accruals basis and is based on historical costs. The financial report is presented in A�stralian dollars, �hich is the Gro�p�s f�nctional and presentation c�rrenc�. All �al�es are ro�nded to the nearest one thousand dollars (where applicable) unless otherwise stated.

Management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgements. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements made by management in the application of Australian Accounting Standards that have significant effects on the financial statements and estimates with a significant risk of material adjustments in the next year are disclosed, where applicable, in the relevant notes to the financial statements.

Accounting policies are selected and applied in a manner which shows that the resulting financial information satisfies the concepts of relevance and reliability, thereby demonstrating that the substance of the underlying transactions or other events is reported.

(c) Statement of compliance

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

(d) New and amended standards adopted by the group

There were no adoption of new standards that had a material impact on the Group

(e) New standards and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2018 reporting periods and ha�e not been earl� adopted b� the Gro�p. The Gro�p�s assessment of the impact of these new standards and interpretations is set out below.

There are no other standards that are not yet effective and that would be expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

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1 Summary of significant accounting policies (continued)

(e) New standards and interpretations not yet adopted (continued)

			Mandatory
Title of standard	Nature of change	Impact	application date
	AASB 9 introduces new
	requirements for the classification
	and measurement of financial
	assets and liabilities and includes a
	forward-looking �e�pected loss�
	impairment model and a
	substantially-changed approach to
	hedge accounting. These	Although the Group anticipates
	requirements improve and simplify	that the adoption of AASB 9 will
	the approach for classification and	impact the Group's financial
	measurement of financial assets	statements, the Group has	Accounting periods
AASB 9 Financial	compared with the requirements of	determined that the impact to	beginning on or after
Instruments	AASB 139.	the accounts will be immaterial.	1 January 2018
	AASB 15 � replaces AASB 118
	Revenue, AASB 111 Construction
	Contracts and some revenue-
	related Interpretations� establishes
	a ne� re�en�e recognition model �
	changes the basis for deciding
	whether revenue is to be	The Group has performed a
	recognised over time or at a point	preliminary assessment of the
	in time� pro�ides ne� and more	impact of AASB 15 on the
	detailed guidance on specific	recognition of revenue and
	topics (e.g. multiple element	concluded that there will be no
	arrangements, variable pricing,	material difference to how
AASB 15 Revenue	rights of return, warranties and	revenue has been recognised	Accounting periods
from Contracts with	licensing) � e�pands and impro�es	under the prevailing accounting	beginning on or after
Customers	disclosures about revenue.	standard.	1 January 2018
	AASB 16 � replaces AASB 117
	Leases and some lease-related
	Interpretations� req�ires all leases
	to be acco�nted for �on-balance
	sheet� b� lessees, other than short-
	term and lo� �al�e asset leases�	The Group has considered the
	provides new guidance on the	recognition and measurement
	application of the definition of lease	requirements of AASB16 in
	and on sale and lease back	conjunction with the existing
	acco�nting� largel� retains the	operating lease agreement
	existing lessor accounting	between the Group and its
	req�irements in AASB 117�	suppliers. Based on this
	requires new and different	assessment management have	Accounting periods
	disclosures about leases	concluded that there will be no	beginning on or after
AASB 16 Leases	Interpretations.	material impact to the accounts.	1 January 2019

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

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1 Summary of significant accounting policies (continued)

(f) Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of GetSwift Limited and the results of all subsidiaries for the year ended 30 June 2018.

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

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

(g) Segment reporting

The Gro�p �ses the �management approach� to the identification, meas�rement and disclos�re of operating segments. The �management approach� req�ires that operating segments be identified on the basis of internal reports that are reg�larl� re�ie�ed b� the entit��s chief operating decision maker (comprising the Board of Directors), for the purpose of allocating resources and assessing performance.

(h) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Australian dollars ($), which is GetSwift Limited's functional and presentation currency.

(ii) Transactions and balances

Transactions in foreign currencies are converted to the functional currency at the exchange rate at the date of the transaction. Amount payable to and by the Group outstanding at reporting date and denominated in foreign currencies have been converted to local currency using rates prevailing at the end of the financial year. All exchange differences are taken to profit and loss.

(iii) Group companies

The results of foreign subsidiaries and the parent entity are translated to US Dollars at the exchange rate at the date of the transaction. Assets and liabilities of foreign subsidiaries and the Australian parent are translated to US Dollars at exchange rates prevailing at balance date. All resulting exchange differences are recognised in other comprehensive income and in the foreign currency translation reserve in equity.

(iv) Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences on translation of foreign controlled subsidiaries. Amounts are reclassified to profit or loss when the investment is disposed of.

(i) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised.

(i) Revenue from the provision of services

The revenue from the provision of services is recognised using the following two methods:

for contracted customers, the revenue is recognised on a monthly basis, when the group is able to reliably estimate the underlying value of service provided for the period. This is determined based on the number of task deliveries and SMS values tracked for each customer. The applicable rates are determined based on contractual agreements held with customers.
for pay as you go customers, the revenue is recognised at the point when the cash payment is received from the customer.

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018

(continued)

(ii) Interest income

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Interest income is recognised as interest accrues using the effective interest method.

(iii) Research and development tax incentive

Research and Development Tax Incentive - is recognised when it has been established that the conditions of the tax incentive have been met and that the expected amount of tax incentive can be reliably measured.

(i) Research and development costs

Research costs are expensed as incurred.

An intangible asset arising from development expenditure on an internal project is recognised only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset. The Group should also be able to demonstrate how the asset will generate future economic benefits, the availability of resources to complete the development and the ability to measure reliably the expenditure attributable to the intangible asset during its development.

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

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1 Summary of significant accounting policies (continued)

(j) Income tax

Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting loss nor taxable profit or loss.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised except where the deferred income tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of transaction, affects neither the accounting loss nor taxable profit or loss.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.

(k) Earnings per share

Basic earnings per share is calculated as net loss attributable to members, adjusted to exclude costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted earnings per share is calculated as net loss attributable to members, adjusted for:

costs of servicing equity (other than dividends);
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

(l) Cash and cash equivalents

Cash and short-term deposits in the consolidated statement of financial position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.

For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above.

(m) Trade and other receivables

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less an allowance for impairment, once they become over due by more than 60 days. A separate account records the impairment.

An allowance for a doubtful debt is made when there is objective evidence that the Group will not be able to collect the debts. The criteria used to determine that there is objective evidence that an impairment loss has occurred include whether the financial asset is past due and whether there is any other information regarding increased credit risk associated with the financial asset. Bad debts which are known to be uncollectible are written off when identified.

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

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1 Summary of significant accounting policies (continued)

(n) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except:

where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
receivables and payables are stated with the amount of GST included.

Cash flows arising from operating activities are included in the Statement of cash flows on a gross basis (i.e. including GST) and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. The net amount of GST recoverable from or payable to, the taxation authority is included as part of the receivables or payables in the consolidated statement of financial position.

(o) Financial instruments

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

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

Current and non-current classification

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

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

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

Deferred tax assets and liabilities are always classified as non-current.

(p) Held to maturity investments

Held to maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group's management has the positive intention and ability to hold to maturity. If the Group were to sell other than an insignificant amount of held to maturity financial assets, the whole category would be tainted and reclassified as available-for-sale. Held to maturity financial assets are included in non-current assets, except for those maturities less than 12 months from the end of the year, which are classified as current assets.

(q) Intellectual property costs

Amounts incurred for rights to or for acquisition of intellectual property are expensed in the year in which they are incurred to the extent that such intellectual property is used for research and development activities.

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

1 Summary of significant accounting policies (continued)

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(r) Impairment of assets

The carrying values of non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets that suffer impairment are tested for possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed.

Impairment exists when the carrying value of an asset exceeds its estimated recoverable amount. The asset is then written down to its recoverable amount.

(s) Trade and other payables

Trade and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services.

(t) Employee benefits

(i) Short term employee benefits

Provision is made for the Group's obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service, including wages, salaries and sick leave. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.

The Group's obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as a part of current trade and other payables in the statement of financial position. The Group's obligations for emplo�ees� ann�al lea�e entitlements are recognised as pro�isions in the Balance sheet.

(ii) Long service leave

The liability for long service leave is recognised for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures, and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currencies that match, as closely as possible, to the estimated future cash outflows.

(iii) Share-based payments

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

Equity-settled transactions are awards of shares, or options over shares that are provided to employees in exchange for the rendering of services.

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

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

(iv) Superannuation contribution

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

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

1 Summary of significant accounting policies (continued)

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(u) Contributed equity

Ordinary shares are classified as equity. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction (net of tax) of the share proceeds received.

(v) Leases

The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight-line basis.

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset.

A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to the ownership of leased assets, and operating leases, under which the lessor effectively retains substantially all such risks and benefits.

Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets, or if lower, the present value of minimum lease payments. Lease payments are allocated between the principal component of the lease liability and the finance costs, so as to achieve a constant rate of interest on the remaining balance of the liability.

(w) Parent entity financial information

The financial information for the parent entity, GetSwift Limited, disclosed in note 14, has been prepared on the same basis as the consolidated statement.

(x) Significant accounting estimates and assumptions

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

(i) Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Binomial model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

(ii) Recognition of deferred tax assets

The extent to which deferred tax assets can be recognised is based on an assessment of the probability of the Gro�p�s f�t�re ta�abl e income against which the deferred tax assets can be utilised.

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

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2 Segment information

Due to the current size of the operations the Group does not differentiate its revenue and expenses by the geographical locations and all internal management reporting is prepared on a consolidated basis. The Board of Directors (Chief Operating Decision Makers) evaluates the results on a Group wide basis as it is not practical to determine financial results on a location basis at this point.

3 Revenue

3 Revenue
	Consolidated entity
	2018 2017

	$'000 $'000
Operating revenue
Trading revenue	766 320
Other revenue	7 16
	773 336
Other income
Interest received	628 53
Research and development tax concession	- 92
Dividend received	76 -
	704 145

4 Expenses

(a) Staff expenses

(a) Staff expenses

	Consolidated entity
	2018 2017
	$'000 $'000
Wages and salaries	(4,701) (798)
Other	(199) (157)
	(4,900) (955)

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

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4 Expenses (continued)

(b) General and administration expenses

(b) General and administration expenses
	Consolidated entity
	2018 2017

	$'000 $'000
Administrative expenses
Travel	(606) (177)
Permits and licences	(11) (19)
Depreciation	(29) -
Rent	(333) (17)
Insurance	(260) (9)
Other	(355) (31)
	(1,594) (253)
Consultancy expenses
Professional fees	(1,459) (292)
Legal	(3,260) (17)
	(4,719) (309)
Other expenses
Advertising	(160) (85)
Website	(254) (35)
Marketing	(193) (16)
Entertainment	(33) (15)
Technology contractors	(2,167) -
	(2,807) (151)
	(9,120) (713)
(c) Loss on disposal

Other	(1) -
Loss on disposal of investments	(342) -
	(343) -

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018

(continued)

5 Income tax expense

Numerical reconciliation of income tax expense to prima facie tax payable

	Consolidated entity
	2018 2017

	$'000 $'000
Loss from continuing operations before income tax expense	(12,123) (1,922)
Tax at the Australian tax rate of 27.5% (2017 - 30.0%)	(3,334) (576)
Tax effect of amounts which are not deductible (taxable)

in calculating taxable income:
Research and development tax concession	- 56
Non-deductible legal fees	896 -
Share based payment	1,336 179
Non-allowable expenses	- 63
Benefit of tax losses not brought to account	1,102 278
Income tax expense	- -

(a) Tax losses

	Consolidated entity
	2018 2017

	$'000 $'000
Unused tax losses for which no deferred tax asset has been recognised	2,621 1,520
	2,621 1,520

(b) Deferred income tax benefit

Deferred tax assets arising from tax losses are, to the extent noted above, not recognised at reporting date as realisation of the benefit is not regarded as probable. This deferred income tax benefit will only be obtained if:

future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised;
the conditions for deductibility imposed by tax legislation is complied with, including Continuity of Ownership and/or Same Business Tests; and
no changes in tax legislation adversely affect the Group in realising the benefit.

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018

(continued)

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6 Remuneration of auditors

During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms:

RSM Australia Partners

RSM Australia Partners

	Consolidated entity
	2018 2017

	$ $
Audit and other assurance services
Audit and review of financial statements	67,000 30,000
Total remuneration for audit and other assurance services	67,000 30,000

7 Loss per share

Both the basic and diluted loss per share have been calculated using the loss attributable to shareholders of GetSwift Limited as the numerator, i.e. no adjustments to loss were necessary during the year ended 30 June 2018 and 2017.

(a) Loss per share

	Consolidated entity
	2018	2017
Basic losses per share	0.07	0.02
Diluted losses per share	0.07	0.02

(b) Reconciliation of loss used in calculating loss per share

	Consolidated entity
	2018 2017

	$'000 $'000
Net loss used in the calculation of basic and diluted loss per share	(12,123) (1,922)

The Group is currently in a loss-making position and thus the impact of any potential shares is concluded as antidilutive.

(c) Weighted average number of shares used as the denominator

(c) Weighted average number of shares used as the denominator

	Consolidated entity
	2018 2017
	Number Number
Weighted average number of ordinary shares used as the denominator in
calculating basic earnings per share	170,424,251 109,574,428
There have been no other conversions to, call of, or subscriptions for ordinary shares, or issues of potential ordinary shares since the reporting date and before the completion of this financial report.

8 Dividends

No dividends were paid and no dividends are expected to be paid during the year ended in 30 June 2018 (2017: Nil).

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018

(continued)

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9 Financial assets and financial liabilities

(a) Cash and cash equivalents

(a) Cash and cash equivalents
	Consolidated entity
	2018 2017

	$�000 $�000
Current assets
Bank balances	35,845 12,650
Other cash and cash equivalents	- 33
	35,845 12,683

(i) Reconciliation to cash flow statement

The above figures reconcile to the amount of cash shown in the statement of cash flows at the end of the financial year as follows:


	Consolidated entity
	2018 2017

	$�000 $�000
Balances as above	35,845 12,683
Balances per consolidated statement of cash flows	35,845 12,683

(ii) Classification as cash equivalents

Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acq�isition and are repa�able �ith 24 ho�rs� notice �ith no loss of interest. See note 1(l) for the gro�p�s other accounting policies on cash and cash equivalents.

(b) Financial assets

(b) Financial assets

	Consolidated entity
	2018 2017

	$�000 $�000
Term Deposit	60,876 3,000

Financial assets for the year ended 30 June 2018 consist of term deposit in First Republic Bank of US$45,075,736 with interest rate of 1.98% and maturity date on 24 June 2019.

(c) Trade and other receivables

(c) Trade and other receivables
	Consolidated entity
	2018 2017

	$�000 $�000
Current assets
Trade receivables	103 29
Other receivables	491 29
	594 58

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

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9 Financial assets and financial liabilities (continued)

(d) Other current assets

(d) Other current assets
	Consolidated entity
	2018 2017

	$�000 $�000
Current assets
Prepayments	406 36

(e) Trade and other payables

	Consolidated entity
	2018 2017

	$'000 $'000
Current liabilities
Trade payables	(2,949) -
Accrued expenses	(1,332) -
Payroll tax and other statutory liabilities	(140) (81)
Accrued bonus	(390) -
Other payables	(131) (43)
	(4,942) (124)

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

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10 Equity	10 Equity

(a) Share capital
30 June 2018 Shares 30 June 2018 $�000 30 June 2017 Shares 30 June 2017 $�000
Ordinary shares
Ordinary shares - fully paid 188,524,309 103,242 125,396,346 5,700
Movements in ordinary shares:	Number of shares
	'000 $'000
Opening balance 1 July 2016	87,896 1,062
Shares issued	37,500 6,500
Transaction costs relating to share issues	- (1,862)
Balance 30 June 2017	125,396 5,700
Notes
Opening balance 1 July 2017	125,396 5,700
Shares issued to institutional and professional investors 10(a)(i)	13,809 11,047
Shares issued to institutional and professional investors 10(a)(i)	16,282 13,025
Conversion of performance rights 10(a)(ii)	10,976 -
Transfer of reserve from conversion of performance rights 10(a)(ii)	- 1,378
Private placement at $4.00 per share	18,987 75,948
Exercise of options	3,075 2,100
Transfer of reserve from exercise of options	- 402
Transaction costs relating to share issues	- (6,358)
Closing balance 30 June 2018	188,525 103,242

(i) Shares issued to institutional and professional investors

On 4 July 2017 the Company issued 13,808,932 ordinary shares at an issue price of $0.80 per share for a total consideration of $11,047,146 to institutional and professional investors under the institutional placement announced on 23 June 2017. The shares had been fully paid as at 30 June 2017.

On 15 August 2017 the Company issued 16,281,608 at $0.80 per share for a total consideration of $13,025,286 (Tranche 2).

(ii) Conversion of performance rights

On 30 October 2017 the Company converted 10,975,612 of performance rights Class A and B due to the milestones being achieved during the year.

