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IODM LIMITED Annual Report 2016

Sep 19, 2016

65131_rns_2016-09-19_10c600ce-41a4-4b59-901a-3bf2b95750c2.pdf

Annual Report

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Limited (formerly Paradigm Metals Limited) ABN 28 102 747 133

Annual Report 30 June 2016

Corporate Directory

Directors

Mr. Damian Arena (Managing Director) Mr. Michael Bugellly (Executive Director) Mr. Mark Reilly (Non-Executive Chairman) Mr. Earle Harper (Non-Executive Director) Dr. Paul Kasian (Non-Executive Director)

Company Secretary

Ms. Paula Cowan

Registered Office and Principal Place of Business

Level 5 22 Albert Road SOUTH MELBOURNE, VIC 3205 Australia Telephone: + 61 3 9098 8689 Facsimile: + 61 8 9227 6390 www.idom.com.au

Share Registry

Automic Registry Services Pty Ltd Level 1 7 Ventnor Ave WEST PERTH WA 6005 Telephone: + 61 8 9324 2099 Facsimile: + 61 8 9321 2337

Auditors

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

Stock Exchange Listing

Australian Securities Exchange ASX Code: IOD, IODO

Contents

Page No
Directors’ Report 1
Consolidated Statement of Profit or Loss and Other Comprehensive Income 15
Consolidated Statement of Financial Position 16
Consolidated Statement of Changes in Equity 17
Consolidated Statement of Cash Flows 18
Notes to the Consolidated Financial Statements 19
Directors’ Declaration 43
Auditor’s Independence Declaration 44
Independent Auditor’s Report 45
Corporate Governance Statement 47
ASX Additional Information 57
Tenement Table 59

IODM Limited – Directors’ Report

The Directors of IODM Limited (“IODM” or the “Group”) submit the financial report of the Group for the year ended 30 June 2016. In order to comply with the provisions of the Corporations Act 2001, the Directors’ report as follows:

DIRECTORS

The names, qualifications and experience of the Group’s Directors in office during the year and until the date of this report are as follows. Directors were in office for this entire financial year unless otherwise stated.

Mr. Damian Arena – Managing Director (appointed 28 June 2016)

Mr. Arena is an accountant with broad commercial experience including the management of debt collection businesses. Prior to founding IODM Pty Ltd, Mr. Arena was the CEO of LP Gas 1, the largest LP Gas installer in the Southern Hemisphere, and managed the sale of the company to an ASX listed entity. Mr. Arena has over 20 years of experience as an investor and executive in growth companies.

In addition, Mr. Arena has been an investor and executive in a number growth companies for a number of years, including Noodle Box Group and Consolidated Collections, and has helped to achieve corporate growth through a mixture of direct sales, franchising and channelled partnering via his vast network in Australia and overseas.

Mr. Arena has not held any other listed directorships in the past three years.

Mr. Michael Bugelly – Executive Director (appointed 28 June 2016)

Mr. Bugelly is a Chartered Accountant who commenced his career with KPMG. Mr. Bugelly has experience in public practice as a partner in charge of audit and corporate advice and has specialised in SME market - including providing advice on all stages of a business life cycle, business growth strategies, valuations and corporate restructuring.

Mr. Bugelly is a director of The Rufus Partnership (Vic) Pty Ltd, a corporate advisory firm specialising in assisting business owners maximise the value of their business, and also of Business Impact Group Pty Ltd, a firm assisting businesses in increasing EBIT and cashflow and maximising business value.

Mr. Bugelly has been involved in the Not for Profit sector, providing professional corporate governance and investment guideline services and was also a Director of Oz Child for 13 years. Mr. Bugelly has a Bachelor of Commerce from the University of Melbourne and is a Fellow of the Institute of Chartered Accountants.

Mr. Bugelly has not held any other listed directorships in the past three years.

Mr. Mark Reilly - Non-Executive Chairman (appointed 2 October 2015)

Mr. Reilly is a Chartered Accountant with over 25 years’ experience in advisory work with extensive experience in the mining, banking and finance industries. Mr. Reilly worked with Coopers & Lybrand in Perth before establishing his own accounting practice in 1997. Mr. Reilly also has extensive experience in the mining, banking and finance industries in an advisory capacity.

Mr. Reilly is a director of Bos Global Holdings Limited (formerly Forte Energy NL) (appointed 2 August 2004), Harvest Minerals Limited (appointed 4 July 2014) and The Carajas Copper Company Limited (appointed 9 May 2016). Mr. Reilly was a director of Black Star Petroleum Limited (appointed 3 July 2014, resigned 11 May 2016) and Ochre Group Holdings Limited (appointed 28 January 2014, resigned 29 December 2014). He has not held any other listed directorships over the past three years.

Mr. Earle Harper – Non-Executive Director (appointed 7 March 2016)

Mr. Harper has over 25 years of Corporate and Federal Government experience. Mr. Harper’s previous roles include some 20 plus years in financial services including funds management, private banking and consulting roles. Between 2010/13 Mr. Harper was a Senior Trade Adviser at the Australian Trade Commission providing guidance on market entry strategies for Australian companies in the financial services, ICT and renewable energy sectors.

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IODM Limited – Directors’ Report

In 2014 Mr. Harper successfully commercialised an ICT company culminating in the back door listing on the Australian Stock Exchange (ASX). Since stepping down as CEO of this company, Mr. Harper is currently working with a number of Australian companies seeking to commercialise their value propositions globally. Sectors range from cloud technologies through to clean and renewable technology sectors.

Mr. Harper has not held any other listed directorships over the past three years.

Dr. Paul Kasian – Non-Executive Director (appointed 31 August 2016)

Dr. Kasian is an experienced executive director with demonstrated domestic and international success in funds management; encompassing senior leadership, investment and risk roles.

Dr. Kasian holds a PhD in Microbiology and a Master of Business Administration, both from the University of Melbourne. Dr. Kasian is a member of the Australian Institute of Company Directors and has held senior leadership positions in a number of investment groups including Chief Investment Officer at HSBC Asset Management, Head of HSBC Global Financial Team; Founding Director Accordius and Founding Director Wallara Asset Management.

Dr. Kasian is currently a director of Genetic Technologies Limited (appointed 12 December 2013). He has not held any other listed directorships in the past three years.

Dr. Nicholas Lindsay – Former Non-Executive Director (appointed 13 October 2014, resigned 28 June 2016)

Dr. Lindsay has over 25 years’ experience in the global mining industry, with focus on the technical and commercial assessment, and the development of new business opportunities in various commodities including copper, gold and iron ore in Australia, Former Soviet Union, South Africa and South America (Chile, Peru and Argentina). He has worked in both the major and junior mining sectors, and as an Independent Consultant based in Chile, a country with which he has a long association. He has a BSc Honours degree in Geology and an MBA from the University of Otago (New Zealand), and a PhD from the University of the Witwatersrand (South Africa).

Dr. Lindsay is a member of the Australian Institute of Geoscientists and the AusIMM. Dr. Lindsay’s key experience is the recognition, assessment and management of new business opportunities in the copper, zinc, gold, titanium mineral sands, coal and iron ore sectors; including mergers and acquisitions, portfolio restructuring and disposals. Dr. Lindsay also has extensive experience with the commercial development of mineral properties.

Dr. Lindsay was a director of The Carajas Copper Company Limited (appointed 12 June 2009, resigned 1 October 2014), Castillo Copper Limited (appointed 31 May 2013, resigned 13 August 2015) and Antares Mining Limited (appointed 30 October 2015, resigned 12 August 2015). He has not held any other listed directorships in the past three years.

Mr. Anthony Reilly – Former Executive Director, Chief Executive Officer (resigned 7 March 2016)

Mr. Reilly has over 20 years’ experience in financial markets, financial risk management and corporate finance. Working in investment banking, his clients have included a number of global corporations and fund managers based in Australia, the UK and Europe.

Mr. Reilly is currently a director of Venturex Resources Limited (appointed 1 July 2015). Mr. Reilly was a director of Hawkley Oil and Gas Limited (appointed 14 October 2014, resigned 19 February 2016). He has not held any other listed directorships in the past three years.

Mr. Brian McMaster – Former Non-Executive Director (resigned 2 October 2015)

Mr. McMaster is a Chartered Accountant, and has over 20 years’ experience in the area of corporate reconstruction and turnaround/performance improvement. Formerly, Mr. McMaster was a partner of the restructuring firm Korda Mentha and prior to that was a partner at Ernst & Young. His experience includes significant working periods in the United States, South America, Asia and India.

2

IODM Limited – Directors’ Report

Mr. McMaster is currently a director of Harvest Minerals Limited (appointed 1 April 2014) and Haranga Resources Limited (1 April 2014). Mr. McMaster was a director of The Waterberg Coal Company (appointed 12 April 2012, resigned 17 March 2014), Firestone Energy Limited (appointed 14 June 2013, resigned 18 March 2014), Lindian Resources Limited (appointed 20 June 2011, resigned 16 September 2014), Castillo Copper Limited (appointed 31 August 2013, resigned 12 August 2015), Antares Mining Limited (appointed 2 December 2011, resigned 12 August 2015), resigned 2 October 2015), The Carajas Copper Company Limited (appointed 27 August 2014, resigned 17 March 2016), Black Star Petroleum Limited (appointed 9 August 2012, resigned 11 May 2016) and Wolf Petroleum Limited (appointed 24 April 2012, resigned 17 August 2016). He has not held any other listed directorships in the past three years.

Ms. Paula Cowan – Company Secretary

Ms. Cowan is a finance professional with over 10 years’ experience and is presently a Director of Palisade Business Consulting, a consulting and secretarial advisory firm specialising in business advisory, consulting and back office support (finance and secretarial) to SME’s and ASX listed entities. Prior to that Ms. Cowan held senior roles in advisory firms KordaMentha and Ernst and Young.

Ms. Cowan holds a Bachelor of Commerce/Law (Hons), is a qualified Chartered Accountant and a Graduate of the Australian Institute of Company Directors.

INTERESTS IN THE SECURITIES OF THE GROUP

As at the date of this report, the interests of the Directors in the securities of IODM Limited were:

Director Ordinary Shares Performance Shares Options exercisable
at $0.04 on or before
31/03/19
D. Arena
M. Bugelly
M. Reilly
E. Harper
P. Kasian
63,161,865
17,491,745
400,000
1,749,174
7,500,000
38,000,000
11,000,000
7,500,000
140,000
-
-
-
-
-
400,000

RESULTS OF OPERATIONS

The net loss of the Group for the year after income tax was $4,074,664 (2015: $nil).

DIVIDENDS

No dividend was paid or declared by the Group during the year and up to the date of this report.

CORPORATE STRUCTURE

IODM Limited is a company limited by shares that is incorporated and domiciled in Australia.

NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES

During the year the Company changed its activities from the mineral resources and exploration industry to a cloud based Software as a Service provider via the acquisition of The Debtor Management Hub Pty Ltd (formerly IODM Pty Ltd). The Debtor Management Hub Pty Ltd has developed an automated debtor management solution that provides business a superior accounts receivable monitoring and collection management tool through a central cloud based platform.

EMPLOYEES

The Group had six employees at 30 June 2016 (2015: nil).

3

IODM Limited – Directors’ Report

REVIEW OF OPERATIONS

Acquisition of The Debtor Management Hub Pty Ltd (formerly IODM Pty Ltd)

On 29 December 2015, the IODM Limited (‘the Company’) announced the acquisition of The Debtor Management Hub Pty Ltd (‘TDMH’); an established and rapidly growing Financial Technology business that delivers a cloud based debtor management solution for businesses and their advisors. The acquisition would allow TDMH to rapidly convert its existing pipeline of Australian and New Zealand clients and target an international roll-out to begin in the United Kingdom.

In accordance with the Notice of Meeting lodged 24 February 2016 and amended on 14 March 2016, all resolutions to give effect to the proposed transaction were approved by Shareholders on 29 March 2016. On 1 April 2016, the Company released a Prospectus to assist the Company in re-complying with Chapters 1 and 2 of the ASX Listing Rules due to the Shareholder approved significant change in the nature and scale of the Company’s activities.

On 3 June 2016, the Company received from the ASX a Conditional Reinstatement Letter confirming the Company would be reinstated to quotation on compliance with several conditions precedent.

On 14 June 2016, the Company announced the Offer under the Prospectus issued on 1 April 2016 was closed having raised approximately $3,060,000 through the issue of shares at $0.04 per share. The Prospectus shares were allotted on 4 July 2016 along with the consideration shares, performance shares and options to vendors, IODM noteholders and IOD’s broker as detailed in the Prospectus issued on 1 April 2016.

On 8 July 2016, having complied with all reinstatement conditions, the Company was reinstated to Official Quotation from commencement of trading.

Post-completion of reinstatement to official quotation, the Company has used its cash and assets that it had at the time of admission in a way consistent with its business objectives.

IODM Debtor Management System

On 11 February 2016, the Company announced that TDMH had signed a Heads of Agreement to form a strategic partnership with the Institute of Public Accountants (‘IPA’) for the distribution of the IODM Debtor Management software to IPA members. Under the agreement, the IPA will promote the IODM System to its members as a value add proposition for their businesses.

The Company announced on 3 March 2016 that TDMH had collaborated with Big Four accounting firm PwC to integrate its automated Debtor Management software with PwC’s innovative new cloud platform, PwC’s Next.

On 6 April 2016 the Company announced that TDMH is working with National Australia Bank to integrate its automated Debtor Management software with the bank’s new Business In One digital platform for small business customers.

On 5 May 2016, the Company announced that it had entered into a Strategic Alliance Agreement with leading Australian, New Zealand and Asian insurance credit broker National Credit Insurance (‘NCI’). The agreement will enable NCI to offer its clients the ability to reduce the administrative burden of collecting outstanding debtors via the use of IODM’s end-to-end capability for all aspects of the debtor management cycle on the one platform.

Post-year end, the Company announced on 28 July 2016, that it had entered in to an industry partnership with innovation hub York Butter Factory which will enable IODM to connect and collaborate with its burgeoning startup community and corporate partners seeking to innovate.

Post-year end, the Company also announced on 30 August 2016, that it had entered an agreement with IntegraPay, a leading payment services provider, to integrate its payment technology within IODM’s Debtor Management software

4

IODM Limited – Directors’ Report

platform. The enhancement includes a new embedded ‘Pay Now’ button which provides a quick and easy way for IODM users to enable their debtors to pay.

