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HIREMII LIMITED Interim / Quarterly Report 2021

May 6, 2021

65064_rns_2021-05-06_67a16fcf-e838-4fff-8d46-5112803cdd98.pdf

Interim / Quarterly Report

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ONCONTRACTOR PTY LTD ABN 93 609 820 402

Interim Report - 31 December 2020

ONCONTRACTOR PTY LTD Directors' report 31 December 2020

The directors present their report, together with the financial statements of Oncontractor Pty Ltd (referred to hereafter as the 'company'') and the entities it controlled at the end of, or during, the half-year ended 31 December 2020.

Directors

The following persons were directors of Oncontractor Pty Ltd during the whole of the financial half-year and up to the date of this report, unless otherwise stated:

Christopher Brophy (appointed 28 July 2020, resigned 9 December 2020; reappointed 18 January 2021) Conor O’Brien (appointed 28 July 2020)

Andrew Kirkwood (appointed 28 July 2020, resigned 23 December 2020) David Buckingham (appointed 15 September 2020, resigned 8 December 2020)

Principal activities

During the financial half-year the principal continuing activities of the Company consisted of:

  • Labour hire

  • Recruitment

  • Software as a service

Review of operations

The loss for the Company after providing for income tax amounted to $1,545,121 (2019: $675,665).

Significant Changes in State of Affairs

There were no significant changes in the state of affairs of the Company during the financial half-year.

Significant Events after Reporting Date

On 19 February 2021, Hiremii Ltd acquired all the issued capital of Oncontractor Pty Ltd through Share Sale Agreements executed by all individual shareholders of Oncontractor Pty Ltd.

Subsequent to period end, Oncontractor raised $500,000 (before costs) through the issue of Convertible Notes. The Convertible Notes will convert into fully paid ordinary shares in Hiremii Ltd at the IPO. The conversion price will be 14c (or 30% discount to the listing price) and will result in the issue of 3,571,429 shares in the capital of Hiremii Limited.

The impact of the Coronavirus (COVID-19) pandemic is ongoing. 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 matters or circumstances have arisen since the end of the reporting date which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.

On behalf of the directors

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_________Christopher Brophy Director

15 March 2021 Perth

1

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RSM Australia Partners

Level 32, Exchange Tower 2 The Esplanade WA 6000 GPO Box R1253 Perth WA 6844

T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111

www.rsm.com.au

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the review of the financial report of Oncontractor Pty Ltd for the half-year ended 31 December 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 review; and

  • (ii) Any applicable code of professional conduct in relation to the review.

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David Wall Partner RSM Australia Partners

Perth, WA Dated: 15 March 2021

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

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

ONCONTRACTOR PTY LTD Contents 31 December 2020

Statement of profit or loss and other comprehensive income 4
Statement of financial position 5
Statement of changes in equity 6
Statement of cash flows 7
Notes to the financial statements 8
Directors' declaration 11
Independent auditor's review report to the members of Oncontractor Pty Ltd 12

General information

The financial statements cover Oncontractor Pty Ltd at the end of, or during, the half-year. The financial statements are presented in Australian dollars, which is Oncontractor Pty Ltd's functional and presentation currency.

Oncontractor Pty Ltd is a proprietary limited company, incorporated and domiciled in Australia. Its registered office and principal place of business are:

Registered office Principal place of business 198 Stirling Street 198 Stirling Street Perth WA 6000 Perth WA 6000

A description of the nature of the Company’s operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 15 March 2021.

3

ONCONTRACTOR PTY LTD Statement of profit or loss and other comprehensive income For the half-year ended 31 December 2020

Note
Revenue
Sales revenue
4
Other income
Expenses
Operating expenses
Employee benefit expenses
Research & Development expenses
Professional and consulting fees
Depreciation and amortisation expenses
Other expenses
Finance costs
Loss before income tax expense
Income tax expense
Loss after income tax expense for the half-year
Other comprehensive income for the half-year, net of tax
Total comprehensive loss for the half-year
Loss per share attributable to the owners of Oncontractor Pty Ltd
Basic and diluted loss per share (cents per share)
31 Dec 2020
$
3,523,651
17,500
(3,233,040)
(908,506)
(325,042)
(268,215)
(53,888)
(276,079)
(21,502)
31 Dec 2019
(unaudited)
$
2,649,971
5,207
(2,413,944)
(217,165)
(337,294)
(176,375)
(43,473)
(132,544)
(10,048)
31 Dec 2019
(unaudited)
$
2,649,971
5,207
(2,413,944)
(217,165)
(337,294)
(176,375)
(43,473)
(132,544)
(10,048)
(1,545,121)
-
(675,665)
-
(1,545,121) (675,665)
- -
(1,545,121) (675,665)
Cents
(2.74)
Cents
(1.33)