The follo�ing table sho�s a breakdo�n of the balance sheet line item �other reser�es� and the mo�ements in these reserves during the year. A description of the nature and purpose of each reserve is provided below the table.

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

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10 Equity (continued) (b) Reserves Movements in other reserve:

Movements in other reserve:
	Number of shares

	'000 $'000
Issued unlisted options	12,500 1,166
Performance rights issued	32,927 597
Balance 30 June 2017	45,427 1,763
Notes
Opening balance	45,427 1,763
Options granted to the Directors 10(b)(i)	8,000 2,506
Issued unlisted options 10(b)(i)	8,250 -
Exercise of options	(3,075) (401)
Options cancelled 10(b)(iii)	(861) -
Options expired	- (220)
Options issued under ESOP(*) 10(b)(iv)	1,475 37
Exercise of performance rights 10(b)(ii)	(10,976) (1,378)
Amortisation charge of performance rights Class C to F 10(b)(v)	- 2,287
Performance rights cancelled 10(b)(iii)	(1,098) (38)
Performance rights issued under ESOP 10(b)(v)	310 66
Unallocated performance rights	513 -
Foreign currency translation reserve	(263)
Balance 30 June 2018	47,965 4,359

(*) Employee and Executive Share Ownership Plan

(i) Options issue

On 1 July 2017, the Company granted 8,000,000 options to the directors as at that date. These unlisted options were divided into three tranches (T1, T2 and T3) and will expire on 14 August 2021 to be vested continuously over a 3 year period.

This value was calculated by using Binomial model applying the following inputs:

This value was calculated by using Binomial model applying the following inputs:	This value was calculated by using Binomial model applying the following inputs:	This value was calculated by using Binomial model applying the following inputs:
Number of Risk-free
Grant date Exercise options Expected share Years to Dividend interest Fair value at
*() price granted price volatility expiry yield rate grant date ()*
$ $

01/07/17 0.80 2,666,669 80% 4 Nil 2.06% 1,344,001
01/07/17 1.00 2,666,666 80% 4 Nil 2.06% 1,246,000
01/07/17 1.20 2,666,665 80% 4 Nil 2.06% 1,164,333
	8,000,000 ()**	3,754,334

(*) Valued as at 1 July 2017.

(**) There are 7,000,000 options on issue as at balance date. 1,000,000 unlisted options, 861,112 unlisted options were cancelled and 74,884 were exercised during the period. Refer to Note 11(b)(iii) for further details.

On 8 September 2017, the Company issued 3,250,000 unlisted options as part of the placement. These options are unlisted and expire on 15 May 2019. The options have an exercise price of $1.27.

On 28 December 2017, the Company issued 5,000,000 unlisted options as part of the placement. These options are unlisted and expire on 18 December 2020. The options have an exercise price of $7.00.

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

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10 Equity (continued)

(b) Reserves (continued)

Movements in other reserves: (continued)

(ii) Exercise of performance rights

On 30 October 2017, 10,975,612 performance rights were converted into shares as a result of the achievement of performance rights Class A and B during the period.

(iii) Cancellation of options and performance rights

On 20 November 2017 Jamila Gordon resigned from her position as a Non-Executive Director. The cancellation of options and performance rights was related to Jamila Gordon's portion which was lapsed upon resignation.

(iv) Options issued

A total of 1,475,000 �nlisted options �ere granted to emplo�ees as part of the Gro�p�s ESOP from 28 Febr�ar� 2018 to 11 April 2018. The total fair value of these options is $412,541. Total expenses recognised in 2018 is $36,908.

The value was calculated using the Binomial Option Pricing model applying the following inputs:

			Adjusted		Share Price			Fair Value
Option		Expiry Time	Expiry Time	Strike Price	at grant date	Number	Total Value	per option
Class	Grant Date	(Years)	(Years)	($)	($)	Issued	($)	($)
1	11-Apr-18	10	8.36	0.8	0.510	1,000	258	0.258
2	11-Apr-18	10	8.36	1.0	0.510	1,000	247	0.247
3	11-Apr-18	10	8.36	1.2	0.510	1,000	239	0.239
4	10-Apr-18	10	8.36	1.2	0.475	5,000	1,087	0.2174
5	10-Apr-18	10	8.36	1.0	0.475	5,000	1,124	0.2248
6	10-Apr-18	10	8.36	0.8	0.475	5,000	1,179	0.2358
7	2-Apr-18	15	11.15	0.8	0.515	50,000	13,260	0.2652
8	2-Apr-18	15	11.15	1.0	0.515	50,000	12,781	0.2556
9	2-Apr-18	15	11.15	1.2	0.515	50,000	12,412	0.2482
10	2-Apr-18	5	4.8	1.2	0.515	100,000	20,944	0.2094
11	2-Apr-18	5	4.8	1.0	0.515	100,000	22,205	0.2220
12	2-Apr-18	5	4.8	0.8	0.515	100,000	23,684	0.2368
13	28-Feb-18	5	4.8	0.8	0.605	70,000	20,056	0.2865
14	28-Feb-18	5	4.8	1.0	0.605	70,000	18,751	0.2678
15	28-Feb-18	5	4.8	1.2	0.605	60,000	15,170	0.2528
16	28-Feb-18	15	11.15	1.2	0.605	245,665	73,414	0.2988
17	28-Feb-18	15	11.15	1.0	0.605	245,665	75,538	0.3074
18	28-Feb-18	15	11.15	0.8	0.605	315,670	100,193	0.3173
	Total					1,475,000	412,541

(*)The expected volatility for all options is 90.06%. The risk-free interest rates are 2.86% for options issued in February 2018 and

2.74% for Options issued in April 2018.The weighted average price of shares during the year was $1.605.

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

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10 Equity (continued)

(b) Reserves (continued)

(v) Performance rights issued

As part of the successful completion of the ASX listing, on 9 of December 2016, the Group issued 32,926,828 performance rights over the ordinary shares to executives of the Group and another 309,930 performance rights were allocated during FY2018. Each of the performance rights entitles the holder to be issued one fully paid ordinary share of the Group for no cash consideration upon vesting. The performance rights will convert into ordinary shares upon achievement of six performance milestones and will expire if the milestones are not achieved within 48 months of the ASX listing.

Class of
performance rights	Performance condition	Expiry date
	Performance rights to vest upon achievement of 250,000 deliveries in a
Class A	calendar month	48 months
	Performance rights to vest upon achievement of 375,000 deliveries in a
Class B	calendar month	48 months
	Performance rights to vest upon achievement of 750,000 deliveries in a
Class C	calendar month	48 months
	Performance rights to vest upon achievement of GetSwift revenue of
	either $5 million in a full financial year, or $1.25 million in any 3-month
Class D	period ending on 31 March, 30 June, 31 October or 31 December	48 months
	Performance rights to vest upon achievement of GetSwift revenue of
	either $10 million in a full financial year, or $2.5 million in any 3-month
Class E	period ending on 31 March, 30 June, 31 October or 31 December	48 months
	Performance rights to vest upon of GetSwift revenue of either $15
	million in a full financial year, or $3.75 million in any 3-month period
Class F	ending on 31 March, 30 June, 31 October or 31 December	48 months

The total expense recognised from the amortization of prior period granting of performance rights is $2,287,216.

During the current period, the Group granted an additional 100,000 Performance Rights on 28 February 2018 and 209,930 Performance Rights on 2 April 2018 to employees with a total assessed fair value of $161,614.

The fair value of Performance Rights is share price at grant date, as follows:

The calculation of the value of the Performance Rights issued 28 February 2018 is $60,500 (100,000 rights at share price of $0.605).

The calculation of the value of the Performance Rights issued 2 April 2018 is $101,114 (209,930 rights at share price of $0.515).

(c) Retained earnings

Movements in retained earnings were as follows:


	Consolidated entity
	2018 2017

	$'000 $'000

Balance 1 July	(2,868) (946)
Net loss for the period	(12,123) (1,922)
Transfer from reserves�options expired	220 -
Balance 30 June	(14,771) (2,868)

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

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11 Related party transactions

(a) Key management personnel compensation

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

is set out below:

	Consolidated entity
	2018 2017

	$ $
Short-term employee benefits	1,584,411 615,025
Post-employment benefits	10,342 7,980
Long-term benefits	- 94
Share-based payments	4,827,836 597,378
	6,422,589 1,220,477

In addition to the key management personnel compensation there were no transactions with related parties in the current or prior financial year and there were no balances either receivable or payable as at 30 June 2018, except as follows:

Eagle Corporate Advisers Pty Limited ACN 137 963 118 ( ECA ), an incorporated legal practice owned by director Mr Brett Eagle and of which he is the legal director, is engaged by the Company to provide legal and advisory services to the Company, which could include providing personnel to take on executive functions and holding - positions �ithin the Compan��s b�siness incl�ding as a director, other corporate officer or e�ec�ti�e or non executive positions. In the current financial year, ECA provided Brett Eagle to take the title of General Counsel & Corporate Affairs and was paid $154,040.

In August 2018, ECA agreed with the Company that the engagement will terminate in August 2019 and, for the 12 month balance of the agreement, ECA will receive monthly payments of $17,000 plus GST (less applicable taxes and deductions, if any) and Brett Eagle will continue to be made available to assist the Company in accordance with the terms of the engagement.

Nexus Lawyers Pty Limited also made Brett Eagle available to the Company to provide legal services, with fees of $15,000 plus GST in the current financial year.

Chairman Mr Michael Fricklas provided consulting services to the Company on governance related and various organisational matters prior to his appointment to the Board and received consulting fees from the Company of AU$328,825 during the current financial year. These services ceased on Michael Fricklas � appointment to the Board.

Director Mr David Ryan acted as a consultant to the Company prior to his appointment to the Board, providing governance related services through Ryvan Pty Limited (an entity owned by David Ryan �s spo�se and of which David Ryan is a director). Ryvan Pty Limited received consulting fees from the Company of AU$144,680 (including GST) during the current financial year. These services ceased on David Ryan �s appointment to the Board.

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

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12 Contingent liabilities and contingent assets

(a) Contingent liabilities

Class Action

On 20 February 2018, Squire Patton Boggs commenced an open class representative proceeding in the Federal Court of Australia against GetSwift ( Perera Proceeding ). The statement of claim included allegations of misleading or deceptive conduct and breach of continuous disclosure obligations. The proceeding was brought on behalf of persons who acquired GetSwift shares between 26 February 2017 and 19 January 2018.

Subsequently, two more open class actions were commenced against GetSwift by Corrs Chambers Westgarth ( McTaggart Proceeding ) and Phi Finney McDonald ( Webb Proceeding ) on 26 March and 13 April 2018 respectively. The court documents for each proceeding made similar allegations and covered broadly the same period of time as the Perera Proceeding.

Following hearings to consider which of the competing class actions filed against the company should proceed, the Federal Court on 23 May 2018 delivered judgment whereby the Perera and McTaggart Proceedings were permanently stayed, in favour of the Webb Proceeding going forward. That decision is presently the subject of an appeal to the Full Court of the Federal Court, with judgment reserved following hearings held on 6 and 7 August 2018.

GetSwift strongly disputes the allegations made in each of the proceedings (including as to any alleged loss) and will continue to vigorously defend whichever proceeding is allowed to progress. Subject to the decision of the Full Federal Court, the Webb Proceeding continues. GetSwift has filed its defence and named Squire Patton Boggs as a concurrent wrongdoer. There are many steps that need to occur before any liability could be imposed on the Company.

Further, the statement of claim filed in the Webb Proceeding does not quantify the alleged loss suffered. It is too early in the process to assess reliably whether, if any liability is established, what the likely quantum of any such damages may be. However, the Company notes that the lawyers for the Perera Proceeding and the lawyers for the McTaggart Proceeding have recently stated in open court that the alleged total quantum of their claims was approximately $75 million, a reduction of 75% on the previously reported claim size.

No provision has been taken in these accounts. Legal fees will be incurred in defending the matter as it proceeds.

ASIC investigation

GetSwift has continued to engage with the previously advised ASIC investigation and respond to requests made by ASIC. It is currently not possible to predict the ultimate outcome of this investigation. Legal fees will be incurred in relation to this investigation.

13 Cash flow information

(a) Reconciliation of loss after income tax to net cash inflow from operating activities

	Consolidated	entity
	2018	2017
	$'000	$'000
Loss for the period	(12,123)	(1,922)
Adjustment for
Depreciation and amortisation	29	-
Share-based payment expense	4,859	597
Loss on disposal of investment	343	-
Unrealised gain	(5,702)	-

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

13 Cash flow information (continued)

(a) Reconciliation of loss after income tax to net cash inflow from operating activities (continued)

	Consolidated entity
	2018 2017

	$'000 $'000
Change in operating assets and liabilities:
(Increase)/decrease in trade and other receivables	(536) (46)
(Increase) in prepayments	(370) (35)
Increase/(decrease) in trade and other payables	4,811 65
Increase in other provisions	2 31
Net cash (outflow) from operating activities	(8,687) (1,310)

14 Parent entity financial information

(a) Summary financial information

	2018 2017

	$'000 $'000
Balance sheet

Assets
Current assets	1,104 32
Non-current assets	97,773 17,700
Total assets	98,877 17,732

Liabilities

Current liabilities	1,115 17
Total liabilities	1,115 17

Net assets	97,762 17,715

Shareholders' equity

Issued capital	103,241 16,746
Reserves
Share-based payments	3,087 1,166
Performance rights	1,534 597
Retained earnings	(10,100) (794)
	97,762 17,715
Loss for the period	(9,525)) (794)
Total comprehensive loss	(9,525) (794)
Contingent liabilities The parent entity had no contingent liabilities as at 30 June 2018 and 30 June 2017 other than as set out in Note 12.

Capital commitments The parent entity had no capital commitments as at 30 June 2018 and 30 June 2017.

Significant accounting policies The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1, except for the following: - Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

15 Subsidiaries

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15 Subsidiaries
	Place of
	business/
	country of	Ownership interest held
Name of entity	incorporation	by the	group
		2018	2017
		%	%
Get Swift Logistics Pty Ltd	Australia	100	100
Get Swift, Inc.	USA	100	100
Liquorun Pty Ltd	Australia	100	100
Distributed Logistics Pty Ltd	Australia	100	100

16 Financial risk management

The Gro�p�s principal financial instr�ment is cash and cash eq�i�alents and financial assets - term deposits.

The main p�rpose of these financial instr�ments is to finance the Gro�p�s operations. The Gro�p has �ario�s other financial assets and liabilities such as receivables and trade payables, which arise directly from its operations. It is, and has been throughout the entire period, the Group's policy that no trading in financial instruments shall be undertaken. The main risk arising from the Group's financial instruments is liquidity risk. Other minor risks are summarised below. The Board reviews and agrees policies for managing each of these risks.

(a) Liquidity risk

Liquidity risk is the risk that the Group might be unable to meet its obligations. The Group does not forecast any liquidity risk due to the cash reserves and monitoring of the weekly, monthly, and quarterly expenses and cash flow. The data used for analysing these cash flows is consistent with that used in the contractual maturity analysis below. Liquidity needs are monitored in various time bands. Long-term liquidity needs for a 180-day and a 360-day lookout period are identified monthly.

The Group's non-derivative financial liabilities have contractual maturities as summarised below:

Maturities of financial liabilities

Maturities of financial liabilities
	Greater Total contractual
Contractual maturities of financial liabilities
	Less than than 6 cash
	6 months months flows
At 30 June 2018	$'000 $'000 $'000

Trade receivables	103 - 103
Other receivables	410 82 492
	513 82 595

At 30 June 2017

Trade receivables	28 1 29
Other receivables	30 - 30
	58 1 59

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

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16 Financial risk management (continued)

(b) Interest rate risk

The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's cash deposits with floating interest rates which expose the Group to interest rate risk. All other financial assets and liabilities in the form of receivables and payables are non-interest bearing. The Group does not engage in any hedging or derivative transactions to manage interest rate risk.

In regard to its interest rate risk, the Group continuously analyses its exposure. Within this analysis consideration is given to potential renewals of existing positions, alternative investments and the mix of fixed and variable interest rates.

The following tables set out the Group's financial instruments and its exposure to the type of interest rate risk and the effective weighted average interest rate for each class of these financial instruments. Also included is the effect on profit and equity after tax if interest rates at that date had been 10% higher or lower with all other variables held constant as a sensitivity analysis.

	Effect on loss

	Fixed interest Floating 10% of -10% of
At 30 June 2018
	rates interest rates current rate current rate
	$'000 $'000 $'000 $'000
Cash and cash equivalents	- 35,845 7 (7)
Term deposits	60,876 - 121 (121)
Total	60,876 35,845 128 (128)
	Effect on profit

	Fixed interest Floating 10% of -10% of
At 30 June 2017
	rates interest rates current rate current rate
	$'000 $'000 $'000 $'000
Cash and cash equivalents	- 12,684 10 (10)
Term deposits	3,000 - 8 (8)
Total	3,000 12,684 18 (18)

A sensitivity of 10% of current prevailing interest rates has been selected as this is considered conservative and reasonable given the current level of both short term and long term Australian interest rates. A 10% sensitivity would move short term rates from 1.98% to approximately 2.18% representing a 20 basis points shift. This would represent an interest rate increase, which are reasonably possible in the current environment.

