MOTIO LTD — Interim / Quarterly Report 2021

Feb 25, 2021

February, 2021

Dear Shareholders,

Everyday, we hear that due to the COVID-19 pandemic, 2020 has been challenging, and for Motio, it wasn’t any different.

That said, we are pleased with our results for the first half of this financial year (1HFY21). Our positive performance would not have been possible without the strong support of our Rail partners and suppliers, our team members and the Government stimulus that allowed Motio to pursue its goals and continue to deliver on its mission.

This half, Motio undertook a successful capital raise, strengthening our financial position and enabling investment in our business which is now configured for growth and to pursue the opportunities that are emerging as the market regains confidence.

As you would expect, our audiences across Motio Health, Play and Go channels are strengthening. This has enabled Motio Media to continue to grow with the investment in the team well founded. Both Local and National sales are continuing to swell and programmatic revenues continue to show promise. The Software and Payments business offers an exciting addition to our future in the Motio Play business, and whilst early, customer feedback has been positive.

Motio is working with its partners to ensure our transition away from the Rail sector is successful and seamless. Motio is confident and on track to deliver on its growth mission and diversify its business by mid 2021.

Achieving an underlying EBITDA[1] of $301,177 whilst establishing the foundations to transition and scale the business in a challenging trading period is testament to a tremendous team effort - I am quietly optimistic about the outlook for our business in the second half – we are in a strong cash position, debt free and continue to be encouraged around future possibilities.

On a final note, I really want to thank our shareholders for continuing to help Motio grow. I am very pleased with the shareholder value that has been realised over the past 6 months. As always, please feel free to call or email me if you have any questions that I may be able to answer.

Thanks for your continued support,

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Adam Cadwallader | Managing Director

Sydney, February 2021.

1 Underlying EBITDA excludes other revenue (Government Grants) and has added back share based payments.

TABLE OF CONTENTS

Corporate Information	1
Directors’ Report	2
Auditor’s Independence Declaration	5
Consolidated Statement of Profit or Loss and Other Comprehensive Income	6
Consolidated Statement of Financial Position	7
Consolidated Statement of Changes in Equity	8
Consolidated Statement of Cash Flows	9
Notes to the Consolidated Financial Statements	10
Directors’ Declaration	20
Independent Auditor’s Review Report	21

Half Year Financial Report 31 December 2020

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CORPORATE INFORMATION
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1
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Half Year Financial Report 31 December 2020

Directors & Officers

Mr Justus Wilde – Non-Executive Chairman Mr Adam Cadwallader – Managing Director & CEO Mr Jason Byrne – Non-Executive Director Mr Harley Grosser – Non-Executive Director Mr Michael Johnstone – Chief Operating Officer Mr Ben Bussell – Chief Financial Officer

Company Secretary

Mr Matthew Foy

Registered Office

Level 8, 99 St Georges Terrace, Perth WA 6000

PO Box 5638 St Georges Terrace, Perth WA 6831

T: +61 (08) 9486 4036 F: +61 (08) 9486 4799

Securities Exchange

Australian Securities Exchange Limited (ASX) Home Exchange – Perth ASX Code – MXO, MXOOA

Australian Company Number

Bankers

Westpac Banking Corporation Level 4, Brookfield Place Tower 2, 123 St Georges Terrace, Perth WA 6000

Auditors

PKF Perth Level 5, 35 Havelock Street West Perth WA 6005

Share Registry

Automic Pty Ltd Level 2, 267 St Georges Terrace Perth WA 6000

T: +61 (0) 2 9698 5414 W: www.automicgroup.com.au

ACN 147 799 951

Australian Business Number

ABN 43 147 799 951

Website

www.motio.com.au

Domicile and Country of Incorporation

Australia

Solicitors

JDK Legal Level 5 1 Castlereagh Street Sydney NSW 2000

1

Half Year Financial Report 31 December 2020

DIRECTORS’ REPORT

Your Directors present their report on the consolidated entity consisting of Motio Limited ( MXO or the Company ) and the entities it controls at the end of, or during, the half-year ended 31 December 2020 (the Period ).