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

4

ONCONTRACTOR PTY LTD Statement of financial position As at 31 December 2020

Note
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Receivable from related parties
Other current receivables
Total current assets
Non-current assets
Property, plant & equipment
Right of use assets
Web development
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Lease liabilities
5
Employee benefits
Borrowings
6
Total current liabilities
Non-current liabilities
Lease liabilities
5
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
7
Reserves
Accumulated losses
Total equity
31 Dec 2020
$
508,670
440,173
77,762
-
30 Jun 2020
$
1,981,117
956,000
-
185,410
1,026,605 3,122,527
22,654
77,882
72,307
14,206
127,573
-
172,843 141,779
1,199,448 3,264,306
1,530,643
41,566
-
2,285,000
1,972,091
63,812
34,797
2,285,000
3,857,209 4,355,700
50,269 71,515
50,269 71,515
3,907,478 4,427,215
(2,708,030) (1,162,909)
1,631,692
320,645
(4,660,367)
1,631,692
320,645
(3,115,246)
(2,708,030) (1,162,909)

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

5

ONCONTRACTOR PTY LTD Statement of changes in equity For the half-year ended 31 December 2020

Consolidated
Balance at 1 July 2019
Loss after income tax expense for the half-year
Other comprehensive income for the half-year,
net of tax
Total comprehensive loss for the half-year
Issue of ordinary shares, net of transaction
costs
Balance at 31 December 2019
Consolidated
Balance at 1 July 2020
Loss after income tax expense for the half-
year
Other comprehensive income for the half-
year, net of tax
Total comprehensive loss for the half-year
Balance at 31 December 2020
Issued
Capital
$
976,712
-
-
Other
equity
$
194,000
-
-
-
(194,000)
-
Other
equity
$
-
-
-
Reserves
$
Accumulated
losses
$
-
(1,203,204)
-
(675,665)
-
-
-
-
(675,665)
-
-
(1,878,869)
Reserves
$
Accumulated
losses
$
320,645
(3,115,246)
-
(1,545,121)
-
-
(1,545,121)
320,645
(4,660,367)
Total
equity
$
(32,492)
(675,665)
-
(675,665)
503,000
(205,157)
Total
equity
$
(1,162,909)
(1,545,121)
-
-
697,000
1,673,712
Issued
capital
$
1,631,692
-
-
- - (1,545,121)
1,631,692 - (2,708,030)

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

6

ONCONTRACTOR PTY LTD Statement of cash flows For the half-year ended 31 December 2020

Note
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest Received
Other revenue
Interest and finance costs paid
Net cash used in operating activities
11
Cash flows from investing activities
Payments for property, plant and equipment
Payment for intangibles
Net cash used in investing activities
Cash flows from financing activities
Proceeds from borrowings
Proceeds from issue of shares
Repayment of lease liabilities
Net cash from / (used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial half-year
Cash and cash equivalents at the end of the financial half-year
31 Dec 2020
$
4,039,382
(5,489,479)
31 Dec 2019
(unaudited)
$
1,781,989
(2,410,149)
96
17,500
(21,502)
-
-
(6,820)
(1,454,003) (634,980)
(12,645)
(72,307)
(19,647)
-
(84,952) (19,647)
110,000
-
(43,492)
337,202
487,000
(33,005)
66,508 791,197
(1,472,447)
1,981,117
136,570
256,400
508,670 392,970

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

7

ONCONTRACTOR PTY LTD Notes to the financial statements 31 December 2020

Note 1. Significant accounting policies

These general purpose financial statements for the interim half-year reporting period ended 31 December 2020 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.

These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2020 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

The Company has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Note 2. Going concern

These financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business.

As disclosed in the financial statements, the company incurred a loss of $1,545,121, had net cash outflows from operating activities and investing activities of $1,454,003 and $84,952 respectively for the period ended 31 December 2020. As at that date, the company had net current liabilities of $2,830,604 and net liabilities of $2,708,030.

The Directors are of the view that there are reasonable grounds to believe that the Company will continue as a going concern, after consideration of the following factors:

  • The company has commenced activities towards an initial public offer (IPO) scheduled to occur prior to 30 June 2021.

  • During the prior financial year, the company successfully raised $2,285,000 via issue of convertible notes for a term of 24 months from draw down date. As per terms of convertible loan agreement, on liquidity event or private placement event or change of control event, the convertible loan will be converted into variable number of shares at the lower of $0.12 and a 40% discount to the share price offered under an equity capital raising pursuant to an IPO or under the private placement investment or under the change of control event. In event other than liquidity event or private placement event or change of control event, the company has option to issue predetermined number of shares or repay cash plus interest at 8% within 14 days of the termination date.

  • As disclosed in note 10, subsequent to end of the reporting period, the company has successfully raised $500,000 via issue of convertible notes for a term of 6 months from the draw date. As per terms of convertible loan agreement, on liquidity event or private placement event or change of control event, the convertible loan will be converted into variable number of shares at the lower of $0.14 and a 30% discount to the share price offered under an equity capital raising pursuant to an IPO or under the private placement investment or under the change of control event. In event other than liquidity event or private placement event or change of control event, the company has option to issue predetermined number of shares or repay cash plus interest at 8% within 14 days of the termination date.