Based on the sensitivity analysis only interest revenue from variable rate deposits and cash balances is impacted resulting in a decrease or increase in overall income.

(c) Foreign currency risk

The Group is exposed to foreign currency risk via the trade and other receivables and trade and other payables that it holds. Foreign currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Group aims to take a conservative position in relation to foreign currency risk hedging when budgeting for overseas expenditure however; the Group does not have a policy to hedge overseas payments or receivables as they are highly variable in amount and timing, due to the reliance on activities carried out by overseas entity and its billing cycle.

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

16 Financial risk management (continued)

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(c) Foreign currency risk (continued)

The following financial assets and liabilities are subject to foreign currency risk:

	2018	2017
	$'000	$'000
Cash and cash equivalents (AUD/USD)	15,480	882
Financial assets - term deposit (AUD/USD)	60,876	-
Trade and other receivables (AUD/USD)	101	1
Trade and other payables (AUD/USD)	(2,884)	(25)

The Group is exposed to fluctuations in United States dollars. Analysis is conducted on a currency by currency basis using sensitivity variables.

The Group has conducted a sensitivity analysis of the Group's exposure to foreign currency risk. The sensitivity analysis variable is based on the expected overall volatility of the significant currencies, which is based on management�s assessment of reasonable possible fl�ct�ations taking into consideration mo�ements over the past five years at year-end spot rates. The analysis shows that if the Group's exposure to foreign currency risk was to fluctuate as disclosed below and all other variables had remained constant, then the foreign currency sensitivity impact on the Group's loss after tax and equity would be as follows:

impact on the Group's loss after tax and equity would be as follows:
	(Higher)/Lower (Higher)/Lower

	2018 2017
	$'000 '$000
Cash and cash equivalents
AUD/USD: 2018: +6% (2017: +6%)	929 53
AUD/USD: 2018: -6% (2017: -6%)	(929) (53)
Financial assets - term deposit
AUD/USD: 2018: +6% (2017: +6%)	3,653 -
AUD/USD: 2018: -6% (2017: -6%)	(3,653) -
Trade and other receivables
AUD/USD: 2018: +6% (2017: +6%)	6 -
AUD/USD: 2018: -6% (2017: -6%)	(6) -
Trade and other payables
AUD/USD: 2018: +6% (2017: +6%)	(173) 2
AUD/USD: 2018: -6% (2017: -6%)	173 (2)

(d) Credit risk

Credit risk arises from cash and cash equivalents and outstanding trade and other receivables. The cash balances are held in financial institutions with high ratings. The Group has assessed that there is minimal risk that the cash and trade and other receivables balances are impaired.

and trade and other receivables balances are impaired.
	Greater Total contractual
Contractual maturities of financial liabilities
	Less than than 6 cash
	6 months months flows
At 30 June 2018	$'000 $'000 $'000

Trade payables	2,922 27 2,949
Other payables	1,992 - 1,992
	4,914 27 4,941

GetSwift Limited

GetSwift Limited Note to the consolidated financial statements 30 June 2018 (continued)

16 Financial risk management (continued)

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(d) Credit risk (continued)

At 30 June 2017

Trade payables	29 - 29
Other payables	95 - 95
	124 - 124

17 Capital management

The Group's objectives when managing capital are to maintain that the Group has sufficient funds to continue its operations on a going concern basis. This is achieved by maintaining that the Board is focused on cash flow management through periodic Board reporting. The Board reviews financial accounts on a monthly basis and reviews actual expenditure against budget on a monthly basis.

The Group could raise additional capital if necessary by issuing new shares to fund the development of its key products. Total capital is shown as equity in the Statement of Financial Position. No debt funding is expected in the next 12 months there are no external restrictive agreements on the Group for the use of its capital.

Management also maintains a capital structure that provides the lowest cost of capital available to the entity.

The Group does not have a defined share buy-back plan.

No dividends were paid in 2018 (2017: nil).

There is no current intention to incur debt funding on behalf of the Group as on-going development expenditure is expected to be funded via equity. The Group is not subject to any externally imposed capital requirements.

18 Events occurring after the reporting period

No other matter or circumstance has arisen since 30 June 2018 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

GetSwift Limited

GetSwift Limited Di�ec�� Decla�a�i�� 30 June 2018

In the opinion of the Directors of GetSwift Limited ( Company ):

(a) the financial statements and notes set out on pages 28 to 56 are in accordance with the Corporations Act 2001 , including:

(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and

(ii) giving a true and fair view of the Compan��s and the Gro�p�s financial position as at 30 June 2018 and of its performance for the year ended on that date, and

(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

The Directors draw attention to the notes to the financial statements, which include a statement of compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board at note 1(c).

The directors have been given the declarations by Managing Director, Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001 for the year ended 30 June 2018.

This declaration is made in accordance with a resolution of directors.

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Michael Fricklas Chairman

Dated on 31 August 2018.

GetSwift Limited

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RSM Australia Partners

Level 21, 55 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007

T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199 www.rsm.com.au

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�� Auditor's Responsibilities for the Audit of the Financial Report �� Code of Ethics for Professional Accountants ��

��

THE POWER OF BEING UNDERSTOOD

AUDIT | TAX | CONSULTING

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Unless otherwise indicated, all dollar amounts are expressed in Australian dollars (AUD). Due to rounding, certain totals and subtotals may not foot and certain percentages may not reconcile.

Additional information about GetSwift Limited (the “Group” or “GetSwift”), is available at our website GetSwift.co. The company does not file an AIF and is not registered on Sedar.com.

Overview

GetSwift is a worldwide leader in delivery management automation and provides technology to optimise global delivery logistics. From enterprise to hyper-local, businesses across dozens of industries around the globe depend on our SaaS platform to bring visibility, accountability, efficiency and savings to their supply chain and “Last Mile" operations. GetSwift is headquartered in New York City for further background, please visit GetSwift.co.

This report is to be read in conjunction with note 12 of the Financial Report contingent liabilities in regards to litigation.

The group derives revenue from contracts with customers for the transfer of services over time and at a point in time.

Expenses consist primarily of employee related costs, general and administrative costs, share based payments and unrealised FX gains.

In line with accounting standards the group has noted that there is only one reportable segment being the development and commercialisation of delivery management software as a service. The segment details are therefore fully reflected in all financial information.

Results of Operations

(In AUD Thousands of Dollars, Except percentage and per share amounts)

	Year Ended June	30th	Period Over Period	Change
	2018	2017	$	%
	$'000	$'000
Revenue from contracts with customers	773	336	437	130%
Other Income	704	145	559	386%
	1,477	481	996	207%
Expenses
Cost of sales	(43)	(31)	(12)	39%
Staff Expenses	(4,900)	(955)	(3,945)	413%
General and administration expenses	(9,120)	(714)	(8,406)	1177%
Share based payments	(4,859)	(597)	(4,262)	714%
Loss on disposal	(343)	-	(343)	0%
Finance expenses	(6)	(1)	(5)	500%
Other expenses	(31)	(104)	73	-70%
Unrealized gain on FX translation	5,702	-	5,702	0%
Loss before income tax	(12,123)	(1,921)	(10,202)	531%
Income tax expense	-	-	-
Loss for the year	(12,123)	(1,921)	(10,202)	531%
Loss of the year is attributable to
Owners of GetSwift Limited	(12,123)	(1,921)	(10,202)	531%
Other Comprehensive Income
Items that may be reclassified to profit or loss:
Exchange differences on translation of foregin operations, net	(263)	-	(263)	0%
Total comprehensive income of the year is attributable to:
Owners of GetSwift Limited	(12,386)	(1,921)	(10,465)	545%
Weighted Average Number of shares	170,424	109,574
	Cents	Cents	Cents	%
Loss per share for the loss attributable to the ordinary
equity holders of the company
Basic and diluted loss per share	(0.07)	(0.02)	(0.05)	250%
Cash Dividends declared per share
Basic and diluted loss per share	-	-	-	0%
Total Assets	97,804	15,797	82,007	519%
Total Long Term Liabilities	9	1	8	800%

Comparison of the twelve-month period ended June 30, 2018 and 2017

Revenue:

The company does not calculate a gross margin and therefore there is no cost of goods sold.

Revenue from Customers

Operating revenue Trading revenue Other revenue	Year Ended June 30th Period Over Period Change 2018 2017 $ % $'000 $'000 766 320 446 139% 7 16 (9) -56%
	773 336 437 130%

Other Income:

Other income

Other income
Other Income Interest received Reasearch and development tax conession Dividend received	Year Ended June 30th Period Over Period Change 2018 2017 $ % $'000 $'000 628 53 575 1085% - 92 (92) -100% 76 - 76 0%
	704 145 559 386%

Expenses:

Breakdown of Expenses

Staff expenses Wages and salaries Other items General and administrative expenses Travel Permits Depreciation Rent Insurance Other Consultancy expenses Professional fees Legal Other Expenses Advertising Website Marketing Entertainment Technology Contractors Loss on disposal Other Loss on disposal of investments Total Operating expenses	Year Ended June 30th Period Over Period Change 2018 2017 $ % $'000 $'000 4,701 798 3,903 489% 199 157 42 27%
	4,900 955 3,945 413%
	606 177 429 242% 11 19 (8) -42% 29 - 29 0% 333 17 316 1859% 260 9 251 2789% 355 31 324 1045%
	1,594 253 1,341 530%
	1,459 292 1,167 400% 3,260 17 3,243 19076%
	4,719 309 4,410 1427%
	160 85 75 88% 254 35 219 626% 193 16 177 1106% 33 15 18 120% 2,167 - 2,167 0%
	2,807 151 2,656 1759%
	9,120 713 8,407 1179%
	1 - 1 0% 342 - 342 0%
	343 - 343 0%
	14,363 1,668 12,695 761%

Share-Based payment expenses:

The establishment of the 'GetSwift Employee and Executive Ownership Plan' was approved by shareholders at the extraordinary general meeting held on 9 August 2016. The plan is designed to provide long-term incentives for employees (including directors) to deliver long-term shareholder returns. Participation in the plan is at the board's discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. The Plan does provide share options and performance rights (which have milestones attached).

Share-based payment costs increased 714% or $4.262 million for the fiscal year ended June 30, 2018 over the same period in 2017 due to changes in both valuations and participants.

Income Tax Expense:

During the twelve months ended June 30, 2018 and 2017, our income tax expense was nil as the group companies incurred a loss from continuing operations.

Income Tax Expense

Numerical reconciliation of income tax expense to prima facle tax payable

Loss from continuing operations before income tax expense Tax at the Australian tax rate of 27.5% (2018: 27.5%) Tax effect of amounts which are not deductible (taxable In calculating taxable income: Research and development tax concession Non-deductible legal fees Share based payment Non-allowable expenses Benefit of tax losses not brough to account Income tax expense Tax Losses Unused tax losses for which no deferred tax asset has been recognised	Year Ended June 30th Period Over Period Change 2018 2017 $ % $'000 $'000 (12,123) (1,922) (10,201) 531% (3,334) (576) (2,758) 479% - 56 (56) -100% 896 - 896 0% 1,336 179 1,157 646% - 63 (63) -100% 1,102 278 824 296%
	- - - 0%
	2,621 1,520 1,101 72%
	2,621 1,520 1,101 72%

Total Assets and Long Term Liabilities:

For the year ended June 30 2018 Total Assets was $97.86m an increase over 2017 of $82.007m or 519 %, The Total Assets movement was the result of cash raised from the issue of ordinary shares.

Net Loss and Earnings per Share:

Net Loss for the fiscal year ended June 30, 2018 was $12.123 million compared to $1.921 million for the same period in 2017. On a per share basis this translated into a net loss per share of 7 cents for the fiscal year ended June 30, 2018 compared to net loss per diluted share of 2 cents for the same period in 2017. The number of shares outstanding was 170,424,251 at June 30, 2018, compared to 109,574,428 at June 30, 2017.

Net cash flows (outflows) from operating activities (“CFO”):

For the twelve months of 2018, CFO was an increase in outflow of $7.379 million to $8.687 million compared to $1.308 million during the same period in 2017, representing an increase of 564%. The increase was from normal operating expenditures and the existing litigation.

Quarterly Results:

The company is not required to prepare quarterly financials and therefore there is no quarterly information in this MD&A. The company does prepare 6 monthly results and these are presented below.

6 month results

$'000, except for per share amounts - Cents

Revenue Total comprehensive loss for the period Net cash (Outflow) from operating activities Loss per share for the loss attributable to the ordinary equity holders of the company Basic & Diluted - Cents	6 months ending
	Dec 16 Jun 17 Dec 17 Jun 18 $'000 $'000 $'000 $'000 120 361 632 845 (637) (1,284) (5,523) (6,863) (319) (989) (2,595) (6,092) (0.56) (1.44) (3.60) (3.40)

The company has seen continued growth in revenue through the on boarding of clients onto the company’s software services. There have been no companywide price increases over the period. The business does not see significant seasonal fluctuations that would affect its 6 month results. The company continued to invest in its platform and began expansion into the US market which is reflected in the increase in losses and cashflow from operations for the periods shown. There maybe fluctuations in operating expenses which include changes in provisions, receipt of R&D credits and foreign exchange gains and losses. These results have been prepared under IRFS for the period.

Liquidity:

Our net cash position increased by $23.428 million to $35.845 million in the twelve months ended June 30, 2018 resulting from the proceeds from the issue of shares and an investment in a term deposit. Our net Cash position is the same as our Cash position as we do not have any debt.

Total assets increased $82.007 million, from $15.797 million at June 30, 2017 to $97.804 million at June 30, 2018. The increase is primarily an investment in a term deposit from the capital raise.

Current liabilities increased $4.811 million, from $0.154 million at June 30, 2017 to $4.965 million at June 30, 2018. The increase is primarily due the timing of trade payables.

Statement of Cashflows

Statement of Cashflows
	Year Ended June	30th	Period Over Period	Change
	2018	2017	$	%
	$'000	$'000
Cash flows from operating activities
Receipts from customers (Inclusive of GST)	727	291	436	150%
Payments to suppliers and employees (Inclusive of GST)	(9,888)	(1,742)	(8,146)	468%
Research and development tax incentive received	-	92	(92)	-100%
Interest received	480	53	427	806%
Interest and other finance cost paid	(6)	(2)	(4)	200%
Net cash (Outflow) from operating activities	(8,687)	(1,308)	(7,379)	564%
Cash flows from investing activities
Payments for plant and equipment	(88)	-	(88)	0%
Investment in term deposits	(58,218)	(3,000)	(55,218)	1841%
Net cash inflow (outflow) from investing activities	(58,306)	(3,000)	(55,306)	1844%
Cash flows from financing activities
Proceeds from issue of shares	88,973	6,500	82,473	1269%
Repayment from convertible note	-	(129)	129	-100%
Proceeds from exercise of options	2,100	-	2,100	0%
Transaction costs related to shares issues	(6,358)	(696)	(5,662)	814%
Proceeds from issues of shares received in advance	-	11,047	(11,047)	-100%
Net cash (outflow) inflow from financing activities	84,715	16,722	67,993	407%
Net increase in cash and cash equivalents	17,722	12,414	5,308	43%
Cash and cash equivalents at the beginning of the financial ye	12,684	12,415	269	2%
Effects of exchanges rate changes on cash and cash equivale	5,439	12,416	(6,977)	-56%
Cash and cash equivalents at end of year	35,845	12,417	23,428	189%

The net cash (outflows) from operating activities were $(8.687) million for the year ended June 30, 2018. The $(8.687) million used by operating activities resulted from $12.123 million in net operating loss adjusted for $2.999 million of non-cash items and $3.907 million change in operating assets and liabilities.

The net cash flows used in investing activities in the year ended June 30, 2018 were $58.306 million. The significant change here was the entering into a term deposit.

The net cash flows used in financing activities in the year ended June 30, 2018 was $84.715 million – this represents the proceeds from the capital raise started in December 2016.

The Company believes we have sufficient cash and available credit capacity to continue to operate for the foreseeable future

Capital Resources and Commitments: -

GetSwift is debt free with cash in the bank to fund operations as at 30 June 2018.

Other commitments:

The group leases various offices under non-cancellable operating leases expiring within 12 months. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. Our lease commitments are detailed below.

Contractual Obligations June 30 2018

Payments Due By Period

	Payments Due By Period
Office Rent Obligations	Total < 1 year 1-3 years 4-5 years > 5 years $'000 $'000 $'000 $'000 $'000 498 498 - - -
	498 498 - - -

Contingencies:

Class Action

On February 20, 2018, Squire Patton Boggs commenced an open class representative proceeding in the Federal Court of Australia against GetSwift ( Perera Proceeding ). The statement of claim included allegations of misleading or deceptive conduct and breach of continuous disclosure obligations. The proceeding was brought on behalf of persons who acquired GetSwift shares between February 26, 2017 and January 19, 2018.