DIRECTORS

The Directors of the Company at any time during or since the end of the half-year period are as follows.

Mr Justus Wilde – Non-Executive Chairman Mr Adam Cadwallader – Managing Director & CEO Mr Jason Byrne – Non-Executive Director Mr Harley Grosser – Non-Executive Director (appointed 5 February 2021) Mr Mark Niutta – Non-Executive Director (resigned 31 December 2020)

REVIEW OF OPERATIONS

Motio is a leading Place Based and location Intelligence media company focused on creating memorable brand and customer experiences in long dwell time environments, Australia wide. With one of the largest place-based networks, Motio’s high-definition digital marketing environments are poised to capture the attention of its audiences, effectively and efficiently. Over the course of the Period, the Motio team has continued to diversify its business and despite the challenging conditions in the media sector, significant progress has been achieved. Motio’s mission continues to be the creation and development of a growth led business of significance beyond the conclusion of the cross-track contracts. This remains central to our business activity.

Motio launched its media sales business, Motio Media in July 2020. The Motio Media networks comprise digital screens within:

• Motio Go , 500+ Ampol in Store locations;

• Motio Health, 1000+ Medical Centres and;

• Motio Play , Indoor Sporting Environments and where people play for fun.

During the half-year ended 31 December 2020, Motio generated total revenues from continuing operations of $1,959,224 up 23% on the prior corresponding period (PCP) (1HFY20: $1,590,000). The revenue uplift over the period was driven by a combination of new media sales across Motio’s newly acquired asset group, software sales, supply, payments and its cross-track business. The loss from operations of the consolidated entity for the half year ended 31 December 2020 after providing for income tax was $28,542 (PCP profit of $214,375). Additional information on the operations and financial position of the Group and its business strategies and prospects is set out in this directors’ report and the interim financial report. Motio’s cash balance as at 31 December 2020 was $4,003,407.

On 19 August 2020 the Company announced a capital raise of approximately $2.3 million (before costs) by way of a two-tranche placement to raise approximately $1 million ( Placement ) together with a fully underwritten nonrenounceable entitlement offer to raise approximately $1.22 million.

The fully underwritten non-renounceable entitlement offered existing shareholders the ability to subscribe for 1 (one) fully paid ordinary share ( New Share ) for every 5 (five) existing shares held at $0.039 per share, together with 1 (one) attaching New Option for every 2 (two) New Shares subscribed for, to shareholders with a registered address in Australia or New Zealand held as at 7.00pm (AEST) on 28 August 2020 ( Entitlement Offer ). The Entitlement Offer closed on 25 September 2020 having been well supported by eligible shareholders in Australia and New Zealand.

Funds raised from the Entitlement Offer will be used to take advantage of opportunities emerging from the COVID19 pandemic, to expand the Company’s product offerings including the doubling of screens within the Motio Health channel, accelerating the growth of Motio Media’s sales team and accelerating marketing initiatives.

2

Half Year Financial Report 31 December 2020

During the period, the Company sought shareholder approval to change its name to Motio Ltd as well as change its ASX ticker code to ‘MXO’. The change of company name and ticker code on ASX occurred from the commencement of trading on Thursday, 12 November 2020.

On 31 December 2020, the Company advised that Mr Mark Niutta had resigned as a Director of the Company. Mark re-joined the Board at the end of 2018 and is a very experienced Director having made an excellent contribution to the business, representing shareholders to a high standard.

Subsequent Events

• Subsequent to the period on 5 February 2021 the Company announced the appointment of Mr Harley Grosser as Non-Executive Director of the Company. Harley Grosser is the Founder of Capital H Management, a Sydney based specialist small cap funds management company, and the manager of the Capital H Inception Fund. Mr Grosser also has experience working at firms such as Bligh Capital and Pie Funds Management.