Update on Exploration Projects

During the year the Company changed its activities from the mineral resources and exploration industry to a cloud based Software as a Service provider via the acquisition of TDMH. As a result, the Company has focused on the realisation process of the tenement assets held.

Caninde Graphite Project (earning 80%)

As announced on 26 October 2015, metallurgical results obtained from the Pedra Preta target during the year indicated a low probability of achieving a high value flake product. As a result, the Company and the vendor agreed to terminate the Share Purchase Agreement for the project and IOD relinquished its 51% interest in the Caninde Graphite Project.

The Ladies Copper Project

There was no field exploration conducted at the Ladies during the year. The Company is in discussions with several parties in regards to the realisation of this project.

Frogmore

During the year, the Company elected to relinquish EL 6590 and as such has no further interest in the tenement. All final reporting was completed during the year and the Company’s $20,000 cash environmental bond returned.

Fourmile Tank

No work was carried out on EPM 18294 during the current year. The Company is in discussions with several parties in regards to the realisation of this project.

CORPORATE

Board Changes

The Company has had a number of Board changes during the financial year with the resignation of Mr. McMaster, Mr. A Reilly and Dr. Lindsay as Directors and the appointment of Mr. M Reilly, Mr. Harper, Mr. Bugelly and Mr. Arena as Directors. Post-year end, on 31 August 2016 Dr. Paul Kasian was appointed to the Board.

Consolidation of Capital

The Group held a General Meeting of Shareholders on 29 March 2016 where the consolidation of capital was approved. As a result the Group’s 972,963,294 fully paid ordinary shares were consolidated to 48,648,317 fully paid ordinary shares on a one (1) for twenty (20) basis. The Group’s 490,868,994 listed options (IODO) were also consolidated on a one (1) for twenty (20) basis to 24,543,482.

Capital Raising

Under the Prospectus dated 1 April 2016 the Company raised $3,060,000 before costs through the issue of 76,500,000 new ordinary shares at an issue price of $0.04 per share.

On 8 December 2015, the Company issued 100,000,000 (pre-consolidation) new ordinary shares at an issue price of $0.0015 (pre-consolidation) per share to sophisticated investors raising $150,000.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

As announced on ASX on 29 January 2016, the Company entered into the IODM Share Sale Agreement pursuant to which the Company agreed, subject to Shareholder approval and satisfaction of certain conditions, to acquire all of the issued share capital in IODM Pty Ltd (IODM).

The Company’s proposed acquisition of IODM involved a significant change in the nature and scale of the Company’s activities which required Shareholder approval under Chapter 11 of the ASX Listing Rules. At the General Meeting,

5

IODM Limited – Directors’ Report

the Shareholders approved, amongst other things, the change of nature and scale of the Company’s activities and the change of the Company’s name from “Paradigm Metals Limited” to “IODM Limited”.

On 1 April 2016, the Company released a Prospectus to assist the Company in re-complying with Chapters 1 and 2 of the ASX Listing Rules due to the significant change in the nature and scale of the Company’s activities as approved as a meeting of Shareholders on 29 March 2016.

On 14 June 2016, the Company announced the Offer under the Prospectus issued on 1 April 2016 was closed having raised approximately $3,060,000 through the issue of shares at $0.04 per share. The Prospectus shares were allotted on 29 June 2016 along with the consideration shares, performance shares and options to vendors, IODM noteholders and IOD’s broker as detailed in the Prospectus issued on 1 April 2016.

There were no other significant changes in the state of affairs of the Group during the year.

SIGNIFICANT EVENTS AFTER THE REPORTING DATE

On 8 July 2016, having complied with all reinstatement conditions, the Company was reinstated to Official Quotation from commencement of trading.

On 31 August 2016, Dr. Kasian was appointed to the board as a Non-Executive Director.

There were no other known significant events from the end of the financial year to the date of this report.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

Likely developments in the operations of the Group are set out in the above review of operations in this annual report. Disclosure of any further information has not been included in this report because, in the reasonable opinion of the Directors, to do so would be likely to prejudice the business activities of the Group and is dependent upon the results of future exploration and evaluation.

SHARE OPTIONS

As at the date of this report, there are 52,168,483 unissued ordinary shares under options (52,168,483 at the reporting

date). The details of the options at the date of this report are as follows:

Number Exercise Price $ Expiry Date Details
24,543,481
12,000,000
15,625,002
$0.04
$0.04
$0.05
31/12/2016
31/03/2019
31/03/2019
IODM Limited listed options on issue at acquisition date (IODO)
Options issued to broker
Options issued to convertible noteholders

No option holder has any right under the options to participate in any other share issue of the Group or any other entity.

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

The Group has entered into deeds with each of the Directors under which the Group has agreed to indemnify the Directors on a full indemnity basis and to the full extent permitted by law for losses or liabilities incurred as an officer of the Group.

During the financial year, the Group has paid an insurance premium in respect of a contract insuring each of the Directors and Group Secretary of the Group, against all liabilities and expenses arising as a result of work performed in their respective capacities, to the extent permitted by law. Disclosure of the total amount of the premium and the nature of the liabilities in respect of such insurance is prohibited by the policy.

6

IODM Limited – Directors’ Report

DIRECTORS’ MEETINGS

During the financial year, in addition to regular Board discussions, the number of meetings of directors held during the year and the number of meetings attended by each director were as follows:

Director Number of Meetings Eligible
to Attend
Number of Meetings
Attended
Mr. Damian Arena
Mr. Michael Bugelly
Mr. Mark Reilly
Mr. Earle Harper
Dr. Paul Kasian
Dr. Nicholas Lindsay
Mr. Anthony Reilly
Mr. Brian McMaster
1
1
5
4
-
5
2
1
1
1
5
4
-
4
2
1

PROCEEDINGS ON BEHALF OF THE GROUP

No person has applied for leave of the court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any such proceedings during the year.

CORPORATE GOVERNANCE

In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of IODM Limited support and have adhered to the principles of sound corporate governance. The Board recognises the recommendations of the Australian Securities Exchange Corporate Governance Council, and considers that IODM is in compliance with those guidelines to the extent possible, which are of importance to the commercial operation of a junior listed resources company. During the financial year, shareholders continued to receive the benefit of an efficient and cost effective corporate governance policy for the Group. The Group’s Corporate Governance Statement and disclosures are contained elsewhere in the annual report.

AUDITOR’S INDEPENDENCE AND NON-AUDIT SERVICES

Section 307C of the Corporations Act 2001 requires the Group’s auditors to provide the Directors of IODM Limited with an Independence Declaration in relation to the audit of the financial report. A copy of that declaration is included within this report

Non-audit services provided by the auditors of the consolidated entity during the year are detailed in note 17 of the financial report. The Directors are satisfied that the provision of the non-audit services during the year by the auditor did not compromise the general principles relating to auditor independence in accordance with APES110, Code of Ethics for professional accountants set by the Accounting Professional and Ethics Standards Board.

REMUNERATION REPORT (AUDITED)

This report outlines the remuneration arrangements in place for directors and executives of IODM Limited in accordance with the requirements of the Corporation Act 2001 and its Regulations. For the purpose of this report, Key Management Personnel (KMP) of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any officer (whether executive or otherwise) of the Group.

Remuneration Consultants

No remuneration consultants were used to review existing policies or to provide recommendations.

7

IODM Limited – Directors’ Report

Voting at 2015 AGM

The Group received over 97% of “yes” votes on its remuneration report for the 2015 financial year. The Group did not receive any specific feedback at the AGM or throughout the year regarding its remuneration policies.

Details of Key Management Personnel

Mr. Damian Arena Managing Director (appointed 28 June 2016) Mr. Michael Bugelly Executive Director (appointed 28 June 2016) Mr. Mark Reilly Non-Executive Chairman (appointed 2 October 2015) Mr. Earle Harper Non-Executive Director (appointed 7 March 2016) Dr. Paul Kasian Non-Executive Director (appointed 31 August 2016) Dr. Nicholas Lindsay Former Non-Executive Director (appointed 13 October 2015, resigned 28 June 2016) Mr. Anthony Reilly Former Chief Executive Officer (resigned 7 March 2016) Mr. Brian McMaster Former Non-Executive Director (resigned 2 October 2015)

Remuneration Policy

The Board is responsible for determining remuneration policies applicable to Directors and senior Executives of the Group. The Board policy is to ensure that remuneration properly reflects the individuals’ duties and responsibilities and that remuneration is competitive in attracting, retaining and motivating people with appropriate skills and experience. At the time of determining remuneration consideration is given by the Board to the Group’s financial performance. The Board currently determines the nature and amount of remuneration for Board members and senior Executives of the Group. The policy is to align Director and Executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives such as options and performance shares.

As part of its Corporate Governance Policies and Procedures, the Board has adopted a formal Remuneration Committee Charter. Due to the current size of the Group and number of directors, the Board has elected not to create a separate Remuneration Committee but has instead decided to undertake the function of the Committee as a full Board under the guidance of the formal charter.

The rewards for Directors’ have no set or pre-determined performance conditions or key performance indicators as part of their remuneration due to the current nature of the business operations. The aggregate remuneration for nonexecutive directors has been set at an amount not to exceed $150,000 per annum. This amount may only be increased with the approval of Shareholders at a general meeting. The Board determines appropriate levels of performance rewards as and when they consider rewards are warranted. The Group has no policy on executives and directors entering into contracts to hedge their exposure to options or shares granted as part of their remuneration package.

The table below shows the performance of the Group as measured by loss per share subsequent to the reverse

acquisition which occurred during the year ended 30 June 2016:

As at 30 June 2016
Lossper share(cents) (2.32)
Total KMP remuneration($) 431,276

There is no link between performance of the Group and KMP remuneration due to the current nature of business operations.

8

IODM Limited – Directors’ Report

Details of Remuneration

Details of the nature and amount of each element of the emolument of each Director of the Group for the financial year are as follows:

ear are as follows:
Short term Post employment
2016 Base
Salary
$
Directors’
Fees
$
Consulting
Fees
$
Share
Based
Payments
$
Super-
annuation
$
Annual
Leave
Provision
$
Total
$
SBP
Related
%
Director
Mr. Damian Arena1
Mr. Michael Bugelly1
Mr. Mark Reilly2
Mr. Earle Harper3
Dr. Paul Kasian4
Dr. Nicholas Lindsay5
Mr. Anthony Reilly6
Mr. Brian McMaster7
104,000
104,000
-
-
-
-
95,225
-
27,000
27,000
20,833
-
-
20,000
-
11,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8,034
-
-
-
-
-
-
-
14,184
-
131,000
131,000
20,833
-
-
20,000
117,443
11,000
-
-
-
-
-
-
-
-
303,225 105,833 - - 8,034 14,184 431,276 -

1 Mr. Arena and Mr. Bugelly were appointed on 28 June 2016.

2 Mr. M Reilly was appointed on 2 October 2015.

3 Mr. Harper was appointed on 7 March 2016.

4 Dr. Kasian was appointed on 31 August 2016.

5 Dr. Lindsay resigned on 28 June 2016.

6 Mr. A Reilly resigned on 7 March 2016.

7 Mr. McMaster resigned on 2 October 2015.

Details of the nature and amount of each element of the emolument of each Director of the Group for the previous financial year are as follows:

Short term Short term Post employment Post employment
2015 Base
Salary
$
Directors’
Fees
$
Consulting
Fees
$
Share
Based
Payments
$
Super-
annuation
$
Annual
Leave
Provision
$
Total
$
SBP
Related
%
Director
Mr. Anthony Reilly
Dr. Nicholas Lindsay1
Mr. Brian McMaster
Dr. Graham Carman2
220,184
-
-
-
-
20,000
44,000
-
-
-
-
-
-
-
-
-
20,367
-
-
-
9,344
-
-
-
249,895
20,000
44,000
-
-
-
-
220,184 64,000 - - 20,367 9,344 313,895 -

1 Dr Lindsay was appointed on 13 October 2014.

2 Dr Graham Carman resigned on 13 October 2014.

There were no other key management personnel of the Group during the financial years ended 30 June 2016 and 30 June 2015.

9

IODM Limited – Directors’ Report

Shareholdings of Key Management Personnel

The number of shares in the company held during the financial year held by key management personnel of IODM Limited, including their personally related parties, is set out below.

30 June 2016 Balance at
Granted during
Other
Consolidation
Balance at
the start of
the year
the year as
compensation
changes
during the
of capital the end of
the year

year
Director
Mr. Damian Arena1
Mr. Michael Bugelly1
Mr. Mark Reilly2
Mr. Earle Harper3
Dr. Paul Kasian4
Dr. Nicholas Lindsay5
Mr. Anthony Reilly6
Mr. Brian McMaster7
-
-
-
-
-
-
-
32,831,128
63,161,865
17,491,745
-
1,749,174
-
-
-
-
-
-
5,000,000
-
7,500,000
-
-
(32,831,128)
-
-
(4,750,000)
-
-
-
-
-
63,161,865
17,491,745
250,000
1,749,174
7,500,000
-
-
-
  • 1 Mr. Arena and Mr. Bugelly were appointed on 28 June 2016.

  • 2 Mr. M Reilly was appointed on 2 October 2015.

  • 3 Mr. Harper was appointed on 7 March 2016.

  • 4 Dr. Kasian was appointed on 31 August 2016.

  • 5 Dr. Lindsay resigned on 28 June 2016.

  • 6 Mr. A Reilly resigned on 7 March 2016.

7 Mr. McMaster resigned on 2 October 2015.

Optionholdings of Key Management Personnel

The number of options in the company held during the financial year by key management personnel of IODM Limited, including their personally related parties, is set out below.

30 June 2016 Balance at
Granted during
Other Exercised
Expired
Balance at
the start of
the year
the year as
compensation
during the
year
during the
year
the end of the
year
Director
Mr. Damian Arena1
Mr. Michael Bugelly1
Mr. Mark Reilly2
Mr. Earle Harper3
Dr. Paul Kasian4
Dr. Nicholas Lindsay5
Mr. Anthony Reilly6
Mr. Brian McMaster7
-
-
-
-
-
-
-
10,227,043
-
-
-
-
-
-
-
-
-
-
-
-
400,000
-
-
(10,227,043)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
400,000
-
-
-

1 Mr. Arena and Mr. Bugelly were appointed on 28 June 2016.

  • 2 Mr. M Reilly was appointed on 2 October 2015.

  • 3 Mr. Harper was appointed on 7 March 2016.