Subsequently, two more open class actions were commenced against GetSwift by Corrs Chambers Westgarth ( McTaggart Proceeding ) and Phi Finney McDonald ( Webb Proceeding ) on March 26 and April 13, 2018 respectively. The court documents for each proceeding made similar allegations and covered broadly the same period of time as the Perera Proceeding.

Following hearings to consider which of the competing class actions filed against the company should proceed, the Federal Court on May 23, 2018 delivered judgment whereby the Perera and McTaggart Proceedings were permanently stayed, in favour of the Webb Proceeding going forward. That decision is presently the subject of an appeal to the Full Court of the Federal Court, with judgment reserved following hearings held on August 6 and 7, 2018.

No provision has been taken in these accounts. Legal fees will be incurred in defending the matter as it proceeds.

ASIC investigation

Related Party Transactions:

Subsidiaries

The group’s principal subsidiaries at June 30, 2018 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or registration is also their principal place of business.

Subsidiaries

Subsidiaries
	Place of
	business/	Ownership
	country of	interest held
Name of entity	incorporation	by the group
		2018	2017
		%	%
Get Swift Logistics Pty Ltd	Australia	100	100
Get Swift, Inc.	USA	100	100
Liquorun Pty Ltd	Australia	100	100
Distributed Logistics Pty Ltd	Australia	100	100

Key management personnel compensation

Related Party Transactions

Short-term employee benefits Post-employment benefits Long-term benefits Share-based payments	Year Ended June 30th Period Over Period Change 2018 2017 $ % $ $ 1,584,411 615,025 10,342 7,980 2,362 30% - 94 (94) -100% 4,827,836 597,378 4,230,458 708%
	6,422,589 1,220,477 5,202,112 426%

The aggregate compensation made to directors and other members of key management personnel of the Group was $6,422,589 or a 426% increase over 2017. This is further explained in renumeration section of the directors report.

In addition to the key management personnel compensation above there were the following transactions with related parties:

officer or executive or non-executive positions. In the current financial year, ECA provided Brett Eagle to take the title of General Counsel & Corporate Affairs and was paid $154,040.

Nexus Lawyers Pty Limited also made Brett Eagle available to the Company to provide legal services, with fees of $15,000 plus GST in the current financial year.

Director Mr David Ryan acted as a consultant to the Company prior to his appointment to the Board, providing governance related services through Ryvan Pty Limited (an entity owned by David Ryan’s spouse and of which David Ryan is a director). Ryvan Pty Limited received consulting fees from the Company of AU$144,680 (including GST) during the current financial year. These services ceased on David Ryan’s appointment to the Board.

Foreign Currency Exposure:

Functional and presentation currency: - Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Australian dollars ($), which is GetSwift’s functional and presentation currency. Additionally, in accordance with IFRS requirements, certain long-term, inter-entity transactions of the company are subject to foreign exchange rate fluctuations.

Off-Balance Sheet Arrangements:

We have not entered into off-balance sheet financing arrangements.

Proposed Transactions:

We seek potential acquisition targets on an ongoing basis and may complete several acquisitions in any given fiscal year.

Critical Accounting Estimates:

General

The financial report has been prepared on an accruals basis and is based on historical costs. The financial report is presented in Australian dollars, which is the Group’s functional and presentation currency. All values are rounded to the nearest one thousand dollars (where applicable) unless otherwise stated.

Share Capital:

As at June 30, 2018 there were 170,424.251 common shares outstanding. There have been no other conversions to, call of, or subscriptions for ordinary shares, or issues of potential ordinary shares since the reporting date and before the completion of this financial report.

Share Capital Weighted Avergae number of ordinary shares Options	Year Ended June 30th Period Over Period Change 2018 2017 $ % $'000 $'000 170,424,251 109,574,428 60,849,823 56% - - - 0%
	170,424,251 109,574,428 60,849,823 56%

Risks and Uncertainties:

GetSwift Limited ABN 57 604 611 556

Interim financial report for the 3 months ended 30 September 2020

GetSwift Limited

ABN 57 604 611 556

Interim report - 30 September 2020

Contents	Page
Financial statements
Condensed consolidated statement of profit or loss and other comprehensive income	2
Condensed consolidated statement of financial position	3
Condensed consolidated statement of changes in equity	5
Condensed consolidated statement of cash flows	6
Notes to the condensed consolidated financial statements	7
Directors' declaration	26
Independent auditor's report to the members	27

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report should be read in conjunction with the annual report for the year ended 30 June 2020 and any public announcements made by GetSwift Limited during the interim reporting period.

GetSwift Limited

GetSwift Limited Condensed consolidated statement of profit or loss and other comprehensive income For the 3 months ended 30 September 2020

Notes Revenue from contracts with customers 2 a Other income 3(a) Other gains/(losses) 3(b) General and administrative expenses 3(c) Employee benefits expenses 3(c) Operating expenses 3(c) Share-based payment expenses Operating loss Loss before income tax Income tax expense Loss for the period Other comprehensive income Items that may be reclassified to profit or loss: Exchange differences on translation of foreign operations 6(b) Total comprehensive loss for the period Total comprehensive income for the period is attributable to: Owners of GetSwift Limited Non-controlling interests Loss per share for loss attributable to the ordinary equity holders of the company: Basic/diluted loss per share 10	Consolidated entity 30 September 2020 $ 30 September 2019 $ 10,482,200 1,164,968 334,300 602,379
	10,816,500 1,767,347
	(2,822,402) 1,191,777 (10,069,002) (4,539,780) (3,132,481) (2,487,856) (6,316,333) - (35,003) (559,877)
	(11,558,721) (4,628,389)
	(11,558,721) (4,628,389) (161,870) (55,980)
	(11,720,591) (4,684,369) 1,595,681 459,085
	(10,124,910) (4,225,284)
	(10,366,048) (4,225,284) 241,138 -
	(10,124,910) (4,225,284)
	Cents Cents (5.64) (2.48)

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

GetSwift Limited

GetSwift Limited Condensed consolidated statement of financial position As at 30 September 2020

Notes ASSETS Current assets Cash and cash equivalents 4(a) Trade and other receivables 4(b) Inventories 5(c) Other financial assets 4(e) Other current assets 5(d) Total current assets Non-current assets Property, plant and equipment 5(a) Intangible assets 5(b) Deferred tax assets Other assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables 4(c) Borrowings 4(d) Contract liabilities Warranty provisions 5(f) Employee benefit obligations Other current liabilities 5(e) Total current liabilities Non-current liabilities Borrowings 4(d) Deferred tax liabilities Warranty provisions 5(f) Employee benefit obligations Other non-current liabilities 5(g) Total non-current liabilities Total liabilities Net assets	Consolidated entity 30 September 2020 $ 30 June 2020 $ 16,185,683 33,949,125 19,905,426 15,251,506 2,017,204 2,410,762 3,492,032 1,311,390 1,218,454 1,991,221
	42,818,799 54,914,004
	2,043,819 1,917,103 17,770,782 18,886,914 49,222 47,117 117,142 189,926
	19,980,965 21,041,060
	62,799,764 75,955,064
	13,842,377 20,069,878 2,479,299 818,994 262,544 446,303 837,295 401,471 65,681 142,559 768,452 833,725
	18,255,648 22,712,930
	976,150 - 1,392,782 1,560,051 591,274 802,941 - 10,640 586,692 476,377
	3,546,898 2,850,009
	21,802,546 25,562,939
	40,997,218 50,392,125

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

GetSwift Limited

GetSwift Limited Condensed consolidated statement of financial position As at 30 September 2020

(continued)

EQUITY Contributed equity Other reserves Accumulated losses Non-controlling interests Total equity

Notes 6(a) 6(b)	Consolidated entity 30 September 2020 $ 30 June 2020 $ 107,119,843 103,839,824 5,286,850 6,241,185 (77,854,127) (65,892,398) 6,444,652 6,203,514
	40,997,218 50,392,125

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

GetSwift Limited

GetSwift Limited Condensed consolidated statement of changes in equity For the 3 months ended 30 September 2020

Consolidated entity Notes Balance at 1 July 2019 Change in accounting policy Restated total equity at the beginning of the financial period Loss for the period Other comprehensive gain 6(b) Total comprehensive income for the period Transactions with owners in their capacity as owners: Options issued/expensed/exercised 6(b) Performance rights issued/expensed 6(b) Balance at 30 September 2019 Balance at 1 July 2020 Restated total equity at the beginning of the financial period Gain/(loss) for the period Other comprehensive gain 6(b) Total comprehensive income for the period Transactions with owners in their capacity as owners: Options issued/expensed/exercised 6(b) Performance rights issued/expensed 6(b) Performance rights converted to ordinary shares 6(b) Balance at 30 September 2020	Attributable to owners of GetSwift Limited Share capital $ Other reserves $ Accumulated losses $ Non- controlling interests $ Total equity $ 103,242,031 5,054,277 (34,265,075) - 74,031,233 - - (47,925) - (47,925)
	103,242,031 5,054,277 (34,313,000) - 73,983,308
	- - (4,684,369) - (4,684,369) - 459,085 - - 459,085
	- 459,085 (4,684,369) - (4,225,284)
	- 249,587 - - 249,587 - 310,290 - - 310,290
	- 559,877 - - 559,877
	103,242,031 6,073,239 (38,997,369) - 70,317,901
	103,839,824 6,241,185 (65,892,398) 6,203,514 50,392,125
	103,839,824 6,241,185 (65,892,398) 6,203,514 50,392,125
	- - (11,961,729) 241,138 (11,720,591) - 1,595,681 - - 1,595,681
	- 1,595,681 (11,961,729) 241,138 (10,124,910)
	713,479 6,524 - - 720,003 - 10,000 - - 10,000 2,566,540 (2,566,540) - - -
	3,280,019 (2,550,016) - - 730,003
	107,119,843 5,286,850 (77,854,127) 6,444,652 40,997,218

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

GetSwift Limited

GetSwift Limited Condensed consolidated statement of cash flows For the 3 months ended 30 September 2020

Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Research and development tax incentive received Income taxes paid Interest paid Interest received Net cash (outflow) from operating activities Cash flows from investing activities Payments for plant and equipment Payment for acquisition of business Payments for patents and trademarks Payments for other current assets Net cash (outflow) from investing activities Cash flows from financing activities Proceeds from issues of shares Proceeds from borrowings Principal elements of lease payments Restriction for letter of credit Financing costs for LDA facility Proceeds from line of credit Repayment of line of credit Net cash inflow (outflow) from financing activities Net (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of period	Consolidated entity 30 September 2020 $ 30 September 2019 $ 6,138,381 1,201,971 (22,953,268) (5,379,224) 218,147 242,963 (497,000) (55,980) (8,481) (18,850) 75,786 359,416
	(17,026,435) (3,649,704)
	(131,031) (7,139) - (1,358,280) - (4,238) - (2,731)
	(131,031) (1,372,388)
	685,000 - 1,061,033 - (64,820) (143,170) (2,180,642) - (437,130) - 2,946,000 - (1,370,578) -
	638,863 (143,170)
	(16,518,603) (5,165,262) 33,949,125 68,809,011 (1,244,839) 1,543,517
	16,185,683 65,187,266

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

GetSwift Limited

GetSwift Limited Notes to the condensed consolidated financial statements 30 September 2020

1 Segment information

During the financial period, approximately 57% of the revenue was generated from three customers (2019: nil).

The group conducted a review of internal reporting to the CEO (the Chief Operating Decision Maker (CODM)) and identified two primary reporting segments in assessing performance and determining the allocation of resources.

Through its two operating segments, "Technology Subscription Services" and "Communication Technology Services", the company derives revenue from contracts with its clients by offering a suite of software, products and services focused on business and logistics and automation, data management and analysis, communications, information security, and infrastructure optimisation and also includes e-commerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimisation, cash management, task management shift management, asset track, real-time alerts, cloud communications, and communications infrastructure products and services including consulting, design, construction, and maintenance. GetSwift’s offerings are used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.

(a) Segment results

(a) Segment results
Consolidated entity 30 September 2020 Revenue from contracts with customers Other income Other losses Segment expense Segment expense Operating loss/income Income tax (expense)/benefit Total loss/income for the period a Assets Total segment assets Total assets Liabilities Total segment liabilities Total liabilities	Technology Subscription Services Communication Technology Services Corporate and Administration Total $ $ $ $ 1,542,219 8,939,981 - 10,482,200 218,577 39,939 75,784 334,300 - (2,793) (2,819,609) (2,822,402)
	1,760,796 8,977,127 (2,743,825) 7,994,098
	(2,752,550) (7,782,493) (9,017,776) (19,552,819)
	(2,752,550) (7,782,493) (9,017,776) (19,552,819)
	(991,754) 1,194,634 (11,761,601) (11,558,721) - (208,376) 46,506 (161,870)
	(991,754) 986,258 (11,715,095) (11,720,591)
	867,619 22,685,502 39,246,643 62,799,764
	867,619 22,685,502 39,246,643 62,799,764
	1,607,629 9,397,494 10,797,423 21,802,546
	1,607,629 9,397,494 10,797,423 21,802,546

GetSwift Limited

GetSwift Limited Notes to the condensed consolidated financial statements 30 September 2020

(continued)

2 Revenue from contracts with customers

(a) Disaggregation of revenue from contracts with customers

The group derives revenue from the transfer of services over time and at a point in time in the following geographical regions:

Consolidated entity 30 September 2020 Point in time Subscription services Sale of products Sale of finished products and services Over time Subscription services Sale of finished goods and services Total revenue Consolidated entity 30 September 2019 Point in time Subscription services Over time Subscription services Total revenue	Asia Pacific Americas EMEA Total $ $ $ $ 101,738 1,173,386 74,022 1,349,146 - - 3,431,332 3,431,332 - - 2,203,460 2,203,460
	101,738 1,173,386 5,708,814 6,983,938
	28,330 101,539 63,204 193,073 - - 3,305,189 3,305,189
	28,330 101,539 3,368,393 3,498,262
	130,068 1,274,925 9,077,207 10,482,200
	Asia Pacific Americas EMEA Total $ $ $ $ 82,753 861,126 72,054 1,015,933
	82,753 861,126 72,054 1,015,933
	32,201 81,964 34,870 149,035
	32,201 81,964 34,870 149,035
	114,954 943,090 106,924 1,164,968

GetSwift Limited

GetSwift Limited Notes to the condensed consolidated financial statements 30 September 2020

(continued)

2 Revenue from contracts with customers (continued)

(a) Disaggregation of revenue from contracts with customers (continued)

3 Other income and expense items

(a) Other income

(a) Other income
		Consolidated entity
		30 September	30 September
		2020	2019
	Notes	$	$
Interest on financial assets held as investments		75,786	359,416
Research and development tax incentive	3(a)(i)	218,147	242,963
Other items		40,367	-
		334,300	602,379

(i) Fair value of R&D tax incentive

The group's research and development (R&D) activities are eligible under an Australian government tax incentive for eligible expenditure. It is recognised as it is received by the group for the activities they are involved in. For the period ended 30 September 2020, the group has received $218,147 (30 September 2019: $242,963) for their research and development.

(b) Other gains/(losses)

(b) Other gains/(losses)
		Consolidated entity
		30 September	30 September
		2020	2019
	Notes	$	$
Net gain on disposal of property, plant and equipment		-	(8,262)
Net foreign exchange gains/(losses)	3(b)(i)	(2,778,226)	1,200,039
Other items		(13,110)	-
Stock obsolescence		(31,066)	-
		(2,822,402)	1,191,777

(i) Net foreign exchange gains/(losses)

The group's net foreign exchange gain/(loss) is strongly reflected by the US dollars position against the Australian dollar.