  • The company has the ability to curtail administrative, discretionary expenditure and overhead cash outflows as and when required.

Accordingly, the Directors believe that the company 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.

Note 3. Segment Information

The company operates predominantly in one business and geographical segment being software based labour hire and recruitment services throughout Australia.

8

ONCONTRACTOR PTY LTD Notes to the financial statements 31 December 2020

Note 4. Revenue

From continuing operations
Revenue from contracts with customers
Labour hire and recruitment services
Revenue from continuing operations
31 Dec 2020
$
3,523,651
31 Dec 2019
Unaudited
$
2,649,971
3,523,651 2,649,971

Note 5. Lease Liabilities

Current Lease liability
Non-Current Lease liability
Note 6. Current liabilities - borrowings
Convertible notes
7. Equity - issued capital
Ordinary shares - fully paid
31 Dec 2020
Shares
56,325,975
30 Jun 2020
Shares
56,325,975
31 Dec 2020
$
41,566
30 Jun 2020
$
63,812
50,269 71,515
31 Dec 2020
$
2,285,000
30 Jun 2020
$
2,285,000
31 Dec 2020
$
1,631,692
30 Jun 2020
$
1,631,692

Note 6. Current liabilities - borrowings

7. Equity - issued capital

Note 8. Equity – dividends

The Company did not declare or pay any dividends for the half year ended 31 December 2020.

Note 9. Contingent liabilities

There has been no change in contingent liabilities or contingent assets since the last annual reporting date.

9

ONCONTRACTOR PTY LTD Notes to the financial statements 31 December 2020

Note 10. Events after the reporting period

On 19 February 2021, Hiremii Ltd acquired all the issued capital of Oncontractor Pty Ltd through Share Sale Agreements executed by all individual shareholders of Oncontractor Pty Ltd.

Subsequent to period end, Oncontractor raised $500,000 (before costs) through the issue of Convertible Notes. The Convertible Notes will convert into fully paid ordinary shares in Hiremii Ltd at the IPO. The conversion price will be 14c (or 30% discount to the listing price) and will result in the issue of 3,571,429 shares in the capital of Hiremii Limited.

The impact of the Coronavirus (COVID-19) pandemic is ongoing. 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 matters or circumstances have arisen since the end of the reporting date which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

Note 11. Reconciliation of profit after income tax to net cash from operating activities

(Loss) after income tax expense for the half-year
Adjustments for:
Depreciation and amortisation
Share-based payments
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
Increase/(decrease) in trade and other payables
Increase in employee benefits
Finance Cost
Net cash used in operating activities
31 Dec 2020
$
(1,545,121)
53,888
-
513,475
(476,245)
-
-
31 Dec 2019
Unaudited
$
(675,665)
43,473
(922,783)
948,474
(31,707)
3,228
(1,454,003) (634,980)

10

ONCONTRACTOR PTY LTD Directors' declaration 31 December 2020

In the directors' opinion:

  • the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;

  • the attached financial statements and notes give a true and fair view of the Company's financial position as at 31 December 2020 and of its performance for the financial half-year ended on that date; and

  • there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.

On behalf of the directors

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_________Christopher Brophy Director 15 March 2021 Perth

11

==> picture [118 x 62] intentionally omitted <==

RSM Australia Partners

Level 32, Exchange Tower, 2 The Esplanade WA 6000 GPO Box R1253 Perth WA 6844

T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111

www.rsm.com.au

INDEPENDENT AUDITOR’S REVIEW REPORT To the Members of Oncontractor Pty Ltd

We have reviewed the accompanying half-year financial report of Oncontractor Pty Ltd ( Company ) which comprises the statement of financial position as at 31 December 2020, the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

Directors’ responsibility for the half-year financial report

The directors of the company are responsible for the preparation of the half-year 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 half-year 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 half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Company’s financial position as at 31 December 2020 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Oncontractor Pty Ltd, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year 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.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Oncontractor Pty Ltd, would be in the same terms if given to the directors as at the time of this auditor's review report .

THE POWER OF BEING UNDERSTOOD

AUDIT | TAX | CONSULTING

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

==> picture [118 x 62] intentionally omitted <==

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Oncontractor Pty Ltd is not in accordance with the Corporations Act 2001 , including:

  • (a) Giving a true and fair view of the Company’s financial position as at 31 December 2020 and of its performance for the half-year ended on that date; and

  • (b) Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

Other matters

The financial report of the Company for the year ended 30 June 2020 was audited and we expressed an unmodified opinion on that financial report on 26 November 2020. The financial report of the Company for the period ended 31 December 2019 was not audited.

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David Wall Partner RSM Australia Partners

Perth, WA Dated: 16 March 2021