  • 4 Dr. Kasian was appointed on 31 August 2016.

  • 5 Dr. Lindsay resigned on 28 June 2016.

  • 6 Mr. A Reilly resigned on 7 March 2016.

  • 7 Mr. McMaster resigned on 2 October 2015.

10

IODM Limited – Directors’ Report

Performance Shares to Key Management Personnel

7,500,000 Performance Shares to Mr. Mark Reilly as remuneration as part of the acquisition of The Debtor Management Hub Pty Ltd. The deferred Performance Shares convert to ordinary fully paid shares on a one for one basis following the achievement of the performance milestones, refer to note 23 for further detail, before the expiry date. At the time of issue all milestones have been assessed as having zero probability of vesting as at 30 June 2016 and hence no expense has been recognised in respect of the grant as at 30 June 2016 (refer below for vesting conditions):

Class Number
Issued
Grant Date Exercise
Price
Expiry Date of
Milestone
Achievement
Share Price on
Grant Date ($)
A 375,000 29/06/2016 Nil 31/12/2017 0.04
B 375,000 29/06/2016 Nil 31/12/2017 0.04
C 375,000 29/06/2016 Nil 31/12/2017 0.04
D 2,625,000 29/06/2016 Nil 31/12/2017 0.04
E 750,000 29/06/2016 Nil 31/12/2018 0.04
F 750,000 29/06/2016 Nil 31/12/2018 0.04
G 2,250,000 29/06/2016 Nil 31/12/2018 0.04

The below table details Performance Shares granted as remuneration during the year, all other Performance Shares were granted not as remuneration but as vendor compensation:

Year
Granted
No Granted Grant Date
Value per
share
Vested
%
Vested
Number
Forfeited
%
Financial Year
in which the
shares may
vest
Maximum
value yet
to vest*
Mr. Mark Reilly
Class A
Class B
Class C
Class D
Class E
Class F
Class G
2016
2016
2016
2016
2016
2016
2016
375,000
375,000
375,000
2,625,000
750,000
750,000
2,250,000
$0.04
$0.04
$0.04
$0.04
$0.04
$0.04
$0.04
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2018
2018
2018
2018
2019
2019
2019
$15,000
$15,000
$15,000
$105,000
$30,000
$30,000
$90,000

The terms of the Performance Shares are as follows:

  • Each Class A Performance Share will convert in to one fully paid ordinary share by IODM executing a distribution agreement with the institute of Public Accountants (“IPA”) (www.publicaccountants.org.au) for IODM to have its product and service distributed via the IPA network of members, commercial terms must be negotiated with a royalty stream back to the IPA or IODM satisfying the relevant Class D Performance Shares milestone;

  • Each Class B Performance Share will convert in to one fully paid ordinary share by having an integration partner where IODM is incorporated into a third party service via an application process interface (“API”) and the IODM system is distributed through this third party integration platform (“Platform”); and executing one distribution agreement (of a commercial scale) (“Distribution Agreement”) where its Platform is used outside of Australia (“International Market”) or IODM satisfying the relevant Class D Performance Shares milestone;

  • Each Class C Performance Share will convert in to one fully paid ordinary share by IODM being on the Platform and executing a Distribution Agreement with either a bank where the Platform is used with the banks pre-existing platform; or a major tier 1 accounting/consulting firm where the Platform is used with the accounting/consulting firms existing platform; or IODM satisfying the relevant Class D Performance Shares milestone;

11

IODM Limited – Directors’ Report

  • Each Class D Performance Share will convert in to one fully paid ordinary share by IODM attaining one of the following: 6,000 paying users; or quarterly revenue of $1.5 million from subscriptions; or annualised EBIT of $1.5 million attributed to the IODM business;

  • Each Class E Performance Share will convert in to one fully paid ordinary share by IODM being on the Platform and executing a Distribution Agreement where its services are distributed in at least two International Markets e.g UK, USA, NZ, Asia; or IODM satisfying the Class G performance Shares milestone;

  • Each Class F Performance Share will convert in to one fully paid ordinary share by IODM being on the Platform and executing a Distribution Agreement with a bank where the Platform is used with the banks preexisting platform; and a major tier 1 accounting/consulting firm where the Platform is used with the accounting/consulting firms existing platform; or IODM satisfying the Class G Performance Share milestone;

  • Each Class G Performance Share will convert in to one fully paid ordinary share by IODM attaining of the following 12,000 paying users; or quarterly revenue of $3 million from subscriptions; or annualised EBIT of $6 million attributed to the IODM business.

The fair value of the Performance Shares was determined to be nil at the time of issue given Management’s assessment of the likelihood of the conversion milestones as detailed above being met. As at 30 June 2016 the likelihood has been deemed nil for all Performance Shares.

Loans to key management personnel

During the year, an unsecured temporary loan of $16,800 was advanced to the Business Impact Group Pty Ltd, a company in which Mr. Michael Bugelly was a director and in which The Rufus Partnership (Vic) Pty Ltd is a shareholder.

There were no other loans made to key management personnel for the year ended 30 June 2016.

Other transactions with key management personnel

The Rufus Partnership (Vic) Pty Ltd, a company in which Mr. Michael Bugelly is a director and shareholder, provided the Group with corporate advisory services totaling $140,000 (2015: $nil) of which $12,000 (2015: $nil) was outstanding at year end.

Vendas Pty Ltd, a company in which Mr. Michael Bugelly is a director and shareholder provided the Group with provision of director services totaling $18,000 (2015: $nil) of which $18,000 was outstanding at year end.

Dalmar Holdings Pty Ltd, a company which Mr. Damian Arena is a director and shareholder provided the Group with consultancy services totaling $104,000 (2015: $nil) and provision of director services of $18,000 (2015: $nil) of which $18,000 was outstanding at year end.

Apex Private Wealth ATF Reprah Family Trust, a company in which Mr. Earle Harper is a director and shareholder, provided the Group with the provision of consulting services totalling $20,000 (2015: $nil) of which no amount (2015: $nil) was outstanding at year end.

Styletown Investments Pty Ltd, a company in which Mr. Mark Reilly is a director and shareholder, provided the Group with the provision of director services totalling $15,000 (2015: $nil) of which no amount (2015: $nil) was outstanding at year end.

Garrison Capital (Victoria) Pty Ltd, a company in which Mr. Mark Reilly and Anthony Reilly are directors and shareholders, provided the Group with a fully serviced office including administration and information technology support totalling $20,000 (2015: $60,000) of which no amount (2015: $5,000) was outstanding at year end.

12

IODM Limited – Directors’ Report

Gemstar Investments Limited, a company in which Mr. Brian McMaster is a director and shareholder, provided the Group with the provision of director services totalling $11,000 (2015: $nil) of which no amount (2015: $nil) was outstanding at year end.

Lindsay Rueda Services Pty Ltd, a company in which Nicholas Lindsay is a director and shareholder, provided the Group with the provision of director services totalling $20,000 (2015: $20,000) of which no amount (2015: $2,500) was outstanding at year end.

75,000,000 Performance Shares were issued to shareholder of The Debtor Management Hub Pty Ltd. The following directors were also shareholders of The Debtor Management at the date of acquisition and received the following Performance Shares:

Class Director and Other KMP Number
Issued
Grant Date Exercise
Price
Expiry Date of
Milestone
Achievement
Share Price on
Grant Date ($)
A Mr. Damian Arena
Mr. Michael Bugelly
Mr. Earle Harper
1,900,000
550,000
7,000
29/06/2016 Nil 31/12/2017 0.04
B Mr. Damian Arena
Mr. Michael Bugelly
Mr. EarleHarper
1,900,000
550,000
7,000
29/06/2016 Nil 31/12/2017 0.04
C Mr. Damian Arena
Mr. Michael Bugelly
Mr. EarleHarper
1,900,000
550,000
7,000
29/06/2016 Nil 31/12/2017 0.04
D Mr. Damian Arena
Mr. Michael Bugelly
Mr. EarleHarper
13,300,000
3,850,000
49,000
29/06/2016 Nil 31/12/2017 0.04
E Mr. Damian Arena
Mr. Michael Bugelly
Mr. EarleHarper
3,800,000
1,100,000
14,000
29/06/2016 Nil 31/12/2018 0.04
F Mr. Damian Arena
Mr. Michael Bugelly
Mr. EarleHarper
3,800,000
1,100,000
14,000
29/06/2016 Nil 31/12/2018 0.04
G Mr. Damian Arena
Mr. Michael Bugelly
Mr. EarleHarper
11,400,000
3,300,000
42,000
29/06/2016 Nil 31/12/2018 0.04

Transactions with key management personnel were made at arm’s length at normal market prices and normal commercial terms. There were no other transactions made to key management personnel for the year ended 30 June 2016.

Service Agreements

Executive Directors

Mr. Damian Arena, per a service agreement executed with the Company, is paid an annual remuneration package comprising a base salary of $250,000 excluding superannuation and director fees of $36,000 excluding superannuation. The agreement commenced on 1 March 2016 and is for a term of three years unless extended by both parties. The Company may immediately terminate the agreement by giving written notice with Mr. Arena being entitled to receive the salary payable to the date of termination.

Mr. Michael Bugelly, per a service agreement executed with the Company, is paid an annual remuneration package comprising a base salary of $250,000 excluding superannuation and director fees of $36,000 excluding superannuation. The agreement commenced on 1 March 2016 and is for a term of three years unless extended by both parties. The Company may immediately terminate the agreement by giving written notice with Mr. Bugelly being to receive the salary payable to the date of termination.

Non-Executive Directors

The Non-Executive Directors are paid an annual director’s fee on a monthly basis. Their services may be terminated by either party at any time.

13

IODM Limited – Directors’ Report

End of audited Remuneration Report

Signed in accordance with a resolution of the Directors.

On behalf of the Directors.

==> picture [79 x 60] intentionally omitted <==

Damian Arena Managing Director

20 September 2016

14

IODM Limited

Consolidated Statement of Profit or Loss & Other Comprehensive Income for the year ended 30 June 2016

Notes
Revenue
Interest received
Other income
Total Revenue
Administrative Expenses
Public company costs
Accounting and audit fees
Legal Fees
Consultants and Directors Fees
Corporate Advisory Fees
Employee costs
Share based payment
4
Finance costs
23 (c)
Loss on acquisition of subsidiary
24
Other Expenses
5
Loss before income tax
Income tax expense
6
Loss after income tax
OTHER COMPREHENSIVE INCOME
Item that may be reclassified subsequently to
operating profit or loss
Foreign currency translation
Total comprehensive loss for the year
Loss per share for the year attributable to the
members of IODM Limited
Basic and diluted loss per share (cents per share)
16
2016
21 May 2015 to
30 June 2015
$
$
1,074
-
18,484
-
19,558
-
(40,320)
-
(461)
-
(6,465)
-
(20,989)
-
(464,502)
-
(12,000)
-
(309,270)
-
(2,184,921)
-
(879,014)
-
(43,990)
-
(132,290)
-
(4,074,664)
-
-
-
(4,074,664)
-
-
-
(4,074,664)
-
(2.32)
-

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

15

IODM Limited

Consolidated Statement of Financial Position as at 30 June 2016

Notes
CURRENT ASSETS
Cash and cash equivalents
7
Trade and other receivables
8
TOTAL CURRENT ASSETS
NON CURRENT ASSETS
Plant and equipment
9
Trade and other receivables
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
10
Financial liabilities – convertible notes
11
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
12
Reserves
13
Accumulated losses
14
2016
2015
$
$
3,035,739
-
165,084
-
3,200,823
-
5,874
-
7,500
-
13,374
-
3,214,197
-
1,262,710
-
60,000
-
1,322,710
-
1,322,710
-
1,891,487
-
5,276,464
-
689,687
-
(4,074,664)
-
1,891,487
-

TOTAL EQUITY

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

16

IODM Limited

Consolidated Statement of Changes in Equity for the year ended 30 June 2016

Balance at 1 July 2015
Loss for the year
Total comprehensive loss for the year
Transactions with owners in their capacity as
owners
Shares issued to acquire subsidiary
Shares issued under Prospectus
Shares issued to vendors
Shares issued to convertible noteholders
Options issued to convertible noteholders
Options issued to broker
Transaction costs relating to issue of shares
Balance as at 30 June 2016
Balance at 21 May 2015
Loss for the year
Total comprehensive loss for the year
Transactions with owners in their capacity as
owners
Issue of shares
Balance as at 30 June 2015
Issued
Capital
$
Share Based
Payment Reserve
$
Accumulated
Losses
$
Total
$
-
-
-
-
-
-
(4,074,664)
(4,074,664)
-
-
(4,074,664)
(4,074,664)
1,124
-
-
1,124
3,060,000
-
-
3,060,000
1,945,933
-
-
1,945,933
1,250,000
-
-
1,250,000
-
379,014
-
379,014
-
310,673
-
310,673
(980,593)
-
-
(980,593)
5,276,464
689,687
(4,074,664)
1,891,487
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

17

IODM Limited

Consolidated Statement of Cash Flows for the year ended 30 June 2016

Notes
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received and other income
Payments to suppliers and employees
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
7
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from convertible notes
Cash acquired from acquisition of subsidiary (note 4(e))
Cash lost in deconsolidation
Acquisition of property and equipment
NET CASH INFLOW FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares (net of issue costs)
Share issue costs
NET CASH INFLOW FROM FINANCING ACTIVITIES
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
CASH AND CASH EQUIVALENTS AT END OF YEAR
7
2016
21 May 2015 to
30 June 2015
$
$
1,074
-
(741,457)
-
(740,383)
-
810,000
-
9,216
(1,238)
-
(5,691)
-
812,287
-
3,012,163
-
(48,328)
-
2,963,835
-
3,035,739
-
-
-
3,035,739
-

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

18

IODM Limited

Notes to the Consolidated Financial Statements for the year ended 30 June 2016

1. Corporate Information

The financial report consists of the consolidated financial statements of IODM Limited and its subsidiaries (“IODM” or “the Group”) for the year ended 30 June 2016 and was authorised for issue in accordance with a resolution of the directors on 20 September 2016. IODM are a for-profit entity.

IODM Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The nature of the operations and the principal activities of the Group are described in the Directors Report.

2. Summary of Significant Accounting Policies

(a) 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, Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB). The financial report has also been prepared on a historical cost basis. The presentation currency is Australian dollars.

The accounting policies disclosed below have been consistently applied to all of the years presented unless otherwise stated.