GetSwift Limited

GetSwift Limited Notes to the condensed consolidated financial statements 30 September 2020

(continued)

3 Other income and expense items (continued)

(c) Breakdown of expenses by nature

General and administrative expenses Advertising and marketing Amortisation Bad debts Contingent consideration expense Depreciation Finance costs Insurance Legal fees Occupancy Professional fees Technology contractors Travel and entertainment Website expenses Other expenses Employee benefits expenses Salaries, bonuses and directors' fees Superannuation and 401(k) Other Operating expenses Materials Service costs Warranty provisions 4 Financial assets and financial liabilities (a) Cash and cash equivalents Current assets Cash at bank and in hand	235,118 316,887 885,323 357,089 17,529 - 188,612 - 217,647 177,644 80,690 72,083 725,469 312,494 5,367,690 1,309,171 23,690 44,005 841,366 490,814 596,021 569,053 7,350 134,964 583,006 390,394 299,491 365,182
	10,069,002 4,539,780
	2,915,849 2,152,708 (2,243) 123,168 218,875 211,980
	3,132,481 2,487,856
	4,694,406 - 1,413,066 - 208,861 -
	6,316,333 -
	Consolidated entity 30 September 2020 $ 30 June 2020 $ 16,185,683 33,949,125

GetSwift Limited

GetSwift Limited Notes to the condensed consolidated financial statements 30 September 2020 (continued)

4 Financial assets and financial liabilities (continued)

(b) Trade and other receivables

(b) Trade and other receivables
Notes Trade receivables Allowances for expected credit losses Accrued receivables Other receivables Total trade and other receivables (c) Trade and other payables Notes Trade payables Social security and other taxes Accrued expenses Contingent consideration Capital facility fee 4(f) Other payables	Consolidated entity 30 September 2020 30 June 2020 Current $ Non- current $ Total $ Current $ Non- current $ Total $ 16,616,099 - 16,616,099 11,372,363 - 11,372,363 (152,765) - (152,765) (410,568) - (410,568)
	16,463,334 - 16,463,334 10,961,795 - 10,961,795
	1,691,046 - 1,691,046 2,838,290 - 2,838,290 1,751,046 - 1,751,046 1,451,421 - 1,451,421
	3,442,092 - 3,442,092 4,289,711 - 4,289,711
	19,905,426 - 19,905,426 15,251,506 - 15,251,506
	Consolidated entity 30 September 2020 30 June 2020 Current $ Non- current $ Total $ Current $ Non- current $ Total $ 10,962,492 - 10,962,492 15,324,468 - 15,324,468 129,715 - 129,715 549,470 - 549,470 1,317,113 - 1,317,113 2,697,697 - 2,697,697 1,018,330 - 1,018,330 844,057 - 844,057 - - - 437,130 - 437,130 414,727 - 414,727 217,056 - 217,056
	13,842,377 - 13,842,377 20,069,878 - 20,069,878

GetSwift Limited

GetSwift Limited Notes to the condensed consolidated financial statements 30 September 2020

(continued)

4 Financial assets and financial liabilities (continued)

(d) Borrowings

(d) Borrowings
				Consolidated entity
		30	September			30 June
			2020			2020
			Non-			Non-
		Current	current	Total	Current	current	Total
	Notes	$	$	$	$	$	$
PPP Loan	4(d)(i)	84,883	976,150	1,061,033	-	-	-
Line of credit	4(g)	2,394,416	-	2,394,416	818,994	-	818,994
		2,479,299	976,150	3,455,449	818,994	-	818,994

(i) PPP loan

(e) Other financial assets

Notes Finance facility fees 4(f) Restricted cash 4(h)	Consolidated entity 30 September 2020 $ 30 June 2020 $ 1,311,390 1,311,390 2,180,642 -
	3,492,032 1,311,390

(f) Capital facility

In March 2020, GetSwift Limited entered into a put option agreement with LDA Capital LLC, a United States based private alternative investment group, which have agreed to provide the company with up to US$45 million (AU$63 million) in committed equity capital over the next 36 months.

GetSwift Limited

GetSwift Limited Notes to the condensed consolidated financial statements 30 September 2020

(continued)

4 Financial assets and financial liabilities (continued)

(f) Capital facility (continued)

The company has agreed to pay a commitment fee of 2% of the commitment amount (US$900,000). That fee was paid via a US$600,000 payment on 7 May 2020 and a second payment for US$300,000 on 15 September 2020. The company has also agreed to pay financing fees customary for facilities of this nature in respect of amounts drawn down under the agreement.

(g) Line of credit

Logo D.O.O has entered into line of credit agreements enabling the Company to borrow funds up to 1.8 million euros through several lenders with terms expiring through September 2021 and interest rates based upon 1 to 6 months EURIBOR plus 2.2% to 2.7%. At 30 September 2020 there was - (30 June 2020: -) outstanding balance on any of these line of credits.

The company entered into the agreement to fund working capital.

The total loan facility liabilities are as follows:

	Consolidated	entity
30	September	30	June
	2020		2020
	$		$

(i) Financing arrangements

Unrestricted access was available at the reporting date to the following lines of credit:

Total facilities Bank overdraft (loan facility) a a Unused at the reporting date Bank overdraft (loan facility)	Consolidated entity 30 September 2020 $ 30 June 2020 $ 2,927,000 2,934,000
	532,584 2,115,006

(g) Leases

The consolidated entity leases facilities for its offices located in the United States, Australia and Serbia. All leases were entered into in prior periods with options to extend the leases. At reporting date it is probable that the group will not take up the option to renew the leases.

(i) Amounts recognised in the balance sheet

Right-of-use assets 1 Properties Equipment Lease liabilities 2 Current Non-current	Consolidated entity 30 September 2020 $ 30 June 2020 $ 779,543 607,701 187,578 263,778
	967,121 871,479
	321,128 333,291 586,692 476,377
	907,820 809,668

Included in the line item ‘property, plant and equipment’ in the condensed consolidated statement of financial position.

Included in the line items ‘other current liabilities’ and ‘other non-current liabilities’ in the condensed consolidated statement of financial position.

(ii) Amounts recognised in the statement of profit or loss

Interest expense (included in general and administrative expenses) Depreciation charge of right-of-use assets	Consolidated entity 30 September 2020 $ 30 September 2019 $ 8,481 18,850 67,330 159,666
	75,811 178,516

(iii) The group’s leasing activities and how these are accounted for

The group's lease agreement does not impose any covenants, but leased assets may not be used as security for borrowing purposes.

GetSwift Limited

GetSwift Limited Notes to the condensed consolidated financial statements 30 September 2020

(continued)

6 Equity

(a) Share capital

Fully paid

30 September	30 September	30 June	30 June
2020	2020	2020	2020
No. of Shares	$	No. of Shares	$
215,629,796	107,119,843	192,174,310	103,839,824

Movements in ordinary shares:

Notes Opening balance 1 July 2020 a Conversion of performance rights to shares (2020-07-30) Issue at $0.20 pursuant to exercise of unlisted options (2020-07-30) Conversion of performance rights to shares (2020-09-11) Issue at $0.20 pursuant to exercise of unlisted options (2020-09-11) Transfer from reserves on exercise of ESOP unlisted options Closing balance 30 September 2020	Number of shares $ 192,174,310 103,839,824 19,756,096 2,566,540 3,400,000 680,000 274,390 - 25,000 5,000 - 28,479
	215,629,796 107,119,843

(b) Other reserves

The following table shows a breakdown of the balance sheet line item ‘other reserves’ and the movements in these reserves during the period. A description of the nature and purpose of each reserve is provided below the table.

Consolidated entity Notes At 1 July 2020 Currency translation differences Other comprehensive income Transactions with owners in their capacity as owners Options expensed 7 Performance rights issued Options exercised Performance rights converted to ordinary shares At 30 September 2020	Share-based payments $ Performance rights $ Foreign currency translation $ Total other reserves $ 4,372,399 2,894,024 (1,025,238) 6,241,185 - - 1,595,681 1,595,681
	- - 1,595,681 1,595,681 35,003 - - 35,003 - 10,000 - 10,000 (28,479) - - (28,479) - (2,566,540) - (2,566,540)
	4,378,923 337,484 570,443 5,286,850

GetSwift Limited

GetSwift Limited Notes to the condensed consolidated financial statements 30 September 2020

(continued)

6 Equity (continued)

(b) Other reserves (continued)

(i) Movements in options:

Opening balance 1 July 2020 a Exercise of options at $0.20 (2019-07-30) Exercise of options at $0.20 (2019-09-11) Amortisation of share-based payments for options issued in prior periods Balance at 30 September 2020	Number of options $ 14,369,417 4,372,399 (3,400,000) (28,271) (25,000) (208) - 35,002
	10,944,417 4,378,922

(ii) Performance rights

Class A and B milestones were met in the financial year ended 30 June 2018. Accordingly, these were fully vested and converted to ordinary shares.

Class C milestones were met in November 2018 and fully vested as at 31 December 2018, while Class D were achieved and fully vested in the financial year ended 30 June 2019.

Class E and F milestones were met and fully vested in March 2020.

Class of performance rights	Performance condition	Expiry date
Class A	Performance rights to vest upon achievement of 250,000 deliveries in a calendar month	48 months
Class B	Performance rights to vest upon achievement of 375,000 deliveries in a calendar month	48 months
Class C	Performance rights to vest upon achievement of 750,000 deliveries in a calendar month	48 months
Class D	Performance rights to vest upon achievement of GetSwift revenue of either $5 million in a full financial year, or $1.25 million in any 3-month period endingon 31 March,30 June,31 October or 31 December	48 months
Class E	Performance rights to vest upon achievement of GetSwift revenue of either $10 million in a full financial year, or $2.5 million in any 3-month period endingon 31 March,30 June,31 October or 31 December	48 months
Class F	Performance rights to vest upon of GetSwift revenue of either $15 million in a full financial year, or $3.75 million in any 3-month period ending on 31 March, 30 June, 31 October or 31 December	48 months

GetSwift Limited

GetSwift Limited Notes to the condensed consolidated financial statements 30 September 2020

(continued)

6 Equity (continued)

(b) Other reserves (continued)

(ii) Performance rights (continued)

In July 2020 there was a conversion of 4,939,024 in classes C-F. The total fair value of the conversion was $2,566,540 to 19,756,096 ordinary shares with nil consideration.

(iii) Foreign currency translation

Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.

7 Share-based payments

There were no new options granted in the period ended 30 September 2020 (30 September 2019: nil).

Refer to note 6(b) for the option movements for the period.

8 Contingencies

(a) Contingent liabilities

(i) Raffaele Webb v GetSwift Limited & Anor NSD 580 of 2018

On 20 February 2018, Squire Patton Boggs commenced an open class representative proceeding in the Federal Court of Australia against GetSwift and Mr Joel Macdonald (the Perera Proceeding).

Subsequently, two more open class actions were commenced against GetSwift and Mr Macdonald by Corrs Chambers Westgarth (the McTaggart Proceeding) and Phi Finney McDonald (the Webb Proceeding), on 26 March and 13 April 2018, respectively. The McTaggart Proceeding additionally included Mr Bane Hunter as a defendant.

On 23 May 2018, the Federal Court of Australia ordered that only 1 of the 3 competing class actions filed against GetSwift could continue (the Webb Proceeding). The decision was appealed and upheld by the Full Court of the Federal Court of Australia. The applicant unsuccessfully sought special leave to appeal to the High Court of Australia, which dismissed the application on 17 April 2019. As a result of the High Court’s decision, the judgment of the Full Court is now final and only the Webb Proceeding will continue against GetSwift and Mr Macdonald.

The Webb Proceeding is filed on behalf of persons who acquired an interest in fully paid GetSwift Shares during the period from 24 February 2017 until 19 January 2018 and who claim to have suffered loss as the result of the alleged contraventions.

The Webb Proceeding alleges that GetSwift and Mr Macdonald engaged in misleading and deceptive conduct and made false and misleading statements in the manner in which they made announcements to the market on the ASX, including in relation to 16 client contracts.

The Webb Proceeding also alleges that GetSwift failed to meet its continuous disclosure obligations in relation to information about certain client contracts and client contracts generally, and that Mr Macdonald was involved in the contraventions.

The claim seeks declarations of contraventions against GetSwift and Mr Macdonald as well as compensation for loss suffered. The claim alleges that the contravening conduct caused the market price for GetSwift Shares to be higher than their true price or the price that would have prevailed if the contravening conduct had not occurred. Therefore, the applicant and group members claim to have suffered resulting loss and that the defendants are liable to compensate them for the amount of the loss and damage suffered by them.

All defendants are vigorously defending the proceeding.

GetSwift Limited

GetSwift Limited Notes to the condensed consolidated financial statements 30 September 2020

(continued)

8 Contingencies (continued)

(a) Contingent liabilities (continued)

(i) Raffaele Webb v GetSwift Limited & Anor NSD 580 of 2018 (continued)

The parties have filed their expert evidence. A further mediation commenced on 4 November 2020. The mediation is ongoing. The parties are otherwise in the process of preparing for trial.

The judge who is currently listed to hear the trial in the Webb Proceeding is the same judge who heard the trial in the ASIC Proceeding. The respondents filed an interlocutory application seeking that the matter be reallocated to a different judge. An interlocutory hearing occurred on 13 August 2020 in that regard. Judgment was delivered on 9 September 2020. The application was dismissed and the parties were given leave to appeal the judgment. The respondents lodged an appeal on 23 September 2020. The appeal has been listed for a Full Court hearing on 15 February 2021.

At the interlocutory hearing on 13 August 2020, the trial date was vacated. A new trial date has not been set.

On 14 August 2020 the applicant filed an Asset Notification Application. The hearing of the Asset Notification Application has been adjourned pending the outcome of GetSwift’s Scheme of Arrangement. Pending the outcome of the Scheme of Arrangement, GetSwift agreed, on a without admissions basis, that up until the hearing or determination of the Asset Notification Application, it will provide the applicant with at least 3 business days’ notice before implementing any decision:

that GetSwift will acquire any interest in a third party;
that GetSwift will acquire any asset or interest in an asset where the consideration payable is in excess of $1 million; or
that GetSwift will transfer any of its assets to a Related Body Corporate,
where the implementation of that decision would involve the transfer to a place outside Australia of any assets of the first respondent that are currently held in Australia.

The Asset Notification Application has been listed for hearing on 23 December 2020.

(ii) Australian Securities and Investments Commission v GetSwift Limited & others Federal Court of Australia VID 146 of 2019

On 22 February 2019, ASIC commenced civil penalty proceedings by filing an Originating Process and a Concise Statement in the Federal Court of Australia against GetSwift, Mr Joel Macdonald and Mr Bane Hunter. ASIC filed and served an Amended Originating Process and Statement of Claim on 15 March 2019 and amended its claim to include former GetSwift Director and Corporate Counsel, Mr Brett Eagle, as an additional defendant.

The proceedings brought by ASIC allege that GetSwift failed to meet its continuous disclosure obligations and engaged in misleading or deceptive conduct in the manner in which it made announcements to the market on the ASX, including in relation to 13 client contracts. The proceedings also allege that Mr Macdonald and Mr Hunter were involved in GetSwift’s continuous disclosure contraventions, engaged in misleading and deceptive conduct and failed to exercise their powers and discharge their duties as directors of GetSwift with the required degree of care and diligence (by failing to take all reasonable steps to mitigate the risk of GetSwift engaging in misleading conduct or not disclosing material information).

ASIC is seeking declarations of contraventions against GetSwift and each of Mr Macdonald, Mr Hunter and Mr Eagle as well as orders disqualifying each of Mr Macdonald and Mr Hunter from managing corporations for a period of time to be determined. Further, ASIC seeks pecuniary penalties against GetSwift in relation to the alleged continuous disclosure contraventions and against Mr Hunter and Mr Macdonald in relation to the alleged continuous disclosure contraventions and breach of directors’ duties “in such amount as the Court considers appropriate in respect of each of the declared contraventions”.

GetSwift Limited

GetSwift Limited Notes to the condensed consolidated financial statements 30 September 2020

(continued)

8 Contingencies (continued)

(a) Contingent liabilities (continued)

(ii) Australian Securities and Investments Commission v GetSwift Limited & others Federal Court of Australia VID 146 of 2019 (continued)

All defendants are vigorously defending the proceeding.

The trial was conducted between 15 June 2020 and 30 September 2020, including a number of adjournments. The judgment that will be issued at some time after the trial will deal with the question of liability, that is, whether the alleged contraventions occurred. Once the judgment is issued, if the defendants are found liable in respect of any of the alleged contraventions, a separate hearing will occur in relation to whether any penalties should be imposed, including the extent and form of any penalties. The parties would then have a right to appeal any orders issued by the Court as part of the liability and/or penalty judgments.

9 Events occurring after the reporting period

The impact of the Coronavirus (COVID-19) pandemic is ongoing and it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.

On 9 November 2020 shareholders voted in favour of the proposed scheme of arrangement pursuant to which GetSwift Technologies Limited (Holdco) will acquire all of the ordinary shares in GetSwift to effect the re-domiciliation of GetSwift. Furthermore, on 11 November 2020 it was announced that Foreign Investment Review Board (FIRB) approval remains an outstanding condition to the proposed scheme of arrangement.

Apart from the above, no other matter or circumstance has occurred subsequent to period end that has significantly affected, or may significantly affect, the operations of the group, the results of those operations or the state of affairs of the group or economic entity in subsequent financial periods.

GetSwift Limited

GetSwift Limited Notes to the condensed consolidated financial statements 30 September 2020

(continued)

10 Loss per share

(a) Reconciliation of earnings used in calculating loss per share

Basic/diluted loss per share Loss attributable to the ordinary equity holders of the company used in calculating basic/diluted loss per share: From continuing operations (b) Weighted average number of shares used as denominator Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share	Consolidated entity 30 September 2020 $ 30 September 2019 $ (11,720,591) (4,684,369)
	Consolidated entity 30 September 2020 Number 30 September 2019 Number 207,841,336 188,524,310

11 Basis of preparation of interim report

These general purpose financial statements for the interim 3 month period to 30 September 2020 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting', as appropriate for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'. The 3 month period report for the period ended 30 September 2020 does not include notes of the type normally included in an annual financial report and should be read in conjunction with the annual financial report issued for the financial year ended 30 June 2020. The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except for the policies stated below.