• Subsequent to the period on 8 February 2021 the Company issued 330,000 ordinary shares at $0.08 per share to key executives as part of its key person retention program.

• The recent Australian and Global macroeconomic events due to the impact of COVID-19 has affected the Company’s operating and financial performance, specifically to its cross-track digital business. The company has been able to agree to relief measures with its operating partners. Management also undertook a number of cost-saving initiatives to significantly reduce the financial impact during the Period.

No other matter or circumstance has arisen since 31 December 2020 that has significantly affected, or may significantly affect:

• (i) the Group’s operations in future financial years, or (ii) the results of those operations in future financial years, or

• (iii) the Group’s state of affairs in future financial years.

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

There were no significant changes in the state of affairs of the Company and its controlled entities during the financial half-year period.

AUDITOR’S INDEPENDENCE DECLARATION

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 5.

This report is made in accordance with a resolution of the Directors.

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Adam Cadwallader Managing Director

Sydney, New South Wales.

26 February 2021

3

Half Year Financial Report

31 December 2020

4

PKF Perth

AUDITOR’S INDEPENDENCE DECLARATION

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TO THE DIRECTORS OF MOTIO LIMITED

In relation to our review of the financial report of Motio Limited for the half year ended 31 December 2020, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

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PKF PERTH

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SHANE CROSS

PARTNER

26 FEBRUARY 2021

WEST PERTH,

WESTERN AUSTRALIA

Level 4, 35 Havelock Street, West Perth, WA 6005 PO Box 609, West Perth, WA 6872

T: +61 8 9426 8999 F: +61 8 9426 8900 www.pkfperth.com.au

PKF Perth is a member firm of the PKF International Limited family of legally independent firms and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms.

Liability limited by a scheme approved under Professional Standards Legislation.

5

Half Year Financial Report

For the half year ended 31 December 2020

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

ONSOLIDATED STATEMENT OF PROFIT OR LOSS AND THER COMPREHENSIVE INCOME
	December 2020 $ December 2019 $ (Restated)
Revenue from continuing operations 3 Other revenues Cost of sales Commission expense 4 Gross profit Other expenses Advertising and marketing fees Amortisation of intangibles Consulting and advisory fees Corporate compliance Depreciation Directors fees 4 Insurance expenses Impairment Occupancy expenses Share based payments – rights and options 8 Personnel expenses 4 Professional fees Travelling expenses Profit/(loss) from continuing operations before income tax Income tax benefit Profit/(loss) from continuing operations after income tax Other comprehensive loss for the period, net of tax Items that may be reclassified to profit or loss: Foreign exchange on translation of foreign subsidiary Total comprehensive profit/(loss) for the period Profit/(loss) per share from continuing operations attributable to the ordinary equity holders of the company: Basic profit/(loss) per share Diluted profit/(loss) per share	1,959,224 1,590,000 132,642 - (252,450) - - (394,177)
	1,839,416 1,195,823
	(242,306) (168,772) (4,592) (13,005) (224,197) (62,235) (59,900) (108,873) (27,176) (22,178) (223,413) (162,557) (211,505) (271,283) (37,393) (13,634) 23,780 (9,919) (5,361) (1,271) (56,559) (6,081) (722,411) (21,828) (92,470) (101,196) (3,125) (18,433)
	(47,212) 214,558 18,670 18,670
	(28,542) 233,228
	- -
	(28,542) 233,228
	Cents Cents (0.01) 0.17 (0.01) 0.14