(b) Statement of Compliance

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

(c) Reverse Acquisition

On 29 June 2016 IDOM Limited (formerly Paradigm Metals Limited) completed the acquisition of The Debtor Management Hub Pty Ltd (formerly IODM Pty Ltd). Under the Australian Accounting Standards The Debtor Management Hub Pty Ltd was deemed to be the accounting acquirer in this transaction. The acquisition has been accounted for as a share based payment by which The Debtor Management Hub Pty Ltd acquires the net assets and listing status of IODM Limited.

Accordingly the consolidated financial statements of IODM Limited have been prepared as a continuation of the business and operations of The Debtor Management Hub Pty Ltd. As the deemed acquirer, The Debtor Management Hub Pty Ltd has accounted for the acquisition of IODM Limited from 29 June 2016. The comparative information for the period ended 30 June 2015 is that of The Debtor Management Hub Pty Ltd from date of incorporation of 21 May 2015 to 30 June 2015. Refer to note 4 for further details of the transaction.

The implications of the acquisition by The Debtor Management Hub Pty Ltd on the financial statements are as follows:

a) Statement of Profit or Loss and Other Comprehensive Income

  • The Statement of profit or loss and other comprehensive income comprises the total comprehensive income for the year ended 30 June 2016.

  • The Statement of profit or loss and other comprehensive income comparatives comprises the period from incorporation of 21 May 2015 to 30 June 2015 for The Debtor Management Hub Pty Ltd only.

b) Statement of Financial Position

  • The Statement of financial position as at 30 June 2016 represents the combination of IODM Group.

  • The Statement of financial position comparative represents The Debtor Management Hub Pty Ltd only as at 30 June 2015.

19

IODM Limited

Notes to the Consolidated Financial Statements for the year ended 30 June 2016

c) Statement of Changes in Equity

  • The Statement of changes in equity comprises:

  • The equity balance of The Debtor Management Hub Pty Ltd as at the beginning of the financial year (1 July 2015).

  • The total comprehensive income for the financial year and transactions with equity holders, being 12 months from The Debtor Management Hub Pty Ltd for the period ended 30 June 2016 and the period from 29 June 2016 until 30 June 2016 for IODM Group.

  • The equity balance of the combined The Debtor Management Hub Pty Ltd and IODM Limited at the end of the financial year (30 June 2016).

  • The Statement of changes in equity comparatives comprises the full financial year for The Debtor Management Hub Pty Ltd for the 12 months ended 30 June 2016.

d)

Statement of Cash Flows

  • The Statement of cash flows comprises:

  • The cash balance of The Debtor Management Hub Pty Ltd at the beginning of the financial year (1 July 2015).

  • The transactions for the financial year for the 12 months from The Debtor Management Hub Pty Ltd for the year ended 30 June 2016 and the period from 29 June 2016 until 30 June 2016 for IODM Limited.

  • The cash balance of the combined The Debtor Management Hub Pty Ltd and IODM Limited the end of the year (30 June 2016).

  • The Statement of cash flows comparatives comprises the full financial year of The Debtor Management Hub Pty Ltd for the year ended 30 June 2015.

e) Equity Structure

The equity structure (the number and type of equity instruments issued) in the financial statements reflects the consolidated equity structure of IODM Limited and The Debtor Management Hub Pty Ltd. The comparatives reflect the equity structure of The Debtor Management Hub Pty Ltd.

f) Earnings Per Share

The weighted average number of shares outstanding for the year ended 30 June 2016 is based on the weighted average number of shares of IODM Limited outstanding in the period following the acquisition.

(d) Principles of Consolidation

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.

A list of controlled entities is contained in note 18 to the financial statements. All controlled entities have a 30 June financial year end.

The consolidated financial statements incorporate the assets and liabilities of all entities controlled by IODM Limited (‘Company’ or ‘parent entity’) as at 30 June 2016 and the results of all controlled entities for the year then ended. IODM Limited and its controlled entities together are referred to in these Financial Statements as the consolidated entity. The effects of all transactions between entities in the consolidated entity are eliminated in full.

Where control of an entity is obtained during a financial year, its results are included in the consolidated Statement of Profit or Loss and Other Comprehensive Income from the date on which control commences. Where control of an entity ceases during a financial year its results are included for that part of the year during which control existed.

20

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

Business Combinations

Business combinations occur where an acquirer obtains control over one or more business. A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or business under common control. The business combination will be accounting for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exemptions).

When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounting for within equity. Contingent consideration classified as an asset or liability is remeasured in each reporting year to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to business combinations, other than those associated with the issue of financial instruments are recognised as expenses in profit or loss when incurred.

The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.

(e) New accounting standards and interpretations issued but not yet effective

The following applicable accounting standards and interpretations have been issued or amended but are not yet effective. These standards have not been adopted by the Group for the year ended 30 June 2016 and no change to the Group’s accounting policy is required.

Reference Title Summary Impact on Group’s
financial report
Application
date for
Group
AASB
9
Financial
Instruments
AASB 9 includes requirements for the classification
and measurement of financial assets. It was further
amended by AASB 2011-7 to reflect amendments to
the accounting for financial liabilities.
These requirements improve and simplify the
approach for classification and measurement of
financial assets compared with the requirements of
AASB 139. The main changes are described below.
(a)
Financial assets that are debt instruments will
be classified based on (1) the objective of the
entity’s business model for managing the
financial assets; (2) the characteristics of the
contractual cash flows.
(b)
Allows an irrevocable election on initial
recognition to present gains and losses on
investments in equity instruments that are not
held for trading in other comprehensive
income. Dividends in respect of these
investments that are a return on investment
can be recognised in profit or loss and there is
no impairment or recycling on disposal of the
instrument.
(c)
Financial assets can be designated and
measured at fair value through profit or loss at
initial recognition if doing so eliminates or
significantly reduces a measurement or
recognition inconsistency that would arise
from measuring assets or liabilities, or
recognising the gains and losses on them, on
different bases.
(d)
Where the fair value option is used for
financial liabilities the change in fair value is to
be accounted for as follows:
The Group has not yet
determined the impact on the
Group’s financial statements.
1 July 2017

21

IODM Limited

Notes to the Consolidated Financial Statements for the year ended 30 June 2016

Reference Title Summary Impact on Group’s
financial report
Application
date for
Group
�The change attributable to changes in
credit risk is presented in other
comprehensive income (OCI)
�The remaining change is presented in
profit or loss
If this approach creates or enlarges an
accounting mismatch in the profit or loss, the
effect of the changes in credit risk are also
presented in profit or loss.
Consequential amendments were also made to
other standards as a result of AASB 9, introduced by
AASB 2009-11 and superseded by AASB 2011-7
and 2011-10.
AASB 15 Revenue from
Contracts with
Customers
An entity will recognise revenue to depict the
transfer of promised goods or services to customers
in an amount that reflects the consideration to which
the entity expects to be entitled in exchange for
those goods or services. This means that revenue
will be recognised when control of goods or services
is transferred, rather than on transfer of risks and
rewards as is currently the case under IAS 18
Revenue.
The Group has not yet
determined the impact on the
Group’s financial statements.
1 July 2018
AASB 16 Leases IFRS 16 eliminates the operating and finance lease
classifications for lessees currently accounted for
under AASB 117 Leases. It instead requires an
entity to bring most leases onto its statement of
financial position in a similar way to how existing
finance leases are treated under AASB 117. An
entity will be required to recognise a lease liability
and a right of use asset in its statement of financial
position for most leases.
There are some optional exemptions for leases with
a period of 12 months or less and for low value
leases.
The Group has not yet
determined the impact on the
Group’s financial statements.
1 July 2019

The Group has not elected to early adopt any new Standards or Interpretations.

(f) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue is capable of being reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Interest income

Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset.

(g) Share based payment transactions

The Group provides benefits to individuals acting as, and providing services similar to employees (including Directors) of the Group in the form of share based payment transactions, whereby individuals render services in exchange for shares or rights over shares (‘equity settled transactions’).

The cost of these equity settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by using the Black Scholes formula taking into account the terms and conditions upon which the instruments were granted.

22

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

In valuing equity settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of IODM Limited (‘market conditions’).

The cost of the equity settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘vesting date’).

The cumulative expense recognised for equity settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the Directors of the Group, will ultimately vest. This opinion is formed based on the best available information at reporting date. No adjustment is made for the likelihood of the market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The statement of profit or loss and other comprehensive income charge or credit for a period represents the movement in cumulative expense recognised at the beginning and end of the period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.

Where the terms of an equity settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of the modification.

Where an equity settled award is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not yet recognised for the award is recognised immediately. However if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

The cost of equity-settled transactions with non-employees is measured by reference to the fair value of goods and services received unless this cannot be measured reliably, in which case the cost is measured by reference to the fair value of the equity instruments granted. The dilutive effect, if any, of outstanding options is reflected in the computation of loss per share (see note 16).

(h) Short term employee benefits

Short term employee benefits are employee benefits (other than termination benefits and equity compensation benefits) which fall due wholly within 12 months after the end of the period in which employee services are rendered.

They comprise wages, salaries, social security obligations, short-term compensation absences, profit sharing and bonuses payables within 12 months and non-mandatory benefits such as medical care, housing, car and service goods.

The provision for employee entitlements to wages, salaries and annual leave represents the amount that the Consolidated Entity has a present obligation to pay resulting from employee services provided up to reporting date. The provision has been calculated after taking into consideration estimated future increases in wages and salaries and past experience regarding staff departures and includes related on-costs. The undiscounted amount of short-term benefits expected to be paid is recognised as an expense.

(i) Impairment of non-financial assets other than goodwill

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable

23

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets of the Group. In such cases the asset is tested for impairment as part of the cash generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase.

After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(j) Cash and cash equivalents

Cash and short term deposits in the statement of financial position include cash on hand, deposits held at call with banks and other short term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown as current liabilities in the statement of financial position. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as described above.

(k) Trade and other receivables

Trade receivables, which generally have 30 – 90 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts.

Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written off by reducing the carrying amount directly. An allowance account is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original contractual terms. Factors considered by the Group in making this determination include known significant financial difficulties of the debtor, review of financial information and significant delinquency in making contractual payments to the Group. The impairment allowance is set equal to the difference between the carrying amount of the receivable and the present value of estimated future cash flows, discounted at the original effective interest rate. Where receivables are short-term discounting is not applied in determining the allowance.

The amount of the impairment loss is recognised in the Statement of Profit or Loss and Other Comprehensive Income within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the statement of profit or loss and other comprehensive income.

24

IODM Limited

Notes to the Consolidated Financial Statements for the year ended 30 June 2016

(l)

Plant and equipment

Plant and equipment are included at cost. Assets in plant and equipment (except for capitalised leased assets) are depreciated
on a straight line basis over their estimated useful lives. The depreciation rates used for each class of assets are as follows:
Class of Fixed Asset
Depreciation Rate
Office Equipment
5% - 50%
Leasehold Improvements
5%

On disposal of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognised as a gain or loss.

(m) Trade and other payables

Liabilities for trade creditors and other amounts are measured at amortised cost, which is the fair value of the consideration to be paid in the future for goods and services received that are unpaid, whether or not billed to the Group.

(n) Compound financial instruments

Compound financial instruments issued by the Group comprise convertible notes that can be converted to ordinary shares at the option of the holder, when the number of shares to be issued is fixed.

The liability component of a compound financial instruments is recognised initially at the fair value of a similar liability that does not have an equity conversion options. The equity component is recognised initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity component in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instruments is measured at amoritsed cost using the effective interest method. The equity component of a compound financial instrument is not remeasured subsequent to initial recognition.

Interest related to the financial liability is recognised in profit of loss. On conversion the financial liability is reclassified to equity and no gain or loss is recognised.

Convertible notes that can be converted to share capital at the option of the holder and where the number of shares is variable, contain an embedded derivative liability. The embedded derivative liability is calculated (at fair value) first and the residual value is assigned to the debt host contract. The embedded derivative is subsequently measured at fair value and movements are reflected in the profit and loss.

Certain convertible notes issued by the Group which include embedded derivatives (option to convert to variable number of shares in the Group) are recognised as financial liabilities at fair value through profit or loss. On initial recognition, the fair value of the convertible note will equate to the proceeds received and subsequently the lability is measured at fair value at each reporting period until settlement. The fair value movements are recognised on the profit and loss as finance costs.

(o) 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.

25

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

(p) Critical accounting estimates and judgements

Estimates and judgments are continually evaluated and 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.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(q) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.

The net amount of GST recoverable from, or payable to, the Australian Tax Office is included as part of receivables or payables in the statement of financial position.

Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which is receivable from or payable to the ATO, are disclosed as operating cash flows.

(r) Income tax

Deferred income tax is provided for on all temporary differences at reporting date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.

No deferred income tax will be recognised from the initial recognition of goodwill or of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. No deferred income tax will be recognised in respect of temporary differences associated with investments in subsidiaries if the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary differences will not reverse in the near future.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the Statement of Profit or Loss and Other Comprehensive Income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

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 future tax profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on tax rates (and tax laws) that have been enacted or substantially enacted at the reporting date and the anticipation that the Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. The carrying amount of deferred tax assets is reviewed at each reporting date and only recognised to the extent that sufficient future assessable income is expected to be obtained. Income taxes relating to items recognised directly in equity are recognised in equity and not in the Statement of Profit or Loss and Other Comprehensive Income.

26

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

(s) Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Group, excluding any costs of servicing equity other than dividends, by the weighted average number of ordinary shares, adjusted for any bonus elements.

Diluted earnings per share

Diluted earnings per share is calculated as net profit attributable to members of the Group, adjusted for:

  • costs of servicing equity (other than dividends) and preference share 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; and

  • divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus elements.

(t) Comparative information

The comparative information for the period ended 30 June 2015 is that of The Debtor Management Hub Pty Ltd from date of incorporation of 21 May 2015 to 30 June 2015. Refer to note 2(c) for further details.

3. Segment Information

For management purposes, the Group is organised into one main operating segment, which is the operation as a cloud based Software as a Service provider. All of the Group’s activities are interrelated, and discrete financial information is reported to the Board (Chief Operating Decision Makers) as a single segment.

Accordingly, all significant operating decisions are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole. Total revenue earned by the Group is generated in Australia and all of the Group’s non-current assets reside in Australia.