(a) Going concern

As disclosed in the financial statements, the group incurred a loss of $11.7 million, had net cash outflows from operating activities of $17.0 million for the quarter ended 30 September 2020 and ongoing losses are forecasted.

These factors indicate a material uncertainty which may cast significant doubt as to whether the group will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

GetSwift Limited

GetSwift Limited Notes to the condensed consolidated financial statements 30 September 2020

(continued)

11 Basis of preparation of interim report (continued)

(a) Going concern (continued)

The directors believe that there are reasonable grounds to believe that the group will be able to continue as a going concern, after consideration of the following factors:

the group had a positive net current asset of $24.6 million as at 30 September 2020;
the group implemented a cost optimization plan to reduce operating cash requirements. The plan Includes significant reductions including the elimination of certain office leases, performance related compensation, as well as reductions in service delivery communications costs, advisory fees, staff costs, and various general and administrative expenses;
the group has access to the LDA Facility (as per note 4(f)) providing funds up to US $45 million, subject to the terms of the agreement. The amount of any capital call made by the group is subject to and can be limited by conditions imposed in the agreement which are dependent on certain market conditions aligning at the time of the capital call which are not directly within the group’s control; and
the group has a reasonable expectation that it will be able to obtain additional funds as and when required from existing shareholders or external parties until it is able to achieve profitable operations.

Accordingly, the directors believe that the group will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report.

The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the group does not continue as a going concern.

GetSwift Limited

GetSwift Limited Directors' declaration 30 September 2020

In the directors' opinion:

(a) the financial statements and notes set out on pages 2 to 25 are in accordance with the Australian Accounting Standard AASB 134 'Interim Financial Reporting' , including:
(i) complying with Accounting Standards, and other mandatory professional reporting requirements, and
(ii) giving a true and fair view of the group's financial position as at 30 September 2020 and of its performance for the 3 months ended on that date, and
(b) there are reasonable grounds to believe that the company 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 directors.

Mr Stanley Pierre-Louis Independent Non-Executive Chairman

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New York 20 November 2020

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INDEPENDENT AUDITOR’S REVIEW REPORT To the Members of GetSwift Limited

Report on the Interim Financial Report

We have reviewed the accompanying interim financial report of GetSwift Limited (“the Company”) and its subsidiaries (the Group), which comprises the condensed consolidated statement of financial position as at 30 September 2020, and the condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the three month period ended on that date, a description of accounting policies, other selected explanatory notes and the directors’ declaration.

Directors’ Responsibility for the Interim Financial Report

The directors of the Company are responsible for the preparation and fair presentation of the interim financial report in accordance with the Australian Accounting Standards and for such control as the directors determine is necessary to enable the preparation of the interim financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express a conclusion on the interim financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of an Interim Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, anything has come to our attention that causes us to believe that the financial report is not presented fairly, in all material respects, in accordance with the Australian Accounting Standard AASB 134 Interim Financial Reporting . As the auditor of GetSwift Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of an interim financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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27 -

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Material Uncertainty Related to Going Concern

We draw attention to Note 11 in the financial report, which indicates that the Group incurred a net loss of $11.7m with net operating cash outflows of $17.0m during the period ended 30 September 2020, and ongoing losses are forecasted. As stated in Note 11, these events or conditions, along with other matters as set forth in Note 11, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our conclusion is not modified in respect of this matter.

Independence

In conducting our review, we have complied with the independence requirements of the Australian professional accounting bodies.

Conclusion

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the interim financial report of the Group does not present fairly, in all material respects, the Group’s financial position as at 30 September 2020, and of its performance for the three month period ended on that date, in accordance with Accounting Standard AASB 134 Interim Financial Reporting.

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RSM AUSTRALIA PTY LTD

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M PARAMESWARAN Director

Dated: 21 November 2020 Melbourne, Victoria

28 -

GetSwift Limited.

MANAGEMENT’S DISCUSSION AND ANALYSIS (“MD&A”)

The following discussion and analysis should be read in conjunction with the Financial Statements for the 3 months ended September 30, 2020, which we prepared in accordance with International Financial Reporting Standards (“IFRS”). Certain information included herein is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See “Forward-Looking Statements” and “Risks Factors” outlined in the prospectus for GetSwift Technologies Limited dated January 4, 2021.

The Date of this MD&A is January 4, 2021.

Unless otherwise indicated, all dollar amounts are expressed in Australian dollars (AUD). Due to rounding, certain totals and subtotals may not foot and certain percentages may not reconcile.

Additional information about GetSwift Limited (the “Group” or “GetSwift”), is available at our website GetSwift.co. The company has not filed an AIF as at January 4, 2021. The company maintains a profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com.

Overview

GSW is a technology and services company that offers a suite of software, products, and services focused on business and logistics and automation, data management and analysis, communications, information security, and infrastructure optimization and also includes ecommerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimization, cash management, task management shift management, asset tracking, real-time alerts, cloud communications, and communications infrastructure services and products through consulting, design, construction, and maintenance. GetSwift’s offerings are used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.

Scheme of Arrangement: On September 4th, 2020, the Company announced a proposal to re-domicile from Australia to North America by way of scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (the “Scheme”) and listing of the Company’s new holding company on the NEO Exchange in Canada (together, the “Re-domiciliation”). On October 9th, 2020 the Company announced the release of the Scheme Booklet in relation to the re-domiciliation of the GetSwift group of companies from Australia to Canada by way of the scheme.

Litigation Update

Raffaele Webb v GetSwift Limited & Anor NSD 580 of 2018

On 20 February 2018, Squire Patton Boggs commenced an open class representative proceeding in the Federal Court of Australia against GetSwift and Mr Joel Macdonald (the Perera Proceeding).

All defendants are vigorously defending the proceeding.

The parties have filed their expert evidence. A further mediation commenced on 4 November 2020. The mediation is ongoing. The parties are otherwise in the process of preparing for trial.

At the interlocutory hearing on 13 August 2020, the trial date was vacated. A new trial date has not been set.

Pending the outcome of the Scheme of Arrangement, GetSwift agreed, on a without admissions basis, that up until the hearing or determination of the Asset Notification Application, it will provide the applicant with at least 3 business days’ notice before implementing any decision:

that GetSwift will acquire any interest in a third party;
that GetSwift will acquire any asset or interest in an asset where the consideration payable is in excess of $1 million; or
that GetSwift will transfer any of its assets to a Related Body Corporate,

where the implementation of that decision would involve the transfer to a place outside Australia of any assets of the first respondent that are currently held in Australia.

The Asset Notification Application has been listed for hearing on 23 December 2020.

Australian Securities and Investments Commission v GetSwift Limited & others Federal Court of Australia VID 146 of 2019

All defendants are vigorously defending the proceeding.

Results of Operations

Expenses consist primarily of general and administrative expenses, employee related costs, operating expenses and share based payment expenses.

Through its two operating segments, "Technology Subscription Services" and "Communication Technology Services", the company derives revenue from contracts with its clients by offering a suite of software, products and services focused on business and logistics and automation, data management and analysis, communications, information security, and infrastructure optimisation and also includes e- commerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimisation, cash management, task management shift management, asset track, realtime alerts, cloud communications, and communications infrastructure products and services including consulting, design, construction, and maintenance. GetSwift’s offerings are used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.

Results of Operations

(In AUD Dollars, Except percentage and per share amounts)

Revenue from contracts with customers Other Income Other gains/(losses) - net General and Administrative expenses Employee Benefits expenses Operating Expenses Share-based payment expenses Operating profit/(loss) Loss before income tax Income Tax Expense Loss for the period Other Comprehensive Income Items that may be reclassified to profit or loss: Exchange differences on translation of foreign operations Total comprehensive loss for the period Loss per share for the loss attributable to the ordinary equity holders of the company Basic and diluted loss per share Cash Dividends declared per share Basic and diluted loss per share Total Assets Total Long Term Liabilities	3 Months ended September 30 3 Months ended September 30 Period Over Period Change 2020 2019 $ % $ $ 10,482,200 1,164,968 9,317,232 800% 334,300 602,379 (268,079) -45%
	10,816,500 1,767,347 9,049,153 512%
	(2,822,402) 1,191,777 (4,014,179) -337% (10,069,002) (4,539,780) (5,529,222) 122% (3,132,481) (2,487,856) (644,625) 26% (6,316,333) - (6,316,333) 0% (35,003) (559,877) 524,874 -94%
	(11,558,721) (4,628,389) (6,930,332) 150%
	(11,558,721) (4,628,389) (6,930,332) 150% (161,870) (55,980) (105,890) 189%
	(11,720,591) (4,684,369) (7,036,222) 150% 1,595,681 459,085 1,136,596 248%
	(10,124,910) (4,225,284) (5,899,626) 140%
	Cents Cents Cents % (5.64) (2.48) (3.16) 127% - - - September 30 June 30 Period Over Period Change 2020 2020 $ % $ $ 62,799,764 75,955,064 (13,155,300) -17% 3,546,898 2,850,009 696,889 24%

Comparison of the 3 months ended September 30, 2020 and 2019

Revenue:

Customer revenue in the 3 months of $10,482,200 increased over the prior year by $9,317,232 or 800%. The increase is primarily attributable to the acquisition of Logo. Point in time Revenue grew by $5,968,005 and over time revenue grew by $3,349,227 with the addition of the Logo business. 57% of the customer revenue is represented by 3 clients.

Technology Subscription Services revenues increased $377,251 during the 3 months ending September 30, 2020 over the same period in 2019 as a result primarily of the growth in the Delivery BIZ Pro and Scheduling+ (“DBP/SP”) business.

Communication Technology Services expanded its telecommunications product and services during the 3 months ending September 30, 2020, with most large clients continuing to generate revenue. For the 3 months ending September 30, 2020, the top 3 customers one represented 67% of the 3 months’ revenue.

No companywide price changes were implemented.

The company does not calculate a gross margin and therefore there is no cost of goods sold.

Revenue from Contract with Customers

Segment Information

Segment Information
Technology Subscription Services Communication Technology Services	3 Months ended September 30 3 Months ended September 30 Period Over Period Change 2020 2019 $ % $ $ 1,542,219 1,164,968 377,251 32% 8,939,981 - 8,939,981 0%
	10,482,200 1,164,968 9,317,232 800%

Geographical Information 2020 Point in Time Subscription Services Sale of Products Sales of Products and Services Over time Subscription Services Sales of Products and Services 2019 Point in Time Subscription Services Sale of Products Sale of finished products and services Over time Subscription Services Sales of Products and Services $ Variance Point in Time Over time % Variance Point in Time Over time	3 Months ended September 30 Asia Pacific Americas EMEA Total $ $ $ $ 101,738 1,173,386 74,022 1,349,146 - - 3,431,332 3,431,332 - - 2,203,460 2,203,460
	101,738 1,173,386 5,708,814 6,983,938
	28,330 101,539 63,204 193,073 - - 3,305,189 3,305,189
	28,330 101,539 3,368,393 3,498,262
	130,068 1,274,925 9,077,207 10,482,200
	Asia Pacific Americas EMEA Total $ $ $ $ 82,753 861,126 72,054 1,015,933 - - - - - - - -
	82,753 861,126 72,054 1,015,933
	32,201 81,964 34,870 149,035 - - - -
	32,201 81,964 34,870 149,035
	114,954 943,090 106,924 1,164,968
	18,985 312,260 5,636,760 5,968,005 (3,871) 19,575 3,333,523 3,349,227
	15,114 331,835 8,970,283 9,317,232
	23% 36% 7823% 587% -12% 0% 0% 0%
	13% 35% 8389% 800%

Other Income:

For the 3 months ended September 30, 2020 other income of $334,300 decreased by $268,079 or 45% and is primarily comprised of a decrease in interest proceeds from investments.

Other income

Other income
Interest on Financial assets held as investments Research and development tax incentive Other items	3 Months ended September 30 3 Months ended September 30 Period Over Period Change 2020 2019 $ % $ $ 75,786 359,416 (283,630) -79% 218,147 242,963 (24,816) -10% 40,367 - 40,367 0%
	334,300 602,379 (268,079) -45%

Other Gains/(Losses):

For the 3 months ended September 30, 2020 other gains was a loss of $2,822,402 driven by the negative movement in foreign exchange driven by a strengthening of the Australian Dollar versus the United States Dollar.

Other Gains/(Losses)

	3 Months	3 Months	Period Over
	ended	ended	Period
	September 30	September 30	Change
	2020	2019	$	%
	$	$
Net gain/(loss) on disposal of property, plant and equipm	-	(8,262)	8,262	-100%
Net foreign exchange gains/(losses)	(2,778,226)	1,200,039	(3,978,265)	-332%
Other Items	(13,110)	-	(13,110)	0%
Stock Obsolescence	(31,066)	-	(31,066)	0%
	(2,822,402)	1,191,777	(4,014,179)	-337%

==> picture [48 x 45] intentionally omitted <==

Expenses:

Breakdown of expenses

General and administrative expenses Advertising and marketing Amortisation Bad debts Contingent Consideration Depreciation Finance costs Insurance Legal fees Occupancy Professional fees Technology Contractors Travel and entertainment Website expenses Other expenses Employee benefits expenses Salaries, bonuses and directors' fees Superannuation and 401(k) Other Operating Expenses Materials Service Costs Warranty Provisions Total Expenses	3 Months ended September 30 3 Months ended September 30 Period Over Period Change 2020 2019 $ % $ $ 235,118 316,887 (81,769) -26% 885,323 357,089 528,234 148% 17,529 - 17,529 0% 188,612 - 188,612 0% 217,647 177,644 40,003 23% 80,690 72,083 8,607 12% 725,469 312,494 412,975 132% 5,367,690 1,309,171 4,058,519 310% 23,690 44,005 (20,315) -46% 841,366 490,814 350,552 71% 596,021 569,053 26,968 5% 7,350 134,964 (127,614) -95% 583,006 390,394 192,612 49% 299,491 365,182 (65,691) -18%
	10,069,002 4,539,780 5,529,222 122% 2,915,849 2,152,708 763,141 35% (2,243) 123,168 (125,411) -102% 218,875 211,980 6,895 3%
	3,132,481 2,487,856 644,625 26%
	4,694,406 - 4,694,406 0% 1,413,066 - 1,413,066 0% 208,861 - 208,861 0%
	6,316,333 - 6,316,333 0%
	19,517,816 7,027,636 12,490,180 178%

Expenses for the 3 months ended September 30, 2020, increased 178%, or $12,490,180 to $19,517,816 compared to $7,027,636 during the same period in 2019. As a percentage of total revenue, expenses were 180% for the 3 months ended September 30, 2020 and 398% for the same period in 2019. The dollar increase is primarily attributable to the Logo acquisition and includes the amortization of the Logo and DBP/SP intangibles and increased legal fees.

Advertising and Marketing: – Advertising and Marketing expenses decreased 26% or $81,769 to $235,118 for the 3 months ended September 30, 2020 compared to $316,887 for the same period in 2019. The decrease reflects a reduction in expenditures upon review of the company’s marketing campaigns.

==> picture [49 x 36] intentionally omitted <==

Amortisation: – Amortisation expenses amounted to $885,323 for the 3 months ended September 30, 2020 and $357,089 for the 3 months ended September 30, 2019. The company amortises the intangibles acquired as part of the completed acquisitions.

Bad Debts: – Bad Debt expense amounted to $17,529 for the 3 months ended September 30, 2020 and nil for the 3 months ended September 30, 2019. This bad debt is a result of a legacy receivable in the technology subscription services segment.

Contingent Consideration: – Additional Contingent consideration of $188,612 in relation the acquisitions DBP/SP was recognised during the 3 months ended September 30, 2020 and thus nil for the 3 months ended September 30, 2019.

Depreciation: – Depreciation of property and equipment increased 23% or $40,003 to $217,647 for the 3 months ended September 30, 2020 compared to $177,644 for the same period in 2019. The increase was due to the Logo business of a $141,000 increase which was offset by decrease in depreciation of leased assets caused by expiring leases in the US and AUS.

Finance Costs: – Finance Costs for the business increased 12% or $8,607 to $80,690 for the 3 months ended September 30, 2020 compared to $72,083 for the same period in 2019. This increase relates to the Logo business which accounts for $72,000 in added interest costs while GSW Inc interest expenses were reduced due to expiring leases.

Insurance: – Insurance expenses increased 132% or $412,975 to $725,469 for the 3 months ended September 30, 2020 compared to $312,494 over the same period in 2019. The additional expenses were related primarily to D&O coverage and also insurance expenses related to the expansion of our business in USA and EMEA.