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

6

Half Year Financial Report As at 31 December 2020

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Note Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets Non-Current Assets Plant and equipment 5 Intangibles 6 Investments Right of use assets Total Non-Current Assets TOTAL ASSETS Current Liabilities Trade and other payables Provisions Operating lease liability Total Current Liabilities Non-Current Liabilities Deferred tax liability Operating lease liability Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity 7 Reserve Accumulated losses TOTAL EQUITY	31 December 2020 $ 30 June 2020 $ (Restated) 30 June 2019 $ (Restated) 4,003,407 1,644,942 2,206,527 540,301 290,696 123,853
	4,543,708 1,935,638 2,330,380
	1,036,745 1,110,827 1,014,916 565,621 778,818 248,935 43,751 19,971 38,812 213,657 313,151 -
	1,859,774 2,222,767 1,302,663
	6,403,482 4,158,405 3,633,043
	564,777 587,798 414,284 53,639 33,179 - 97,590 118,711 -
	716,006 739,688 414,284
	18,675 37,345 74,685 120,032 194,952 -
	138,707 232,297 74,685
	854,713 971,985 488,969
	5,548,769 3,186,420 3,144,074
	18,240,805 16,041,009 15,891,009 218,546 30,865 207,862 (12,910,582) (12,885,454) (12,954,797)
	5,548,769 3,186,420 3,144,074

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

7

Half Year Financial Report For the half year ended 31 December 2020

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Issued	Share-based	Options	Foreign Currency		Accumulated	Total
	Capital $	Payment Reserve $	Premium Reserve $	Translation Reserve $		Losses $	Equity $
At 1 July 2020 (Restated)	16,041,009	44,946	-	(14,081)		(12,885,454)	3,186,420
Loss for the year	-	-	-		-	(28,542)	(28,542)
Exchange differences on translation	-	-	-	(3,414)		3,414	-
of foreign operations
Total comprehensive loss	-	-	-	(3,414)		(25,128)	(28,542)
for the year
Transactions with owners in
their capacity as owners:
Share capital raising	2,508,309						2,508,309
Share-based payment – performance
rights and options	-	56,559	-		-	-	56,559
Shares issued in lieu of cash to
creditors and employees	28,076	-	-		-	-	28,076
Capital raising costs	(336,589)	-	134,536		-	-	(202,053)
At 31 December 2020	18,240,805	101,505	134,536	(17,495)		(12,910,582)	5,548,769
	Issued	Share-based	Options	Foreign Currency		Accumulated	Total
	Capital $	Payment Reserve $	Premium Reserve $	Translation Reserve $		Losses $	Equity $
At 1 July 2019 (Restated)	15,891,009	-	212,774	(4,912)		(12,954,797)	3,144,074
Profit for the year	-	-	-		-	233,228	233,228
Exchange differences on translation	-	-	-		-	-	-
of foreign operations
Total comprehensive loss	-	-	-		-	233,228	233,228
for the year
Transactions with owners in
their capacity as owners:
Share-based payment – performance
rights and options	-	6,081	-		-	-	6,081
At 31 December 2019 (Restated)	15,891,009	6,081	212,774	(4,912)		(12,721,569)	3,383,383

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

8

Half Year Financial Report For the half year ended 31 December 2020

CONSOLIDATED STATEMENT OF CASH FLOWS

ONSOLIDATED STATEMENT OF CASH FLOWS
	December 2020 $ December 2019 $
CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Refunds to customers Interest received Receipt of government grants Net cash inflow from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Payments for property, plant & equipment Payments for intangibles Proceeds from part disposal of property, plant & equipment Other (deposit for acquisition of business) Net cash inflow/(outflow) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Payment for capital raising costs Leasing payments Net cash inflow/(outflow) from investing activities Net increase/(decrease) in cash and cash equivalents Exchange rate adjustments on foreign cash held Cash and cash equivalents at the beginning of the period NET CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD	1,704,566 1,595,193 (1,470,113) (1,139,875) (173,767) - 642 997 117,243 -
	178,571 456,315
	(69,031) (27,690) (11,000) - - 20,000 - (468,000)
	(80,031) (475,690)
	2,508,309 - (202,052) - (46,333) -
	2,259,925 -
	2,358,465 (19,375) - 176 1,644,942 2,206,527
	4,003,407 2,187,328

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

9

Half Year Financial Report For the half year ended 31 December 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PREPARATION OF HALF-YEAR REPORT

This consolidated interim financial report for the half-year reporting period ended 31 December 2020 has been prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001, as appropriate for for-profit oriented entities.