4. Reverse Acquisition Accounting

On 29 June 2016, IODM Limited (formerly Paradigm Metals Limited) completed the acquisition of The Debtor Management Hub Pty Ltd. Under the Australian Accounting Standards The Debtor Management Hub Pty Ltd was deemed to be the accounting acquirer in this transaction.

The acquisition has been accounted for as a shares based payment by which The Debtor Management Hub Pty Ltd acquires the net assets and listing status of IODM Limited.

(a) Deemed Consideration

The purchase consideration was the issue of 175,000,000 shares in IODM Limited (legal parent) to the shareholders of The Debtor Management Hub Pty Ltd deemed to have a value of $1,945,933.

IODM Limited also issued a total of 82,500,000 Performance Shares to the shareholders of The Debtor Management Hub Pty Ltd (including 7,500,000 Performance Shares to Mr. Mark Reilly who is not a vendor) which convert to ordinary fully paid shares on a one for one basis following the achievement of the performance milestones before the expiry date. No value has been allocated to the Performance Shares due to the significant uncertainty of meeting the performance milestones which are based on future events.

27

Notes to the Consolidated Financial Statements for the year ended 30 June 2016

IODM Limited

4. Reverse Acquisition Accounting continued

(b) Deemed IODM Limited Share Capital
Historical issued capital balance 29 June 2016
Elimination of IODM Limited issued capital
Deemed consideration on acquisition (note 4 (a))
Total IODM Limited Share Capital on Completion
(c) IODM Limited Reserves
Historical reserves balance at 29 June 2016
Elimination of IODM Limited reserves
Total IODM Limited reserves on Completion
(d) IODM Limited Accumulated Losses Pre-Completion
IODM Limited accumulated losses at acquisition date
Elimination of IODM Limited accumulate losses
Total IODM Limited accumulated losses on Completion
(e) Assets and Liabilities Acquired
Cash and cash equivalents
Trade and other receivables
Other assets
Total assets
Trade and other payables
Total liabilities
Net liabilities
(f) Listing Expense
Deemed consideration
Add: Net liabilities of IODM Limited
Total IODM Limited listing expense
$
13,925,759
(13,925,759)
1,945,933
$
13,925,759
(13,925,759)
1,945,933
1,945,933
$
110,338
(110,338)
-
$
14,275,085
(14,275,085)
$
110,338
(110,338)
-
-
$
9,216
14,791
11,797
35,804
274,792
274,792
238,988
$
1,945,933
238,988
2,184,921

28

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

5.
Other expenses
Advertising and promotion
Conferences and seminars
Entertainment
Insurance
Maintenance expense
Rent and outgoings
Travel and accommodation
Website
Total other expenses
2016
2015
$
$
31,259
-
34,264
-
2,369
-
3,984
-
15,924
-
17,103
-
25,674
1,713
-
132,290
-

6. Income tax

Income tax recognised in profit / (loss)

The prima facie tax on loss from ordinary activities before income tax is reconciled to the income tax as follows:

Loss from operations
Prima facie tax benefit on loss from ordinary activities
before income tax at 30% (2015: 30%)
Consolidated Entity
Expense of share based payments
Non-deductible expenses
Income tax benefit not brought to account
Income tax attributable to the entity
(4,074,664)
-
(1,222,399)
-
655,476
-
711
-
566,212
-
-
-

As at 30 June 2016, the consolidated entity had estimated unrecouped operating income tax losses the benefit of which has not been brought to account as current realisation is not probable.

The benefit will only be obtained if:

(i) The Consolidated Entity derives future assessable income of a nature and an amount sufficient to enable the benefits from the deductions for the losses to be realised.

(ii) The Consolidated Entity continues to comply with the conditions for deductibility imposed by the law;

(iii) No changes in tax legislation adversely affect the Consolidated Entity in realising the benefit from the deductions for the losses.

As at 30 June 2016 there were no franking credits available for subsequent financial years.

29

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

7.
Cash and cash equivalents
Reconciliation of operating loss after tax to net the cash flows used in operations
Loss from ordinary activities after tax
Non-cash items
Creditors settled for equity
Share based payments
Changes in assets and liabilities:
Increase in trade and other creditors
Increase in trade and other receivables
Net cash out flow from operating activities
Reconciliation of cash
Cash balance comprises:
Cash at bank
8.
Trade and other receivables
Current
GST receivable
Prepayments
Loan to key management personnel (refer to note 18)
Other receivables
Non-Current
Tenement guarantees (i)
Other receivables
2016
2015
$
$
(4,074,664)
-
879,014
-
2,184,921
-
367,487
-
(97,141)
-
(740,383)
-
3,035,739
-
3,035,739
-
90,634
-
9,814
-
16,800
-
47,836
-
165,084
-
7,500
-
-
-
7,500
-

(i) Tenement guarantees are classified as current if expected to be refunded within 12 months upon relinquishment of exploration tenement. Information about the impairment of trade and other receivables, their credit quality and the Group’s exposure to credit risk and interest rate risk can be found in note 19.

9. Plant and equipment

Plant and equipment at cost
Accumulated depreciation
Total plant and equipment
Movement in carrying amounts:
Balance at beginning of the year
Additions
Disposals
Depreciation
Total plant and equipment
5,874
-
-
-
5,874
-
-
-
5,874
-
-
-
-
-
5,874
-

30

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

10.
Trade and other payables
Trade creditors
Accruals
Employee benefits payable
Other payables
2016
2015
$
$
1,010,209
-
85,833
-
91,705
-
74,963
-
1,262,710
-

Trade and other payables are non-interest bearing and payable on demand. Due to their short term nature, the carrying value of trade and other payables is assumed to approximate their fair value.

11.
Financial liabilities – convertible notes
Convertible notes and accrued interest
Balance at beginning of the year
Convertible notes issued
Convertible notes settled in shares
Total convertible notes
60,000
-
60,000
-
-
-
810,000
-
(750,000)
-
60,000
-

Key terms of the $60,000 convertible note remaining:

  • Maturity date: 15 September 2016

  • Total limit: $60,000

  • Interest rate: Reserve Bank of Australia Cash Rate plus 6% pa paid quarterly, subsequently agreed to forego interest on settlement

  • Security: Unsecured

Key terms of the $750,000 convertible notes settled on 29 June 2016 through the issue of shares and options (note 23(c)):

  • Maturity date: 31 December 2017

  • Total limit: $1,000,000

  • Interest rate: 12% pa payable monthly in arrears, subsequently agreed to forego interest on settlement

  • Security: Secured by a charge over the assets of the Company

  • Conversion: upon merger transaction each note converts in to a number of ordinary shares calculated by multiplying the principal and interest owing by an uplift of 1.667 and divided by the conversion price (being requalification price).

31

Notes to the Consolidated Financial Statements for the year ended 30 June 2016

IODM Limited

11. Financial liabilities – convertible notes continued

The convertible note with face value of $60,000 is accounted for at amortised cost and the note with face value of $750,000 is accounted for at fair value through profit or loss (see accounting policy disclosed in note 2(n)). On 29 June 2016, holders of convertible notes in The Debtor Management Hub Pty Ltd ( with face value of $750,000) were issued 31,250,000 fully paid ordinary shares and 15,625,002 options in accordance with the term of the convertible note.. The fully paid ordinary shares were valued at $1,250,000 being $0.04 per share, the price at which shares were issued under the Prospectus dated 1 April 2016. The fair value at grant date of options granted was determined to be $379,014 using the Black Scholes 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 and the risk free interest rate for the term of the option. The table below summaries options granted to noteholders:

Grant Date
Expiry date
Exercise price Granted during
the year

Exercised
during the year
Forfeited
during the year
Balance at end
of the year
Exercisable at
end of the year
Number Number Number Number Number
29/06/2016
31/03/2019
$0.05 15,625,002 - - 15,625,002 15,625,002
Weighted remaining contractual life (years) 2.8 - - 2.8 2.8
Weighted average exercise price $0.05 - - $0.05 $0.05

The model inputs, not included in the table above, for above options granted during the year ended 30 June 2016 included:

(a) options are granted for no consideration;

(b) share price per Prospectus dated 1 April 2016 was $0.04;

(c) expected volatility of 110%;

(d) expected dividend yield of nil; and

(e) a risk free interest rate of 1.75%.

The total fair value of the shares and options issued as part of the conversion was $1,629,014 resulting in IODM Limited incurring finance costs of $879,014 recognised in the statement of profit or loss and comprehensive income.

2016 2015 $ $

12. Issued capital

(a) Issued and paid up capital

Ordinary shares fully paid
(b)
Movements in ordinary shares on issue
Opening Balance
Issue of seed capital
IODM Limited shares on issue at acquisition date
Shares issued under Prospectus
Shares issued to vendors
Shares issued to convertible noteholders
Transaction costs on share issue
5,276,464
-
2016
2015
Number of
shares
$
Number of
shares
$
-
-
-
-
112,353
1,124
-
-
48,648,317
-
-
-
76,500,000
3,060,000
-
-
175,000,000
1,945,933
-
-
31,249,998
1,250,000
-
-
-
(980,593)
-
-
331,510,668
5,276,464
-
-
5,276,464
-

32

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

12. Issued capital continued

(c) Ordinary shares

The Group does not have authorised capital nor par value in respect of its issued capital. Ordinary shares have the right to receive dividends as declared and, in the event of a winding up of the Group, to participate in the proceeds from sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or proxy, at a meeting of the Group.

(d) Share options

As at the date of this report, there are 52,168,483 unissued ordinary shares under options (52,168,483 at the reporting date). The details of the options at the date of this report are as follows:

Number Exercise Price $ Expiry Date Details
24,543,481
12,000,000
15,625,002
$0.04
$0.04
$0.05
31/12/2016
31/03/2019
31/03/2019
IODM Limited listed options on issue at acquisition date (IODO)
Options issued to broker
Options issued to convertible noteholders

No option holder has any right under the options to participate in any other share issue of the Group or any other entity.

(e) Performance shares

As at the date if this report, there are 82,500,000 Performance Shares on issue. Refer to note 23 for further detail.

(f) Capital risk management

The Group’s capital comprises share capital and reserves less accumulated losses. As at 30 June 2016, the Group has net assets of $1,891,487 (2015: $nil). The Group manages its capital to ensure its ability to continue as a going concern and to optimise returns to its shareholders. Refer to note 19 for further information on the Group’s financial risk management policies.

2016
2015
$
$
13.
Reserves
Share based payments reserve 689,687
-
Total 689,687
-
Movements in Reserves:
Share based payment reserve
At beginning of the period
Options issued to convertible noteholders
Options issued to broker
Balance at the end of the year
-
-
379,014
310,673
-
689,687
-

The share based payment reserve is used to record the value of equity benefits provided to convertible noteholders and the Company’s broker during the year.

33

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

2016
$
2015
$
-
-
(4,074,664)
-
(4,074,664)
-
14.
Accumulated losses
Movements in accumulated losses were as follows:
Opening balance
Loss for the year
Balance at the end of the year

15. Subsequent events

On 31 August 2016, Dr. Kasian was appointed to the board as a Non-Executive Director.

There were no other known significant events from the end of the financial year to the date of this report.

16.
Loss per share
Loss used in calculating basic and dilutive EPS


Weighted average number of ordinary shares used in
calculating basic loss per share:
Effect of dilution:
Share options
Adjusted weighted average number of ordinary shares
used in calculating diluted loss per share:
17.
Auditor’s remuneration
The auditor of IODM Limited is BDO Audit (WA) Pty Ltd
Amounts received or due and receivable BDO Audit (WA) Pty Ltd for:
- an audit or review of the financial report
- non-audit related services – preparation of Investigating Accountant’s Report
(4,074,664)
-
Number of Shares
2016 2015
175,433,192
-
-
-
175,433,192
-
26,222
-
9,690
-
35,912
-

34

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

18. Related party disclosures

(a) Key Management Personnel

Details of the nature and amount of each element of the emolument of each Director and Executive of the Group for the financial year are as follows:

Short term employee benefits
Post employment benefits
Total remuneration
2016
$
2015
$
409,058
284,184
22,218
29,711
431,276
313,895

The total remuneration disclosed above relates to The Debtor Management Hub Pty Ltd, the accounting acquirer as disclosed in note 4.

Loans to key management personnel

During the year, an unsecured temporary loan of $16,800 was advanced to the Business Impact Group Pty Ltd, a company in which Mr. Michael Bugelly was a director and in which The Rufus Partnership (Vic) Pty Ltd is a shareholder.

There were no other loans made to key management personnel for the year ended 30 June 2016.

Other transaction with key management personnel

The Rufus Partnership (Vic) Pty Ltd, a company in which Mr. Michael Bugelly is a director and shareholder, provided the Group with corporate advisory services totalling $140,000 (2015: $nil) of which $12,000 (2015: $nil) was outstanding at year end.

Vendas Pty Ltd, a company in which Mr. Michael Bugelly is a director and shareholder provided the Group with provision of director services totaling $18,000 (2015: $nil) of which $18,000 was outstanding at year end.

Dalmar Holdings Pty Ltd, a company which Mr. Damian Arena is a director and shareholder provided the Group with consultancy services totaling $104,000 (2015: $nil) and provision of director services of $18,000 (2015: $nil) of which $18,000 was outstanding at year end.

Apex Private Wealth ATF Reprah Family Trust, a company in which Mr. Earle Harper is a director and shareholder, provided the Group with the provision of consulting services totalling $20,000 (2015: $nil) of which no amount (2015: $nil) was outstanding at year end.

Styletown Investments Pty Ltd, a company in which Mr. Mark Reilly is a director and shareholder, provided the Group with the provision of director services totalling $15,000 (2015: $nil) of which no amount (2015: $nil) was outstanding at year end.

Garrison Capital (Victoria) Pty Ltd, a company in which Mr. Mark Reilly and Anthony Reilly are directors and shareholders, provided the Group with a fully serviced office including administration and information technology support totalling $20,000 (2015: $60,000) of which no amount (2015: $5,000) was outstanding at year end.

Gemstar Investments Limited, a company in which Mr. Brian McMaster is a director and shareholder, provided the Group with the provision of director services totalling $11,000 (2015: $nil) of which no amount (2015: $nil) was outstanding at year end.

35

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

18. Related party disclosures continued

Lindsay Rueda Services Pty Ltd, a company in which Nicholas Lindsay is a director and shareholder, provided the Group with the provision of director services totalling $20,000 (2015: $20,000) of which no amount (2015: $2,500) was outstanding at year end.