Legal Fees: – Legal Fees increased 310% or $4,058,519 to 5,367,690 for the 3 months ended September 30, 2020 compared to $1,309,171 over the same period in 2019. These additional fees relate to ongoing ASIC and class action litigation as well as the scheme of arrangement.

Occupancy: – Occupancy expenses decreased 46% or $20,315 to $23,690 for the 3 months ended September 30, 2020 compared to $44.005 for the same period in 2019. This decrease relates to the new application of IFRS 16 for leases as well as the conclusion and non-renewal of leases in the US and Australia.

Professional Fees: – Professional Fees increased 71% or $350,552 to $841,366 for the 3 months ended September 30, 2020 compared to $490,814 for the same period in 2019. The increase in the 3 months ending September 30, 2020, was due to consultants utilized to aid in growth of the business and support the scheme of arrangement.

Technology Contractors: – Technology Contractors expenses increased 5% or $29,968 to $596,021 for the 3 months ended September 30, 2020 compared to $569,053. Contractor resources were shifted from Australia and the US to Serbia where costs for similar services are lower.

Travel and Entertainment: – Travel and Entertainment expenses decreased 95% or $127,614 to $7,350 for the 3 months ended September 30, 2020 compared to $134,964 for the same period in 2019. A conscious effort was made to reduce corporate related international travel in 2020, and when coupled with COVID19 restrictions, resulted in the large reduction.

==> picture [45 x 45] intentionally omitted <==

Website: – Website expenses increased 49% or $192,612 to $583,006 for the 3 months ended September 30, 2020 compared to $390,394 for the same period in 2019. Increased cloud storage and support related to the acquisitions and company growth were the cause of the increases in these comparative periods.

Other Expenses: – Other expenses decreased 18% or $65,691 to $299,491 for the 3 months ended September 30, 2020 compared to $365,182 for the same period in 2019. The decrease is largely a result of timing and certain expenses which did not recur.

Employee Benefits expenses: – Staff expenses increased 26% or $644,625 to $3,132,481 for the 3 months ended September 30, 2020 compared to $2,487,856 for the same period in 2019. Staff related expenses increased from the Logo acquisition and increased advisor fees.

Operating expenses: - Operating expenses represents Logo’s direct production expenses. The expenses were $6,316,333 for the 3 months and the 3 months ended September 30, 2020 and nil for the same period in 2019.

Share-Based payment expenses:

Share-based payment costs decreased 94% or $524,874 to $35,003 for the 3 months ended September 30, 2020 compared to $559,877 for the same period in 2019 due to changes in both valuations and participants. The movement in the 3 months is actuarially determined based on several factors including option expiry and other changes.

Income Tax Expense:

GetSwift is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

During the 3 months ended September 30, 2020 and 2019, the groups income tax expense was $161,870 and $55,980.

Total Assets and Long-Term Liabilities:

For the 3 months ended September 30 2020 Total Assets was $62,799,764 a decrease for the quarter of $13,155,300 or 17 %, The Total Assets movement was the result of operations which saw movement in trade receivables, inventories and intangible assets and a decrease in cash from operations.

For the 3 months ended September 30 2020 Total Long Term Liabilities was $3,546,898 an increase over the quarter of $696,889 or 24 %, The Total Long Term Liabilities movement was primarily the result of the US Governments Care’s Act PPP loan which is expect to be fully forgiven.

Net Loss and Earnings per Share:

Net loss from continuing operations for the 3 months ended September 30, 2020 was $10,124,910 compared to $4,225,284 for the same period in 2019. On a per share basis this translated into a net loss per diluted share of 5.64 cents for the 3 months ended September 30, 2020 compared to net loss per diluted share of 2.48 cents for the same period in 2019.

The weighted average number of shares outstanding was 207,841,336 on September 30, 2020, compared to 188,524,310 on September 30, 2019.

Net cash flows (outflows) from operating activities (“CFO”):

For the 3 months ended September 30, 2020, CFO increased in outflow of $13,376,731 to $17,026,435 compared to $3,649,704 during the same period in 2019, representing an increase of 367%. The increase was related to the timing of payments to suppliers and the results of Logo.

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Quarterly Results:

Quarterly Results

$'000, except for per share amounts - Cents

Operating Revenue
Non Operating Income
Total
Total comprehensive loss for the period
Net cash (Outflow) from operating activities
Loss per share for the loss attributable to the ordinary equity holders
of the company
Basic & Diluted - Cents

3 months ending

Mar 19
Jun 19
Sep 19
Dec 19
Mar 20
Jun 20
Sep 20
$'000
$'000
$'000
$'000
$'000
$'000
$'000
600
988
1,165
1,675
8,826
13,297
10,482
526
346
602
326
285
413
334
1,126
1,334
1,767
2,001
9,111
13,710
10,816
(8,185)
(5,120)
(4,225)
(8,320)
(3,207)
(15,489)
(10,125)
(5,057)
(6,671)
(3,650)
(7,510)
(6,178)
(8,483)
(17,026)
(4.35)
(2.60)
(2.48)
(4.23)
1.19
(11.04)
(5.64)

The company has seen continued growth in revenue in its Communication Technology Services segment through the Logo acquisition and on boarding of clients onto the company’s software services. There have been no companywide price increases over the period. The business does not see significant seasonal fluctuations that would affect its quarterly results. The company continued to invest in its platform and continued expansion into the US and European market which is reflected in the continued losses and increase in cashflow from operations for the four periods shown. There may be fluctuations in operating expenses which include changes in provisions, receipt of R&D claims and foreign exchange gains and losses. These results have been prepared under IFRS for the period.

Liquidity:

The company’s cash position decreased by $49,001,583 to $16,185,683 during the 12 months ended September 30, 2020, resulting largely from net cash used in operations, the Logo acquisition, and reduced by the effect of exchange rates. The company’s net cash position is $13,791,267 net of the $2,394,416 which represent balances outstanding on the lines of credit.

Total assets decreased $13,155,300 from $75,955,064 on June 30, 2020 to $62,799,764 on September 30, 2020. The decrease is the aforementioned impact of cash.

Current liabilities decreased by $4,457,282 from $22,712,930 on June 30, 2020 to $18,255,648 on September 30, 2020. The decrease is primarily due to trade payables resulting in a net reduction of $4,652,079.

==> picture [37 x 63] intentionally omitted <==

Statement of Cashflows

Cash flows from operating activities Receipts from customers (Inclusive of GST) Payments to suppliers and employees (Inclusive of GST) Research and development tax incentive received Income taxes paid Interest Paid interest received Net cash (Outflow) from operating activities Cash flows from investing activities Payments for plant and equipment Payments for acquisition of business Payments for Patents and Trademarks Payments for other current assets Net cash inflow (outflow) from investing activities Cash flows from financing activities Proceeds from the issue of shares Proceeds from borrowings Principal elements of lease payments Payment for letter of credit Financing for LDA facility Proceeds from line of credit Repayment of line of credit Net cash (outflow) inflow from financing activities Net (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchanges rate changes on cash and cash equivalents Cash and cash equivalents at end of period	3 Months ended September 30 3 Months ended September 30 Period Over Period Change 2020 2019 $ % $ $ 6,138,381 1,201,971 4,936,410 411% (22,953,268) (5,379,224) (17,574,044) 327% 218,147 242,963 (24,816) -10% (497,000) (55,980) (441,020) 788% (8,481) (18,850) 10,369 -55% 75,786 359,416
	(17,026,435) (3,649,704) (13,376,731) 367%
	(131,031) (7,139) (123,892) 1735% - (1,358,280) 1,358,280 -100% - (4,238) 4,238 -100% - (2,731) 2,731 -100%
	(131,031) (1,372,388) 1,241,357 -90%
	685,000 - 685,000 0% 1,061,033 - 1,061,033 0% (64,820) (143,170) 78,350 -55% (2,180,642) - (2,180,642) 0% (437,130) - (437,130) 0% 2,946,000 - 2,946,000 0% (1,370,578) - (1,370,578) 0%
	638,863 (143,170) 782,033 -546%
	(16,518,603) (5,165,262) (11,353,341) 220% 33,949,125 68,809,011 (34,859,886) -51% (1,244,839) 1,543,517 (2,788,356) -181%
	16,185,683 65,187,266 (49,001,583) -75%

The net cash flows from operating activities were $(17,026,435) for the 3 months ended September 30, 2020 resulting from higher than normal payments to vendors which are not expected to recur and deferred receipts from customers which are still expected to be collected.

The net cash flows used in investing activities during the 3 months ended September 30, 2020 were $(131,031).

The net cash flows used in financing activities in the 3 months ended September 30, 2020 was $638,683 is primarily the result of the PPP Loan and increased lines of credit, offset by the letter of credit cash restrictions.

A majority of the Company's cash is held in US dollars and the effect exchange rates had an unfavorable impact on cash $1,244,839.

Capital Resources and Commitments: -

In March 2020, GetSwift Limited entered into a put option agreement with LDA Capital LLC, a United States based private alternative investment group, which have agreed to provide the company with up to US$45 million (AU$63 million) in committed equity capital over the next 36 months.

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Other commitments:

The group leases various offices under non-cancellable operating leases expiring within 2 and 35 months. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. The group also has a number of equipment leases which extend out not more than 57 months. Our lease commitments are detailed below.

Contractual Obligations September 30, 2020

Payments Due By Period

	Payments Due By Period
America's EMEA	Total < 1 year 1-3 years 4-5 years > 5 years $ $ $ $ $ 225,258 225,258 - - - 761,855 311,277 396,051 54,526 -
	987,112 536,535 396,051 54,526 -

Contingencies:

Raffaele Webb v GetSwift Limited & Anor NSD 580 of 2018

On 20 February 2018, Squire Patton Boggs commenced an open class representative proceeding in the Federal Court of Australia against GetSwift and Mr Joel Macdonald (the Perera Proceeding).

suffered resulting loss and that the defendants are liable to compensate them for the amount of the loss and damage suffered by them.

All defendants are vigorously defending the proceeding.

The parties have filed their expert evidence. A further mediation commenced on 4 November 2020. The mediation is ongoing. The parties are otherwise in the process of preparing for trial.

At the interlocutory hearing on 13 August 2020, the trial date was vacated. A new trial date has not been set.

that GetSwift will acquire any interest in a third party;
that GetSwift will acquire any asset or interest in an asset where the consideration payable is in excess of $1 million; or
that GetSwift will transfer any of its assets to a Related Body Corporate,

where the implementation of that decision would involve the transfer to a place outside Australia of any assets of the first respondent that are currently held in Australia.

The Asset Notification Application has been listed for hearing on 23 December 2020.

Australian Securities and Investments Commission v GetSwift Limited & others Federal Court of Australia VID 146 of 2019

take all reasonable steps to mitigate the risk of GetSwift engaging in misleading conduct or not disclosing material information).

All defendants are vigorously defending the proceeding.

Related Party Transactions:

Material Subsidiaries

The group’s principal subsidiaries on September 30, 2020 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or registration is also their principal place of business.

Name of entity	Place of business/ country of incorporation	Ownership interest held by the group		Ownership interest held by non- controlling interests
		2020	2019	2020	2019
		%	%	%	%
Get Swift Logistics Pty Ltd	Australia	100	100	-	-
GetSwift, Inc.	United States	100	100	-	-
GetSwift DOO	Serbia	100	100	-	-
Marketplace Connect Pty Ltd	Australia	100	100	-	-
Liquorun Pty Ltd	Australia	100	100	-	-
Distributed Logistics Pty Ltd	Australia	100	100	-	-
Logo d.o.o.*	Serbia	60	-	40	-

the non-controlling interests hold 40% of the voting rights of L.o.g.o Belgrade.

Foreign Currency Exposure:

Off-Balance Sheet Arrangements:

We have not entered into off-balance sheet financing arrangements.

Proposed Transactions:

We seek potential acquisition targets on an ongoing basis and may complete several acquisitions in any given fiscal year.

Critical Accounting Estimates:

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

We provide an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong.

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Significant estimates and judgements

The areas involving significant estimates or judgements are:

Recognition of revenue
Estimated useful life of intangible assets
Estimation of employee benefit obligations
Estimation of fair values of intangible assets acquired in a business combination
Estimation of fair values of contingent purchase consideration in a business combination
Estimation of share-based payments
Estimation of expected credit losses
Estimation of impairment of inventories
Estimation of useful lives of assets

Coronavirus (COVID-19) pandemic

Revenue from contracts with customers involving sale of services

Allowance for expected credit losses

Provision for impairment of inventories

Estimation of useful lives of assets

Goodwill and other indefinite life intangible assets

Impairment of non-financial assets other than goodwill and other indefinite life intangible assets

Income tax

Incremental borrowing rate

Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the consolidated entity estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-ofuse asset, with similar terms, security and economic environment.

Employee benefits provision

Lease make good provision

As required, provisions are made for the present value of anticipated costs for future restoration of leased premises. The provision includes future cost estimates associated with closure of the premises.

The calculation of this provision requires assumptions such as application of closure dates and cost estimates. The provision recognised for each site is periodically reviewed and updated based on the facts and circumstances available at the time. Changes to the estimated future costs for sites are recognised in the statement of financial position by adjusting the asset and the provision. Reductions in the provision that exceed the carrying amount of the asset will be recognised in profit or loss.

Warranty provision

Business combinations

Share Capital:

As of September 30, 2020, there were 215,629,796 (June 30, 2020: 107,119,843) common shares outstanding.

The number options as of September 30, 2020 were 10,944,417 (June 30, 2020: 14,369,417). These are considered to be anti-dilutive and therefore were excluded from the diluted weighted average number of ordinary shares calculation.

As of November 20, 2020 there were 215,354,419 common shares outstanding.

Reporting Issuers with Significant Equity Investees:

The Group had a 40% non-controlling interest due to Logo. The non-controlling share of the comprehensive income for the period was $241,138. The non-controlling interest in the equity of the company on September 30, 2020 was $6,444,652.

Risks and Uncertainties:

Financial Projections May Prove Materially Inaccurate or Incorrect

information or other information customarily used in preparing such estimates, projections and other forward-looking statements. Such forward-looking information is based on assumptions of future events that may or may not occur, which assumptions may not be disclosed in such documents. Investors should inquire of the Corporation and become familiar with the assumptions underlying any estimates, projections or other forward-looking statements. Projections are inherently subject to varying degrees of uncertainty and their achievability depends on the timing and probability of a complex series of future events. There is no assurance that the assumptions upon which these projections are based will be realized. Actual results may differ materially from projected results for a number of reasons including increases in operation expenses, changes or shifts in regulatory rules, undiscovered and unanticipated adverse industry and economic conditions, and unanticipated competition. Accordingly, investors should not rely on any projections to indicate the actual results the Corporation and its subsidiaries might achieve. See "ForwardLooking Statements" and "Future-Oriented Financial Information".

Going-Concern Risk

The directors believe that there are reasonable grounds to believe that the group will be able to continue as a going concern, after consideration of the following factors:

the group was in a positive net current assets of $24.6 million as at 30 September 2020;
the group implemented a cost optimization plan to reduce operating cash requirements. The plan Includes significant reductions including the elimination of certain office leases, performance related compensation, as well as reductions in service delivery communications costs, advisory fees, staff costs, and various general and administrative expenses;
the group has access to the LDA Facility (as per note 4(f)) providing funds up to US $45 million, subject to the terms of the agreement. The amount of any capital call made by the group is subject to and can be limited by conditions imposed in the agreement which are dependent on certain market conditions aligning at the time of the capital call which are not directly within the group’s control; and
• the group has a reasonable expectation that it will be able to obtain additional funds as and when required from existing shareholders or external parties until it is able to achieve profitable operations.

Accordingly, the directors believe that the group will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report.

Effect of the Arrangement on GSW’s Material Contracts

Key Personnel

GSW’s success has depended and continues to depend upon its ability to attract and retain key management, including the its President, Chief Executive Officer, Chief Operating Officer, Chief

Financial Officer, Chief Technical Officer, and other technical experts, each of whom will continue to serve the Corporation in such capacity. The Corporation does not maintain key person life insurance policies on any employees. The Corporation will attempt to enhance its management and technical expertise by continuing to recruit qualified individuals who possess desired skills and experience in certain targeted areas. The Corporation's inability to retain employees and attract and retain sufficient additional employees or scientific and technical support resources could have a material adverse effect on the Corporation's business, results of operations, sales, cash flow or financial condition. Shortages in qualified personnel or the loss of key personnel could adversely affect the financial condition of the Corporation and results of operations of the business and could limit the Corporation's ability to develop and market its services and products. The loss of any of the Corporation's senior management or key employees could materially adversely affect the Corporation's ability to execute its business plan and strategy, and the Corporation may not be able to find adequate replacements on a timely basis, or at all.