75,000,000 Performance Shares were issued to shareholder of The Debtor Management Hub Pty Ltd. The following directors were also shareholders of The Debtor Management at the date of acquisition and received the following Performance Shares:

Class Director and Other KMP Number
Issued
Grant Date Exercise
Price
Expiry Date of
Milestone
Achievement
Share Price on
Grant Date ($)
A Mr. Damian Arena
Mr. Michael Bugelly
Mr. Earle Harper
1,900,000
550,000
7,000
29/06/2016 Nil 31/12/2017 0.04
B Mr. Damian Arena
Mr. Michael Bugelly
Mr. EarleHarper
1,900,000
550,000
7,000
29/06/2016 Nil 31/12/2017 0.04
C Mr. Damian Arena
Mr. Michael Bugelly
Mr. EarleHarper
1,900,000
550,000
7,000
29/06/2016 Nil 31/12/2017 0.04
D Mr. Damian Arena
Mr. Michael Bugelly
Mr. EarleHarper
13,300,000
3,850,000
49,000
29/06/2016 Nil 31/12/2017 0.04
E Mr. Damian Arena
Mr. Michael Bugelly
Mr. EarleHarper
3,800,000
1,100,000
14,000
29/06/2016 Nil 31/12/2018 0.04
F Mr. Damian Arena
Mr. Michael Bugelly
Mr. EarleHarper
3,800,000
1,100,000
14,000
29/06/2016 Nil 31/12/2018 0.04
G Mr. Damian Arena
Mr. Michael Bugelly
Mr. EarleHarper
11,400,000
3,300,000
42,000
29/06/2016 Nil 31/12/2018 0.04

Transactions with key management personnel were made at arm’s length at normal market prices and normal commercial terms. There were no other transactions made to key management personnel for the year ended 30 June 2016.

(b) Subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of IODM Limited and the following subsidiaries:

Name of Entity Country of
Incorporation
Equity Holding Equity Holding
2016 2015
The Debtor Management Hub Pty Ltd Australia 100% -
The Innovative Online Debt Management Trust Australia 100% -
Paradigm NSW Pty Limited Australia 100% -
Paradigm Queensland Pty Limited Australia 100% -
Tungsten NSW PtyLimited Australia 100% -

36

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

19. Financial risk management

Exposure to interest rate, liquidity, and credit risk arises in the normal course of the Group’s business. The Group does not hold or use derivative financial instruments. The Group’s principal financial instruments comprise mainly of deposits with banks. The totals for each category of financial instruments are as follows:

Financial Assets
Cash and cash equivalents
Trade and other receivables
Financial Liabilities
Trade and other payables
2016
2015
$
$
3,035,739
-
172,584
-
1,262,710
-

The Group uses different methods as discussed below to manage risks that arise from these financial instruments. The objective is to support the delivery of the financial targets while protecting future financial security.

(a) Liquidity Risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities.

The Group manages liquidity risk by maintaining sufficient cash facilities to meet the operating requirements of the business and investing excess funds in highly liquid short term investments. The responsibility for liquidity risk management rests with the Board of Directors.

Alternatives for sourcing future capital needs include the cash position and future equity raising alternatives. These alternatives are evaluated to determine the optimal mix of capital resources for our capital needs. The Board expects that, assuming no material adverse change in a combination of our sources of liquidity, present levels of liquidity will be adequate to meet expected capital needs.

Maturity analysis for financial liabilities

Financial liabilities of the Group comprise trade and other payables. As at 30 June 2016 all financial liabilities are contractually matured within 60 days.

(b) Interest Rate Risk

Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair value of financial instruments.

The Group’s exposure to changes to interest rate risk relates primarily to its earnings on cash and term deposits. The Group manages the risk by investing in short term deposits.

nages the risk by investing in short term deposits.
2016 2015
$ $
Cash and cash equivalents 3,035,739 -

37

Notes to the Consolidated Financial Statements for the year ended 30 June 2016

IODM Limited

19. Financial risk management continued

Interest rate sensitivity

The following table demonstrates the sensitivity of the Group’s Statement of Profit or Loss and Other Comprehensive Income to a reasonably possible change in interest rates, with all other variables constant.

Change in Basis Points Effect on Post Tax Loss ($) Effect on Equity including
Increase/(Decrease) retained earnings ($)
Increase/(Decrease)
2016 2015 2016
2015
Increase 100 basis points 30,357 - 30,357
-
Decrease 100 basispoints (30,357) - (30,357)
-

A sensitivity of 100 basis points has been used as this is considered reasonable given the current level of both short term and long term Australian Dollar interest rates. This would represent two to four movements by the Reserve Bank of Australia.

(c) Credit Risk Exposures

Credit risk represents the risk that the counterparty to the financial instrument will fail to discharge an obligation and cause the Group to incur a financial loss. The Group’s maximum credit exposure is the carrying amounts on the statement of financial position. The Group holds financial instruments with credit worthy third parties.

At 30 June 2016, the Group held cash at bank. These were held with financial institution with a rating from Standard & Poors of AA or above (long term). The Group has no past due or impaired debtors as at 30 June 2016 (2015: nil).

(d) Fair Value Measurement

There were no financial assets or liabilities at 30 June 2016 requiring fair value estimation and disclosure as they are either not carried at fair value or in the case for short term assets and liabilities, their carrying values approximate fair value.

20. Contingent liabilities

There are no known contingent liabilities as at 30 June 2016 (2015: nil).

21. Commitments

There are no known commitments as at 30 June 2016 (2015: nil).

22. Dividends

No dividend was paid or declared by the Group in the period since the end of the financial year, and up to the date of this report. The Directors’ do not recommend that any amount be paid by way of a dividend for the financial year ended 30 June 2016.

The balance of the franking account is Nil at 30 June 2016 (2015: nil).

38

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

23. Share based payments

(a) Recognised share based payment transactions

Share based payment transactions recognised as operation expenses in the statement of profit or loss and other

comprehensive income or on the statement of financial position during the year were as follows:

Acquisition of subsidiaries
Shares issued to vendors of The Debtor Management Hub Pty Ltd (refer to notes 4 and
23(b))
Shares issued to vendors of The Innovative Online Debt Management Trust (refer to
notes 24 and 23(b))
Share issue costs
Share based payments to broker, capitalised as share issue costs (notes 12 and 23(d))
2016
$
2015
$
2,184,921
-
1,124
-
2,186,045
-
310,673
-

(b) Acquisition of Subsidiaries

Share based payments to vendors of The Debtor Management Hub Pty Ltd

On 29 June 2016, IODM Limited (formerly Paradigm Metals Limited) completed the acquisition of The Debtor Management Hub Pty Ltd. Under the Australian Accounting Standards The Debtor Management Hub Pty Ltd was deemed to be the accounting acquirer in this transaction. The acquisition has been accounted for as a shares based payment by which The Debtor Management Hub Pty Ltd acquires the net assets and listing status of IODM Limited. Refer to note 4 for further detail.

The purchase consideration was the issue of 175,000,000 shares in IODM Limited (legal parent) and Performance Shares (refer below) to the shareholders of The Debtor Management Hub Pty Ltd deemed to have a value of $1,945,933. Of the 175,000,000 shares in IODM Limited issued to shareholders of The Debtor Management Hub Pty Ltd, 63,161,865 were issued to Mr. Damian Arena, 17,491,745 were issued to Mr. Michael Bugelly and 1,749,174 were issued to Mr. Earle Harper.

IODM Limited also issued a total of 75,000,000 Performance Shares to the shareholders of The Debtor Management Hub Pty Ltd (refer to the Directors’ Report for further detail) which convert to ordinary fully paid shares on a one for one basis following the achievement of the performance milestones before the expiry date.

The terms of the Performance Shares are as follows:

  • Each Class A Performance Share will convert in to one fully paid ordinary share by IODM executing a distribution agreement with the institute of Public Accountants (“IPA”) (www.publicaccountants.org.au) for IODM to have its product and service distributed via the IPA network of members, commercial terms must be negotiated with a royalty stream back to the IPA or IODM satisfying the relevant Class D Performance Shares milestone;

  • Each Class B Performance Share will convert in to one fully paid ordinary share by having an integration partner where IODM is incorporated into a third party service via an application process interface (“API”) and the IODM system is distributed through this third party integration platform (“Platform”); and executing one distribution agreement (of a commercial scale) (“Distribution Agreement”) where its Platform is used outside of Australia (“International Market”) or IODM satisfying the relevant Class D Performance Shares milestone;

39

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

23. Share based payments continued

  • Each Class C Performance Share will convert in to one fully paid ordinary share by IODM being on the Platform and executing a Distribution Agreement with either a bank where the Platform is used with the banks pre-existing platform; or a major tier 1 accounting/consulting firm where the Platform is used with the accounting/consulting firms existing platform; or IODM satisfying the relevant Class D Performance Shares milestone;

  • Each Class D Performance Share will convert in to one fully paid ordinary share by IODM attaining one of the following: 6,000 paying users; or quarterly revenue of $1.5 million from subscriptions; or annualised EBIT of $1.5 million attributed to the IODM business;

  • Each Class E Performance Share will convert in to one fully paid ordinary share by IODM being on the Platform and executing a Distribution Agreement where its services are distributed in at least two International Markets e.g UK, USA, NZ, Asia; or IODM satisfying the Class G performance Shares milestone;

  • Each Class F Performance Share will convert in to one fully paid ordinary share by IODM being on the Platform and executing a Distribution Agreement with a bank where the Platform is used with the banks pre-existing platform; and a major tier 1 accounting/consulting firm where the Platform is used with the accounting/consulting firms existing platform; or IODM satisfying the Class G Performance Share milestone;

  • Each Class G Performance Share will convert in to one fully paid ordinary share by IODM attaining of the following 12,000 paying users; or quarterly revenue of $3 million from subscriptions; or annualised EBIT of $6 million attributed to the IODM business.

The fair value of the Performance Shares was determined to be nil at the time of issue given Management’s assessment of the likelihood of the conversion milestones as detailed above being met. As at 30 June 2016 the likelihood has been deemed nil for all Performance Shares.

Share based payments to vendors of The Innovative Online Debt Management Trust

During the financial year 112,353 shares were issued to vendors of The Innovative Online Debt Management Trust. The fair value of the shares was deemed to be $1,124. Refer to note 24 for further detail.

(c) Share based payment to Director

During the financial year, Mr. Mark Reilly was issued 7,500,000 Performance Shares as a financial benefit and in remuneration for agreeing to remain on the board post completion of the acquisition of The Debtor Management Hub Pty Ltd. For terms of the Performance Shares refer to note 23(b) and remuneration report within the Directors’ report..

The total expense recognised with respect to the grant of the Performance Shares was determined to be nil at 30 June 2016 as Management has assessed 0% probability on the likelihood of the conversion milestones as detailed above being met at year end.

(d) Share based payment to broker

On 29 June 2016, IODM Limited issued 12,000,000 options as the facilitation fee payables in respect of the acquisition of The Debtor Management Hub Pty Ltd.

40

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

23. Share based payments continued

The fair value at grant date of options granted was determined to be $310,673 using the Black Scholes 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 and the risk free interest rate for the term of the option. The table below summaries options granted to noteholders:

Grant Date
Expiry date
Exercise price Granted during
the year

Exercised
during the year
Forfeited
during the year
Balance at end
of the year
Exercisable at
end of the year
Number Number Number Number Number
29/06/2016
31/03/2019
$0.04 12,000,000 - - 12,000,000 12,000,000
Weighted remaining contractual life (years) 2.8 - - 2.8 2.8
Weighted average exercise price $0.04 - - $0.04 $0.04

The model inputs, not included in the table above, for above options granted during the year ended 30 June 2016 included:

  • (f) options are granted for no consideration;

  • (g) share price per Prospectus dated 1 April 2016 was $0.04;

  • (h) expected volatility of 110%;

  • (i) expected dividend yield of nil; and

  • (j) a risk free interest rate of 1.75%.

24. Acquisition of assets

Acquisition – The Innovative Online Debt Management Trust in the current period

During the financial year, the Group acquired 100% of the voting shares of The Innovative Online Debt Management Trust (‘IODM Trust’).

The total cost of the acquisition was the issue of $1,124 fully paid ordinary shares in The Debtor Management Hub Pty Ltd. The Company issued securities as described in note 23(b). It is considered that the acquisition of IODM Trust is not a business combination, but rather an acquisition of assets.

The fair value of the identifiable assets and liabilities of IODM Trust as at the date of acquisition are:

Cash and cash equivalents
Trade and other receivables
Trade and other payables
Borrowings
Fair value of identifiable net assets
Cost of the acquisition:
Securities issued, at fair value
Total cost of the acquisition
Loss recognised on acquisition of subsidiary
Total
Recognised on
acquisition
$
485
3,520
(36,871)
(10,000)
(42,866)
1,124
1,124
(43,990)
(42,866)

There were no acquisitions during the previous financial year.

41

IODM Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2016

25. Parent entity information

The following details information related to the legal parent entity, IODM Limited (formerly Paradigm Metals Limited), at 30 June 2016. The information presented here has been prepared using consistent accounting policies as presented in note 2.

Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Issued capital
Reserves
Accumulated losses
Total equity
Loss of the parent entity
Other comprehensive income for the year
Total comprehensive loss of the parent entity
2016
$
2015
$
3,139,874
402,667
183
806,357
3,140,057
1,209,024
920,519
(57,685)
343,912
(5,000)
1,264,431
(62,685)
1,875,626
1,146,339
17,331,136
13,894,005
793,095
103,409
(16,248,605)
(12,851,076)
1,875,626
1,146,339
(1,824,915)
(1,278,199)
-
-
(1,824,915)
(1,278,199)

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2016 and 30 June 2015.

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2016 and 30 June 2015.

Capital commitments – Property, plant and equipment

The parent entity had no capital commitments for property, plant and equipment as at 30 June 2016 and 30 June 2015.

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; and

  • Investments in associates fare accounted for at lost, less any impairment, in the parent entity.

42

IODM Limited – Directors’ Declaration

In accordance with a resolution of the Directors of IODM Limited, I state that:

  1. In the opinion of the directors:

  2. (a) the financial statements and notes of the Group are in accordance with the Corporations Act 2001, including:

    • (i) giving a true and fair view of the financial position of the Group as at 30 June 2016 and of its performance, for the year ended on that date; and

    • (ii) complying with Australian Accounting Standards, the Corporations Regulations 2001, professional reporting requirements and other mandatory requirements; and

  3. (b) there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable; and

  4. (c) The financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standard Board.

  5. This declaration has been made after receiving the declarations required to be made by the Chief Executive Officer and Chief Financial Officer in accordance with sections 295A of the Corporations Act 2001.

On behalf of the board

==> picture [79 x 60] intentionally omitted <==

Damian Arena Managing Director

20 September 2016

43

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

==> picture [78 x 31] intentionally omitted <==

DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF IODM LTD

As lead auditor of IODM Ltd for the year ended 30 June 2016, I declare that, to the best of my knowledge and belief, there have been:

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

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

This declaration is in respect of IODM Ltd and the entities it controlled during the period.

==> picture [81 x 48] intentionally omitted <==

Dean Just Director

BDO Audit (WA) Pty Ltd Perth, 20 September 2016

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

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

==> picture [78 x 31] intentionally omitted <==

INDEPENDENT AUDITOR’S REPORT

To the members of IODM Ltd

Report on the Financial Report

We have audited the accompanying financial report of IODM Ltd, which comprises the consolidated statement of financial position as at 30 June 2016, 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, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility 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 Note 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Stat ements, that the financial statements comply with International Financial Reporting Standards .

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

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

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

==> picture [78 x 31] intentionally omitted <==

Independence

In conducting our audit, 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 IODM Ltd, would be in the same terms if given to the directors as at the time of this auditor’s report.

Opinion

In our opinion:

  • (a) the financial report of IODM Ltd is in accordance with the Corporations Act 2001 , including:

  • (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and

  • (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and

  • (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 2.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 7 to 14 of the directors’ report for the year ended 30 June 2016. 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.

Opinion

In our opinion, the Remuneration Report of IODM Ltd for the year ended 30 June 2016 complies with section 300A of the Corporations Act 2001 .

BDO Audit (WA) Pty Ltd

==> picture [73 x 80] intentionally omitted <==

Dean Just

Director

Perth, 20 September 2016

IODM Limited – Corporate Governance Statement

This statement has been approved by the Board. It is current as at 30 September 2016.

IODM’s approach to Corporate Governance

This Statement explains how IODM addresses the ASX Corporate Governance Council’s, ‘Corporate Governance Principles and Recommendations – 3rd Edition' (referred to as either ASX Principles or Recommendations).

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1 – A listed entity should disclose:

  • a) the respective roles and responsibilities of its board and management; b) those matters expressly reserved to the board and those delegated to management.

Role of the IODM Board (‘the Board”)

The Board is responsible for the governance of IODM. The role of the Board is to provide overall strategic guidance and effective oversight of management. The Board derives its authority to act from IODM’s Constitution.

The Board's responsibilities are set out in a formal Charter which the Board reviews every two years. The Charter was most recently reviewed in September 2016.

The major powers the Board has reserved to itself are:

  • Appointment of senior executives and the determination of their terms and conditions including remuneration and termination;

  • � Driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management’s performance;

  • � Reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;

  • � Approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures;

  • � Approving and monitoring the budget and the adequacy and integrity of financial and other reporting; � Approving the annual, half yearly and quarterly accounts; � Approving significant changes to the organisational structure;

  • Approving the issue of any shares, options, equity instruments or other securities in the Company (subject to compliance with ASX Listing Rules);

  • � Ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision making;

  • Recommending to shareholders the appointment of the external auditor as and when their appointment or re-appointment is required to be approved by them (in accordance with the ASX Listing Rules); and

  • Meeting with the external auditor, at their request, without management being present.

Delegation to the Managing Director

The Board has delegated to the Managing Director responsibility for implementing IODM’s strategic direction and for managing IODM’s day-to-day operations.

Recommendation 1.2 – A listed entity should disclose:

  • a) undertake appropriate checks before appointing a person or putting forward to security holders a candidate for election, as a director;

  • b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.

The Group does not have a Nomination Committee. The role of the Nomination Committee has been assumed by the full Board operating under the Nomination Committee Charter adopted by the Board.

When considering the appointment of a new Director, the Board may engage the services of an executive recruitment firm to assist identify suitable candidates to be shortlisted for consideration for appointment to the Board and to carry out appropriate reference checks before the Board makes an offer to a preferred candidate.

47

IODM Limited – Corporate Governance Statement

Newly appointed directors must stand for reappointment at the next subsequent AGM. The Notice of Meeting for the AGM provides shareholders with information about each Director standing for election or re-election including details of relevant skills and experience.

Recommendation 1.3 – A listed entity should have a written agreement with each director and executive setting out the terms of their appointment.

New Directors consent to act as a director and receive a formal letter of appointment which sets out duties and responsibilities, rights, and remuneration entitlements.

Recommendation 1.4 – The company secretary of a listed entity should be accountable directly to the chair, on all matters to do with the proper functioning of the board.

IODM’s Company Secretary fulfils a broad range of management responsibilities in addition to company secretarial duties. As a result, the formal reporting line of the Company Secretary is to the Managing Director. For any matter relevant to the company secretarial duties or conduct of the Board, the Company Secretary has an indirect reporting line, and is accountable, to the Chair of the Board.

Recommendation 1.5 – A listed entity should:

  • a) have a diversity policy which includes requirements for the board to or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;

  • b) disclose that police or a summary of it; and

  • c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either:

1. the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or

2. if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

The Group has not disclosed its policy concerning diversity, its measurable objectives for achieving gender diversity and its progress towards achieving those objectives.

The Board continues to monitor diversity across the organisation. Due to the size of the Group, the Board does not consider it appropriate at this time to formally set measurable objectives for gender diversity.

The Group is committed to workplace diversity and to ensuring a diverse mix of skills and talent exists amongst its directors, officers and employees, to enhance Group performance. The Board has adopted a Diversity Policy which addresses equal opportunities in the hiring, training and career advancement of directors, officers and employees.

In accordance with this policy, the Board provides the following information pertaining to the proportion of women across the organisation at the date of this report.

Actual Actual
Number Percentage
Women in the whole organisation
Women in senior executive positions
Women on the board
2
2
-
28%
28%
-

48

IODM Limited – Corporate Governance Statement

Recommendation 1.6A listed entity should:

  • a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors;

  • b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

Evaluation of Board and individual Directors

The Board of IODM conducts its performance review of itself on an ongoing basis throughout the year. The small size of the Group and hands on management style requires an increased level of interaction between Directors and Executives throughout the year. Board members meet amongst themselves both formally and informally. The Board considers that the current approach that it has adopted with regard to the review of its performance provides the best guidance and value to the Group given its size.

Recommendation 1.7 – A listed entity should:

  • a) have and disclose a process for periodically evaluating the performance of its senior executives; and

  • b) disclose, in relation to each reposting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

The Board of IODM conducts its performance review the Managing Director on an ongoing basis throughout the year. The small size of the Group and hands on management style requires an increased level of interaction between Directors throughout the year. Board members meet amongst themselves both formally and informally. The Board considers that the current approach that it has adopted with regard to the review of its performance provides the best guidance and value to the Group.

Principle 2: Structure the Board to add value

IODM’s Constitution provides for a minimum of three directors and a maximum of twelve.

The Directors of IODM at any time during the financial year are listed with a brief description of their qualifications, appointment date, experience and special responsibilities on pages 1 to 3 of the Annual Report.

The Board met six times during the financial year. Director’s attendances are set out on page 7 of the 2016 Annual Report.

Recommendation 2.1 – The Board of a listed entity should:

  • a) have a nomination committee which:

1. Has at least three members, a majority of whom are independent directors; and

2. Is chaired by an independent director; and disclose:

3. the charter of the committee; 4. the members of the committee; and 5. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

  • b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable to discharge its duties and responsibilities effectively.

The Group does not have a Nomination committee. The role of the Nomination Committee has been assumed by the full Board operating under the Nomination Committee Charter adopted by the Board.

Recommendation 2.2 – The listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

The Group does not have an established board skills matrix on the mix of skills and diversity for Board membership.

49

IODM Limited – Corporate Governance Statement

The Board continues to monitor the mix of skills and diversity on the Board. Due to the size of the Group, the Board does not consider it appropriate at this time to formally set matrix on the mix of skills and diversity for Board membership.

Recommendation 2.3 – A listed entity should disclose:

  • a) the names of the directors considered by the board to be independent directors;

  • b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion and

  • c) the length of service of each director.

The skills, experience and expertise relevant to the position of Director held by each Director in office at the date of the annual report is included in the Directors’ Report. Directors of the Group are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement.

The Board has accepted the following definition of an Independent Director: “An Independent Director is a Director who is not a member of management, is a Non-executive Director and who:

  • is not a substantial shareholder (under the meaning of Corporations Act 2001) of the Group or an officer of, or otherwise associated, directly or indirectly, with a substantial shareholder of the Group;

  • � has not within the last three years been employed in an executive capacity by the Group or another Group member, or been a Director after ceasing to hold any such employment;

  • is not a principal of a professional adviser to the Group or another Group member;

  • is not a significant consultant, supplier or customer of the Group or another Group member, or an officer of or otherwise associated, directly or indirectly, with a significant consultant, supplier or customer;

  • has no significant contractual relationship with the Group or another Group member other than as a Director of the Group;

  • is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Group.”

In accordance with the definition of independence above, as at 30 June 2016, two directors are considered independent. A third independent Director, Dr. Paul Kasian, was appointed subsequent to year end. Accordingly, as at the date of this report, the majority of the board is independent.

There are procedures in place, as agreed by the board, to enable Directors to seek independent professional advice on issues arising in the course of their duties at the Group’s expense. The term in office held by each Director in office at the date of this report is as follows:

Name Title Term in office
Mr. Damian Arena Managing Director 3 months
Mr. Michael Bugelly Executive Director 3 months
Mr. Mark Reilly Independent Chairman 11 months
Mr. Earle Harper Independent Director 7 months
Dr. Paul Kasian Independent Director 1 month

Recommendation 2.4 – The majority of the Board of a listed entity should be independent Directors.

As at 30 June 2016, the Board comprised two non-executive Directors, one executive Director and one Managing Director. he Board has determined that the two non-executive Directors were throughout the entirety of the financial year, independent.

50

IODM Limited – Corporate Governance Statement

Recommendation 2.5 – The Chair of the Board of a listed entity should be an independent Director and, in particular, should not be the same person as the CEO of the entity.

Under IODM’s Constitution, the Board elects a Chairman from amongst the non-executive Directors. If a Chairman ceases to be an independent Director then the Board will consider appointing a lead independent Director.

IODM’s Chairman, Mr. Mark Reilly is considered an independent Director. The Directors consider that the current Chairman of the Board is appropriate to the size and nature of operations of the Group.

Recommendation 2.6 – The listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.

The formal letter of appointment and an induction pack provided to Directors contain sufficient information to allow the new Director to gain an understanding of:

  • The rights, duties and responsibilities of Directors;

  • The role of Board Committees;

  • The roles and responsibilities of the Managing Director; and

  • IODM’s financial, strategic, and operational risk management position.

Directors are encouraged to take appropriate professional development opportunities approved by the Board.

Principle 3: Promote ethical and responsible decision making

Recommendation 3.1 – A listed entity should:

a) have a code of conduct for its directors, senior executives and employees; and b) disclose that code or a summary of it.

IODM has a Code of Conduct that applies to IODM and its Directors, employees and contractors (all of which are referred to as “employees” in the Code).

The Code of Conduct sets out a number of overarching principles of ethical behaviour which are set out under the following headings:

  • Personal and Professional Behaviour;

  • Conflict of Interest;

  • Public and Media Comment;

  • Use of Company Resources;

  • Security of Information;

  • Intellectual Property/Copyright

  • Discrimination and Harassment;

  • Corrupt Conduct;

  • Occupational Health and Safety;

  • Legislation;

  • Fair Dealing;

  • Insider Trading;

  • Responsibilities to Investors;

  • Breaches of the Code of Conduct; and

  • Reporting Matters of Concern.

Training about the Code of Conduct is part of the induction process for new IODM employees.

IODM’s Code of Conduct is available on IODM’s website.

51

IODM Limited – Corporate Governance Statement

Principle 4: Safeguard integrity in corporate reporting

Recommendation 4.1 – A board of a listed entity should:

  • a) have an audit committee which:

1. has at least three members, all of whom are non-executive directors and a majority of whom are independent; and

2. is chaired by an independent director, who is not the chair of the board, and disclose:

3. the charter of the committee;

4. the relevant qualifications and experience of the members of the committee; and

5. in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

  • b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard that integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

The Group does not have an Audit and Risk Management Committee. The role of the Audit and Risk Management Committee has been assumed by the full Board operating under the Audit and Risk Management Committee Charter adopted by the Board.

Charter of the Audit and Risk Management Committee

The Board has formally adopted an Audit and Risk Management Committee Charter but given the present size of the Group, has not formed a separate Committee. Instead the function of the Committee will be undertaken by the full Board in accordance with the policies and procedures outlined in the Audit and Risk Management Committee Charter. At such time when the Group is of sufficient size a separate Audit and Risk Management Committee will be formed.

It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity. This includes both internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial and non- financial information. It is the Board’s responsibility for the establishment and maintenance of a framework of internal control of the Group.

Recommendation 4.2 – The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

The Managing Director will provide the Board with written assurances that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal compliance and control and that the system is operating effectively in all material respects in relation to financial reporting risks.

Recommendation 4.3 – A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

The external auditor attends IODM's Annual General Meeting. Shareholders may submit written questions to the auditor to be considered at the meeting in relation to the conduct of the audit and the preparation and content of the Independent Audit Report by providing the questions to IODM at least five business days before the day of the meeting. No questions were sent to the auditor in advance of the 2015 Annual General Meeting. Shareholders are also given a reasonable opportunity at the meeting to ask the auditor questions relevant to the conduct of the audit, the Independent Audit Report, the accounting policies adopted by IODM and the independence of the auditor.

52

IODM Limited – Corporate Governance Statement

Principle 5: Make timely and balanced disclosure

Recommendation 5.1 – A listed entity should:

  • a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and

  • b) disclose that policy or a summary of it.

Disclosure

IODM’s Disclosure Policy describes IODM 's continuous disclosure obligations and how they are managed by IODM. The Policy is reviewed bi-annually and is published on IODM’s website. It was most recently reviewed in September 2016.