Negative Cash Flow

Clients may Terminate Accounts

Clients may terminate their relationship with GSW at any time, subject to the terms of the contractual agreement between GSW and such clients. In addition, clients may continue their contractual arrangement with GSW but cease use of the GetSwift Offering. If a significant number of clients were to terminate their arrangements with GSW as permitted under the terms of the agreement with such clients, or if payper-use clients continue their arrangement with GSW but do not continue to utilize the GetSwift Offering, this may have an adverse impact on the Corporation’s business, financial position, results of operations, cash flows and prospects.

Ongoing Costs and Obligations

The Corporation expects to incur significant ongoing costs and obligations related to its investment in infrastructure and growth and for regulatory compliance, which could have a material adverse impact on the Corporation's results of operations, financial condition and cash flows. In addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Corporation's operations, increase compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Corporation. The Corporation's efforts to grow the business may be costlier than expected, and GSW may not be able to increase revenue enough to offset any higher operating expenses. GSW may incur significant losses in the future for a number of reasons and unforeseen expenses, difficulties, complications and delays, and other unknown events. If GSW is unable to achieve and sustain profitability, the market price of the Common Shares may significantly decrease.

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Additional Financing

The operation of the Corporation's facilities and business are capital intensive. In order to execute the anticipated growth strategy, the Corporation may require additional equity and/or debt financing to support on-going operations, to undertake capital expenditures or to undertake acquisitions or other business combination transactions.

There can be no assurance that additional financing will be available to the Corporation when needed or on terms which are acceptable. The Corporation's inability to raise financing to support on-going operations or to fund capital expenditures or acquisitions could limit the Corporation's growth and may have a material adverse effect upon future profitability. The Corporation may require additional financing to fund its operations to the point where it is generating positive cash flows.

Product and services Distribution and Usability

Success of Quality Control Systems

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Dependence on Suppliers and Skilled Labour

Management of Growth

Reputational Harm

Legal Proceedings

Epidemics and Pandemics

Events occurring after the reporting period:

On November 9, 2020 shareholders voted in favour of the proposed scheme of arrangement pursuant to which GetSwift Technologies Limited (Holdco) will acquire all of the ordinary shares in GetSwift to effect the re-domiciliation of GetSwift.

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SCHEDULE "C" – AUDIT COMMITTEE CHARTER

GETSWIFT TECHNOLOGIES LIMITED

AUDIT COMMITTEE CHARTER

I. GENERAL

1. Mandate and Purpose of the Committee

The purpose of the Audit Committee (the " Committee ") is to assist the board of directors (the " Board ") of GetSwift Technologies Limited (the " Company ") in fulfilling its oversight responsibilities relating to:

(a) the integrity of the Company's financial statements;
(b) the Company's compliance with legal and regulatory requirements, as they relate to the Company's financial statements;
(c) the qualifications, independence and performance of the external auditor;
(d) internal controls and disclosure controls;
(e) the performance of the Company's internal audit function; and
(f) performing the additional duties set out in this Charter or otherwise delegated to the Committee by the Board.

2. Authority of the Committee

(a) The Committee has the authority to:
(i) engage independent counsel and other advisors as it determines necessary to carry out its duties;
(ii) set and pay the compensation for any advisors employed by the Committee; and
(iii) communicate directly with the internal and external auditors.
(b) The Committee has the authority to delegate to individual members or subcommittees of the Committee.

II. PROCEDURAL MATTERS

1. Composition

The Committee will be composed of a minimum of three members.

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2. Member Qualifications

Members of the Committee must state whether or not they are (i) " independent " as defined in National Instrument 52-110 – Audit Committees and (ii) " financially literate " as defined in National Instrument 52110 – Audit Committees.

3. Member Appointment and Removal

Members of the Committee will hold office until the next annual meeting of the shareholders.

4. Committee Structure and Operations

(a) Chair

Each year, the Board will appoint one member of the Committee to act as Chair of the Committee. The Chair of the Committee may be removed at any time at the discretion of the Board. If, in any year, the Board does not appoint a Chair, the incumbent Chair will continue in office until a successor is appointed.

If the Chair of the Committee is absent from any meeting, the Committee will select one of the other members of the Committee to preside at that meeting.

(b)

Meetings

The Chair of the Committee will be responsible for developing and setting the agenda for Committee meetings. The Chair, in consultation with the Committee members, will determine the schedule and frequency of the Committee meetings. However, the Committee will meet at least four times per year.

(c)

Notice

(i) Notice of the time and place of every meeting will be given by email or by phone to each member of the Committee at least 24 hours before the time fixed for that meeting.
(ii) The external auditor of the Company will be given notice of every meeting of the Committee and, at the expense of the Company, will be entitled to attend and be heard at that meeting.
(iii) If requested by a member of the Committee, the external auditor will attend every meeting of the Committee held during the term of office of the external auditor.

(d) Quorum

A majority of the Committee will constitute a quorum. No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present in person or by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously.

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(e) Attendees

The Committee may invite any of the directors, officers and employees of the Company and any advisors as it sees fit to attend meetings of the Committee.

During each meeting of the Committee, the Committee will meet with only Committee members present in person or by other permitted means.

(f) Secretary

Unless otherwise determined by resolution of the Board, the corporate secretary of the Company, or his or her nominee, will act as the Secretary to the Committee.

(g) Records

Minutes of meetings of the Committee will be recorded and maintained by the Secretary to the Committee and will be subsequently presented to the Committee for review and approval.

(h) Liaison

The Chief Financial Officer will act as management liaison with the Committee.

5. Committee and Charter Review

The Committee will conduct an annual review and assessment of its performance, effectiveness and contribution, including a review of its compliance with this Charter, in accordance with the process developed by the Board. The Committee will conduct that review and assessment in such manner as it deems appropriate and report the results to the Board.

The Committee will also review and assess the adequacy of this Charter on an annual basis, taking into account all legislative and regulatory requirements applicable to the Committee, as well as any best practice guidelines recommended by regulators or an applicable stock exchange, and will recommend any required or desirable changes to the Board.

6. Reporting to the Board

The Committee will report to the Board in a timely manner with respect to each of its meetings held. This report may take the form of circulating copies of the minutes of each meeting held.

III. RESPONSIBILITIES

1. Financial Reporting

(a) The Committee is responsible for reviewing and recommending approval to the Board of:
(i) the Company's financial statements, MD&A and annual and interim profit or loss news releases; and
(ii) prospectus type documents.

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(b) The Committee is also responsible for:
(i) discussing with management and the external auditor the quality of generally accepted accounting principles (" GAAP "), not just the acceptability of GAAP;
(ii) discussing with management any significant variances between comparative reporting periods and across comparable business units;
(iii) in the course of discussion with management and the external auditor, identifying problems or areas of concern and ensuring those matters are satisfactorily resolved;
(iv) engaging the external auditor to perform a review of the interim financial reports and reviewing their findings, however, no formal report from the external auditor will be required;
(v) reviewing the financial statements of the Company's subsidiaries, as well as the consolidated financial statements and financial statements for the Company pension plans, joint ventures and the like;
(vi) requiring a representation letter from management similar to that provided by the external auditor; and
(vii) reviewing all financial information and earnings guidance provided to analysts and rating agencies.

2. External Auditor

(a) The Company's external auditor is required to report directly to the Committee.
(b) The Committee is responsible for recommending to the Board:
(i) the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company; and
(ii) the compensation of the external auditor.
(c) The Committee is directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting.

3. Relationship with the External Auditor

(a) The Committee is responsible for reviewing the proposed audit plan and the proposed audit fees (to ensure fee containment).
(b) The Committee is also responsible for:

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(i) establishing effective communication processes with management and the external auditor so that it can objectively monitor the quality and effectiveness of the external auditor's relationship with management and the Committee;
(ii) receiving and reviewing regular reports from the external auditor on the progress against the approved audit plan, important findings, recommendations for improvements and the auditors' final report;
(iii) reviewing, at least annually, a report from the external auditor on all relationships and engagements for non-audit services that may reasonably be thought to bear on the independence of the auditor;
(iv) meeting regularly in private with the external auditor; and
(v) receiving at least annually a report by the external auditor on the audit firm's internal quality control.

4. Accounting Policies

The Committee is responsible for:

(a) reviewing the Company's accounting policy note to ensure completeness and acceptability with GAAP as part of the approval of the financial statements;
(b) proactively discussing and reviewing the impact of proposed changes in accounting standards or securities policies or regulations;
(c) reviewing with management and the external auditor any proposed changes in major accounting policies and key estimates and judgments that may be material to financial reporting;
(d) ensuring by discussion with management and the external auditor that the underlying accounting policies, disclosures and key estimates and judgments are considered to be the most appropriate in the circumstances (within the range of acceptable options and alternatives);
(e) discussing with management and the external auditor the clarity and completeness of the Company's financial disclosures made under continuous disclosure requirements; and
(f) reviewing benchmarks of the Company's accounting policies to those followed in its industry.

5. Risk and Uncertainty

(a) The Committee is responsible for reviewing, as part of its approval of the financial statements, uncertainty notes and disclosures.
(b) The Committee, in consultation with management, will identify the principal business risks and decide on the Company's "appetite" for risk. The Committee is responsible for reviewing related risk management policies and recommending those policies for approval by the Board.

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The Committee is then responsible for communicating and assigning to the applicable Board committee those policies for implementation and ongoing monitoring.

(c) The Committee is responsible for requesting the external auditor's opinion of management's assessment of significant risks facing the Company and how effectively they are being managed or controlled.

6. Controls and Control Deviations

(a) The Committee is responsible for reviewing:
(i) the plan and scope of the annual audit with respect to planned reliance and testing of controls; and
(ii) major points contained in the auditor's management letter resulting from control evaluation and testing.
(b) The Committee is also responsible for:
(i) receiving reports from management when significant control deviations occur;
(ii) establishing a Company-wide culture that conveys basic values of ethical integrity as well as legal compliance and strong financial reporting and control;
(iii) reviewing plans of the internal and external auditors to ensure the combined evaluation and testing of control is comprehensive, well-coordinated, cost effective and appropriate to risks, business activities and changing circumstances;
(iv) participating in the review and appointment of key people involved in financial reporting (i.e., the Chief Financial Officer, the manager of internal audit, etc.);
(v) reviewing Chief Executive Officer and Chief Financial Officer certification matters including matters relating to disclosure controls and procedures;
(vi) reviewing annually a formal report prepared by management on the effectiveness of the Company's control systems;
(vii) reviewing fraud prevention policies and programs and monitoring their implementation; and
(viii) examining whether extension of its oversight of control systems into non-financial areas (e.g., operations) is appropriate.

7. Compliance with Laws and Regulations

(a) The Committee is responsible for discussing the Company's compliance with tax and financial reporting laws and regulations, if and when issues arise.

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(b) The Committee is responsible for reviewing regular reports from management and others (e.g., internal and external auditors) concerning the Company's compliance with financial related laws and regulations, such as:
(i) tax and financial reporting laws and regulations;
(ii) legal withholdings requirements;
(iii) environmental protection laws; and
(iv) other matters for which directors face liability exposure.
(c) The Committee is responsible for providing input to and reviewing the Company's Code of Business Conduct and Ethics.
(d) The Committee is responsible for expanding its review to include a broader set of laws and regulations that must be complied with (e.g., compliance with privacy laws in electronic commerce systems).
(e) The Committee with other Board committees is responsible for annually reviewing reports from other Board committees on management's processes to ensure compliance with the Company's Code of Business Conduct and Ethics.

8. Relationship with the Internal Auditor

(a) The Committee is responsible for reviewing:
(i) the appointment of the internal auditor;
(ii) the internal auditor's terms of reference;
(iii) the overall scope of the internal audit;
(iv) the majority of reports issued by the internal auditor; and
(v) management's response to the internal auditor's reports.
(b) The Committee is responsible for approving the reporting relationship of the internal auditor to ensure appropriate segregation of duties is maintained and the internal auditor has direct access to the Committee.
(c) The Committee is responsible for ensuring that the internal auditor's involvement with financial reporting is coordinated with the activities of the external auditor.
(d) If no internal audit function exists, the Committee is responsible for regularly reviewing the need for such a function.

9. Other Responsibilities and Issues

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(a) The Chair of the Committee is responsible for ensuring the information received by the Committee is responsive to important performance measures and to the key risks the Committee oversees.
(b) The Committee is responsible for the investigation of any matters that fall within the Committee's responsibilities and has the explicit authority to do so.
(c) The Committee is responsible for receiving and reviewing reports from the internal and external auditors on their review of the officer and senior executive expense accounts.
(d) The Committee is responsible for approving policies on political donations and commissions paid to suppliers or customers and for receiving reports from the internal and/or external auditors on their review of those donations and commissions.
(e) The Committee is responsible for reviewing and providing management with its views on funding matters, financing strategies, capital structure etc., as well as appropriate accounting and presentation issues related thereto.

10. Pre-Approval of Non-Audit Services

The Committee is responsible for pre-approving all non-audit services to be provided to the Company or its subsidiary entities by the Company's external auditor.

11. Review of Public Disclosure

The Committee will review the following disclosures in advance of their public release by the Company:

(a) the Company's financial statements, MD&A and annual and interim profit or loss news releases;
(b) earnings guidance; and
(c) financial outlooks and future-oriented financial information;

The Committee is responsible for being satisfied that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements and must periodically assess the adequacy of those procedures.

12. Submission Systems and Treatment of Complaints

The Committee is responsible for establishing procedures for:

(a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
(b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

13. Hiring Policies

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The Committee is responsible for reviewing and approving the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company.

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CERTIFICATE OF THE CORPORATION

Dated: January 4, 2021

This Prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this Prospectus as required by the securities legislation of British Columbia and Ontario .

“Bane Hunter ” BANE HUNTER Chief Executive Officer

“Robert Bardunias ” ROBERT BARDUNIAS Chief Financial Officer

On behalf of the Board of Directors

“ Joel Macdonald” JOEL MACDONALD Director

“ Carl Mogridge CARL MOGRIDGE Director

CERTIFICATE OF THE PROMOTERS

Dated: January 4, 2021

“ Bane Hunter ” BANE HUNTER Promoter

“ Joel Macdonald” JOEL MACDONALD Promoter

AI assistant

GetSwift Technologies Limited — Capital/Financing Update 2021

47973_rns_2021-01-04_d11dc483-39a4-4f1b-b091-adeb0ba213be.pdf

FINAL PROSPECTUS

New Issue

GETSWIFT TECHNOLOGIES LIMITED

Up to 30,764,917 Common Shares and 1,388,167 Option Shares, all issuable in connection with the Arrangement (as such terms are defined herein)

The Qualifying Securities are not available for purchase pursuant to this Prospectus and no additional funds are to be received by the Corporation from the distribution of Qualifying Securities (other than for any proceeds received upon the due exercise of GSW Options).

TABLE OF CONTENTS

GLOSSARY

GENERAL MATTERS

FORWARD-LOOKING STATEMENTS

FUTURE-ORIENTED FINANCIAL INFORMATION

FINANCIAL STATEMENT PRESENTATION IN THIS PROSPECTUS

Schedule A - GetSwift Financial Statements

Schedule B - GSW Financial Statements and Management's Discussion & Analysis

EXCHANGE RATE INFORMATION

TRADEMARKS AND TRADE NAMES

PROSPECTUS SUMMARY

THE CORPORATION & THE GETSWIFT GROUP

Name, Address and Incorporation

Intercorporate Relationships

GetSwift Limited

Get Swift Logistics Pty Ltd.

GetSwift, Inc.

GetSwift, d.o.o.

Logo, d.o.o.

Our Corporate Structure

Our History

Restructuring of Liquorun, GetSwift and Completion of the IPO

Development of GetSwift Following its IPO

OUR BUSINESS

Our Products & Services

Customers

Business Strategy

Industry Competition

Intangible Properties

Environmental Protections

Foreign Operations

Employees, Specialized Skill and Knowledge

Reorganizations

OUR RESEARCH AND DEVELOPMENT

History and Development

Our Research and Development Activities

GSW’s current R&D activities include:

OUR INTELLECTUAL PROPERTY

Trade secrets and Know-how

Trademarks

DIVIDEND POLICY

SUMMARY OF SELECTED FINANCIAL INFORMATION

Historical Financial Information

MANAGEMENT'S DISCUSSION AND ANALYSIS

DESCRIPTION OF OUR SECURITIES

Authorized Share Capital

Common Shares

Preferred Shares

Corporation Options

LDA Options

CONSOLIDATED CAPITALIZATION

GSW OPTIONS

PRIOR SALES

The Corporation

Notes:

GSW

Notes:

PLAN OF DISTRIBUTION

Ineligible Foreign Shareholders

Corporate Structure after the Arrangement

Conditions

Application for listing

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

PRINCIPAL SHAREHOLDERS

Notes:

DIRECTORS AND EXECUTIVE OFFICERS

Cease Trade Orders, Bankruptcies, Penalties or Sanctions and Conflicts of Interest

Cease Trade Orders

Bankruptcies

Penalties or Sanctions

Conflicts of Interest

Management

GetSwift Technologies Limited Capital/Financing Update 2021