Accountability

The Company Secretary reports to the Board quarterly on matters that were either notified or not notified to the ASX. Directors receive copies of all announcements immediately after notification to the ASX. All ASX announcements are available in the Media centre on the IODM website.

Financial market communications

Communication with the financial market is the responsibility of the Managing Director. Communication with the media is the responsibility of the Managing Director. The Disclosure Policy covers briefings to institutional investors and stockbroking analysts, general briefings, one-on-one briefings, blackout periods, compliance and review as well as media briefings.

The substantive content of all market presentations about the half year and full year financial results and all statements relating to IODM’s future earnings performance must be referred to, and approved by, the Board before they are disclosed to the market.

Principle 6: Respect the rights of shareholders

Recommendation 6.1 – A listed entity should provide information about itself and its governance to investors via its website.

IODM’s website at www.iodm.com.au provides detailed information about its business and operations. Details of IODM’s Board Members can be found here.

The Investor Relations link on IODM’s website provides helpful information to shareholder. It allows shareholders to view all ASX and media releases; various investor presentations; a copy of the most recent Annual Report and Annual Reports for at least the two previous financial years; and the notice of meeting and accompanying explanatory material for the most recent Annual General Meeting and the Annual General Meetings for at least the two previous financial years.

Shareholders can find information about IODM’s corporate governance on its website at www.iodm.com.au. This includes IODM’s Constitution, Board and Board Charters, and extensive list of IODM’s other Policies that support corporate governance.

The following documents are published on the IODM website under Investor / Corporate Governance:

  • Constitution

  • Corporate Governance Statement

  • Board Charter

  • Audit Committee Charter

  • Executive Committee Charter

  • Directors and Executive Offices’ Code of Conduct

  • Performance Evaluation Process

  • Code of Business Conduct

  • Dealing in Company Securities

  • Communications Strategy

  • Disclosure Policy

  • Risk Management and Internal Control Policy

53

IODM Limited – Corporate Governance Statement

Recommendation 6.2 – A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.

IODM is committed to communicating effectively with its shareholders and making it easier for shareholders to communicate with the Group.

IODM promotes effective communication with shareholders and encourages effective participation at general meetings, information is communicated to shareholders:

  • Through the release of information to the market via the ASX;

  • Through the Annual Report, half yearly report and quarterly reports;

  • Through the distribution of the annual report and notices of annual general meeting;

  • Through shareholder meetings and investor relations presentations; and

  • The external auditors are required to attend the annual general meeting and are available to answer any shareholder questions about the conduct of the audit and preparation of the audit report.

Recommendation 6.3 – A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.

Notices of meeting sent to IODM’s shareholders comply with the “Guidelines for notices of meeting” issued by the ASX in August 2007. Shareholders are invited to submit questions before the meeting and, at the meeting, the Chairman attempts to answer as many of these as is practical.

The Chairman also encourages shareholders at the meeting to ask questions and make comments about IODM’s operations and the performance of the Board and senior management. The Chairman may respond directly to questions or, at his discretion, may refer a question to another Director or the Managing Director.

New Directors or Directors seeking re-election are given the opportunity to address the meeting and to answer questions from shareholders.

Recommendation 6.4 – A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.

Shareholders have the option of electing to receive all shareholder communications by e-mail. IODM provides a printed copy of the Annual Report to only those shareholders who have specifically elected to receive a printed copy. Other shareholders are advised that the Annual Report is available on the IODM website.

All announcements made to the ASX are available to shareholders by email notification when a shareholder provides the IODM Share Registry with an email address and elects to be notified of all IODM ASX announcements.

The IODM Share Register is managed and maintained by Automic Share Registry Services Pty Ltd. Shareholders can access their shareholding details or make enquiries about their current shareholding electronically by quoting their Shareholder Reference Number (SRN) or Holder Identification Number (HIN), via the Automic Share Registry InvestorOnline Login or by emailing [email protected].

Principle 7: Recognise and manage risk

Recommendation 7.1 – A board of a listed entity should:

  • a) have a committee or committees to oversee risk, each of which:

1. has at least three members, all of whom are non-executive directors and a majority of whom are independent; and

2. is chaired by an independent director, who is not the chair of the board, and disclose:

3. the charter of the committee;

4. the members of the committee; and

5. as at the end of each reporting period the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

b) if it does not have a risk committee or committees that satisfy (a) above, disclose

54

IODM Limited – Corporate Governance Statement

that fact and the processes it employs for overseeing the entity’s risk management framework.

The Group does not have an Audit and Risk Management Committee. The role of the Audit and Risk Management Committee has been assumed by the full Board operating under the Audit and Risk Management Committee Charter adopted by the Board.

Details of the structure and Charter of the Audit and Risk Management Committee are set out in Recommendation 4.1.

Recommendation 7.2 – The board or a committee of the board should:

a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and

  • b) disclose, in relation to each reporting period, whether such a review has taken place.

Risk Management Policies

IODM has a number of other policies that directly or indirectly serve to reduce and/or manage risk. These include, but are not limited to:

  • Directors and Executive Offices’ Code of Conduct

  • Code of Business Conduct

  • Dealing in Company Securities

  • Communications Strategy

  • Disclosure Policy

  • Risk Management and Internal Control Policy

Roles and responsibilities

The Risk Management Policy, and the other policies listed above, describes the roles and responsibilities for managing risk. This includes, as appropriate, details of responsibilities allocated to the Board.

The Board is responsible for reviewing and approving changes to the Risk Management Policy and for satisfying itself that IODM has a sound system of risk management and internal control that is operating effectively. The Board annually reviews and approves IODM’s main risk exposures and the actions being taken to mitigate those risks.

Recommendation 7.3 – A listed entity should disclose:

  • a) If it has an internal audit function, how the function is structured and what role it performs; or

  • b) If it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

The Group does not have an established internal audit function given the size of its function. The risk management functions of the board are summarised under recommendations 7.1 and 7.2.

Recommendation 7.4 – A listed entity should disclose whether it has any material exposure to economic and social sustainability risks and, if it does, how it manages or intends to manage those risks.

The Board of IODM informally monitors and manages the Groups exposure to economic, environment and social responsibility risks. The Board considers that the current approach that it has adopted with regard to the sustainability risk management process is appropriate to the size and nature of operations of the Group.

Principle 8: Remunerate fairly and responsibly

Recommendation 8.1 – A board of a listed entity should:

  • a) have a remuneration committee which:

1. has at least three members, all of whom are non-executive directors and a majority of whom are independent; and

2. is chaired by an independent director,

55

IODM Limited – Corporate Governance Statement

and disclose:

3. the charter of the committee;

4. the members of the committee; and

5. as at the end of each reporting period the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

  • b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

The Board is responsible for determining and reviewing compensation arrangements for executive directors. The Board has formally adopted a Remuneration Committee Charter however given the present size of the Group, has not formed a separate Committee. Instead the function will be undertaken by the full Board in accordance with the policies and procedures outlined in the Remuneration Committee Charter. At such time when the Group is of sufficient size a separate Remuneration Committee will be formed.

There is no scheme to provide retirement benefits, other than statutory superannuation, to non-executive Directors.

Recommendation 8.2 – A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.

IODM’s remuneration structure distinguishes between non-executive Directors and that of Executive Directors. A Remuneration Report required under Section 300A(1) of the Corporations Act is provided in the Directors’ Report which forms part of the Annual Report.

  • Recommendation 8.3 – A listed entity which has an equity-based remuneration scheme should: a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

  • b) disclose that policy or a summary of it.

IODM does not have a policy on whether participants in equity based remuneration schemes are able to enter into transactions which limit the economic risk of participating in those schemes as the Group does not have an equity based remuneration scheme.

56

ASX Additional Information

Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows. The information is current at 16 September 2016.

Distribution of Share Holders

Ordinary Shares Ordinary Shares Listed options (IODO) Listed options (IODO)
No. of Holders No. of Shares No. of Holders No.of Options
1
- 1,000
1,001
- 5,000
5,001
- 10,000
10,001
- 100,000
100,001
- and over
141
69
34
313
206
26,293
195,470
263,233
13,674,389
317,240,054
24
22
9
39
26

8,810
59,861
61,862
1,427,894
22,985,054
TOTAL 763 331,399,439 120 24,543,481

There were 315 holders of ordinary shares holding less than a marketable parcel.

Substantial Shareholders

Substantial Shareholders
Holder Shares % of Issued Capital
ROGERS IODM PORTFOLIO PTY LTD
ARENA IODM PORTFOLIO PTY LTD
THE RUFUS PARTNERSHIP (VIC) PTY LTD
EVERFLOW TECHNOLOGIESINC
56,232,143
63,161,865
17,491,745
22,877,894
16.97
19.06
5.28
6.90

Restricted Securities

Restricted Securities
Security Restriction Period Number
Fully paid ordinaryshares 24 months from date of reinstatement toquotation 82,402,784
Options exercisable at $0.04 and
an expiry date of 31 March 2019
24 months from date of reinstatement to quotation 12,000,000
Performance shares 24 months from date of reinstatement toquotation 56,640,000
Fully paid ordinaryshares 12 months from date of issue 105,100,968
Options exercisable at $0.05 and
an expiry date of 31 March 2019
12 months from date of issue 15,625,002
Performance shares 12 months from date of issue 25,860,000

Voting Rights

The voting rights attached to the ordinary shares are governed by the Constitution.

On a show of hands every person present who is a Member or representative of a Member shall have one vote and on a poll, every Member present in person or by proxy or by attorney or duly authorised representative shall have one vote for each share held. None of the options have any voting rights.

1. The name of the Company Secretary is Ms Paula Cowan.

2. The address of the principal registered office in Australia is Level 5, 22 Albert Road, South Melbourne, Victoria 3205, Telephone + 61 (03) 9098 8689.

3. The register of securities is held at;

Automic Registry Services Pty Ltd, Level 1, 7 Ventnor Ave, West Perth WA 6005, Telephone +61 (08) 9324 2099.

4. Securities Exchange Listing

Quotation has been granted for 143,894,563 ordinary shares on all member exchanges of the Australian Securities Exchange Limited (“ASX”) and trade under the symbol ‘IOD’.

Quotation has been granted for 24,543,481 listed options exercisable at $0.04 and expiring on 31 December 2016 on all member exchanges of the Australian Securities Exchange Limited (“ASX”) and trade under the symbol ‘IODO’.

5. There are 187,504,876 unquoted ordinary shares at the date of this report and 82,500,000 unquoted Performance Shares.

6. Detailed schedules of exploration and mining tenements held are included on page 58.

7. Directors’ interests in share capital are disclosed in the Directors’ Report.

57

ASX Additional Information

8. There are 12,000,000 unlisted options exercisable at $0.04 on or before 31 March 2019 and 15,625,002 unlisted options exercisable at $0.05 on or before 31 March 2019 at the date of this report.

9. There is currently no on-market buy-back in place.

10. For the current financial year, the entity used its cash and assets in a form readily convertible to cash in a manner consistent with its business activities.

Top Twenty Share Holders

Name Number of
Sharesheld
%
ARENA IODM PORTFOLIO PTY LTD
ROGERS IODM PORTFOLIO PTY LTD
EVERFLOW TECHNOLOGIES INC
THE RUFUS PARTNERSHIP (VIC) PTY LTD
GEMSTAR INVESTMENTS LIMITED
CITICORP NOMINEES PTY LIMITED
KALIN CONSULTING PTY LTD
DELCUE PTY LTD
YONGALA INVESTMENTS PTY LTD
ISAR HOLDINGS PTY LTD
AMERICAS INVESTMENTS & PARTICIPATION LIMITED
WHISTLING KITE EQUITY LIMITED
CHRISTOPHER PHILLIPS
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
YONGALA INVESTMENTS PTY LTD
CANMOOR INVESTMENTS LIMITED
BUILDING 400 LIMITED
DOVE NOMINEES PTY LTD
MENTIPLAY PTY LTD
MRJASON PETERSON&MRSLISA PETERSON
63,161,865
56,232,143
22,877,894
17,491,745
11,250,000
10,565,709
7,787,954
5,699,225
5,000,000
5,000,000
5,000,000
3,705,403
3,333,334
2,541,164
2,500,000
2,447,500
2,447,500
2,325,000
2,324,749
2,112,491
19.06%
16.97%
6.90%
5.28%
3.39%
3.19%
2.35%
1.72%
1.51%
1.51%
1.51%
1.12%
1.01%
0.77%
0.75%
0.74%
0.74%
0.70%
0.70%
0.64%
Totals 239,678,275 72.32%

Top Twenty Option Holders (IODO)

Top Twenty Option Holders (IODO)
Name Number of
Options held
%
MS BYAMBAA ZOLZAYA
GEMSTAR INVESTMENTS LIMITED
CELTIC CAPITAL PTY LTD
MR JASON PETERSON & MRS LISA PETERSON
CPS CAPITAL GROUP PTY LTD
HAY STREET PROPERTY PTY LTD
MR JARED ALEXANDER EISEN
MR GARRY JOHN RISHWORTH & MRS ANGELA HANNY IRAWATI
MR SEAN DENIS O'BRIEN
P & D WILLIAMSON SUPER PTY LTD
MR ROBERT LAURENCE BOORMAN & MRS LAURA BOORMAN
VEGA FUNDS PTY LTD
VALLELONGA INTERNATIONAL PTY LTD
CHOWDER BAY PTY LTD
RWH NOMINEES PTY LTD
GIOJAZ MANAGEMENT PTY LTD
DR JOHN CORRAN CRAWFORD & MRS PAMELA MARY CRAWFORD
GIOJAZ MANAGEMENT PTY LTD
BARROSEVEN PTY LIMITED
MR RAUL USED
5,250,000
3,750,000
5,700,000
1,905,372
1,050,000
836,364
500,000
375,000
357,143
312,500
312,500
261,353
250,000
250,000
250,000
243,750
226,750
218,750
200,000
133,572
21.39%
15.28%
23.22%
7.76%
4.28%
3.41%
2.04%
1.53%
1.46%
1.27%
1.27%
1.06%
1.02%
1.02%
1.02%
0.99%
0.92%
0.89%
0.81%
0.54%
Totals 22,985,054 93.65%

58

Tenement Table

IODM Limited Tenement Table

Tenement Project Holder Interest
EPM 18294
EPM 19016
EPM25366
Four Mile Tank
The Ladies
The Ladies
Paradigm Queensland Pty Ltd
Paradigm Queensland Pty Ltd
Paradigm Queensland Pty Ltd
100%
100%
100%

59