This consolidated interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2020 and any public announcements made by Motio Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The half-year report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.

The half-year report does not include full disclosures of the type normally included in an annual financial report. For the purposes of preparing the half-year financial statements, the half-year has been treated as a discrete reporting period.

The principal accounting policies adopted are consistent with those of the previous financial year, except for the policies stated below.

Adoption of new and revised accounting standards

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

Any new or amended Accounting Standards or interpretations that are not yet mandatory have not been early adopted.

Comparative figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

Restatement of comparatives

A revenue clawback from cross-track leasing income has been recognised in the comparative two years. This reclassification has resulted in a decrease in gross profit of $117,896 (2019: $55,871) and a corresponding increase in trade and other payables.

Impairment expense in relation to property, plant and equipment was previously overclaimed and an adjustment has been recognised in the comparative two years. This reclassification has resulted in an increase in gross profit of $37,501 (2019: $58,212) and a corresponding increase in property, plant and equipment.

The company was able to finalise its assessment of the excess consideration of $654,353 obtained upon the acquisition of Adline Media Pty Ltd in January 2020 which was provisionally recognised as Goodwill as at 30 June 2020. This balance is related to future revenue in various software licence contracts provided to the various sport centres of varying contract periods. This reclassification within the statement of financial position as at 30 June 2020 has a resulted in a decrease in Goodwill and corresponding increase in Intangibles of $654,353.

10

Half Year Financial Report For the half year ended 31 December 2020

1. BASIS OF PREPARATION OF HALF-YEAR REPORT (continued)

Statement of profit or loss and other comprehensive income

tatement of profit or loss and other comprehensive income
	2019		2019
	$	$	$
	Reported	Adjustment	Restated
Extract
Expenses
Depreciation	(181,410)	18,853	(162,557)
Profit before income tax expense from continuing operations	195,705	18,853	214,558
Income tax expense	18,670	-	18,670
Profit from continuing operations after income tax	214,375	18,853	233,228
Profit for the year is attributable to:
Owners of the company	214,375	18,853	233,228
Non-controlling interests	-	-	-
Owners of Motio Ltd	214,375	18,853	233,228
Profit per share from continuing operations attributable to the
ordinary equity holders of the company:
Basic profit per share	0.16	0.01	0.17
Diluted profit per share	0.13	0.01	0.14
Statement of financial position at the beginning of the earliest comparative period
	1 July 2019		1 July 2019
	$	$	$
	Reported	Adjustment	Restated
Extract
Assets
Non-current assets
Plant and equipment	956,702	58,214	1,014,916
Total non-current assets	1,244,450	58,214	1,302,663
Total Assets	3,574,830	58,214	3,633,043
Current Liabilities
Trade and other payables	358,413	55,871	414,284
Total current liabilities	358,413	55,871	414,284
Total Liabilities	433,098	55,871	488,969
Net Assets	3,141,732	2,342	3,144,074
Equity
Accumulated losses	(12,957,139)	2,342	(12,954,797)
Total equity	3,141,732	2,342	3,144,074

11

Half Year Financial Report For the half year ended 31 December 2020

1. BASIS OF PREPARATION OF HALF-YEAR REPORT (continued)

Statement of financial position at the end of the earliest comparative period

Extract Assets Non-current assets Plant and equipment Intangibles Goodwill Total non-current assets Total Assets Current Liabilities Trade and other payables Total current liabilities Total Liabilities Net Assets Equity Accumulated losses Total equity	30 June 2020 $ Reported $ Adjustment 30 June 2020 $ Restated 1,015,113 95,714 1,110,827 124,466 654,352 778,818 654,352 (654,352) -
	2,127,053 95,714 2,222,767
	4,062,691 95,714 4,158,405
	414,031 173,767 587,798
	565,921 173,767 739,688
	798,218 173,767 971,985
	3,264,473 (78,053) 3,186,420 (12,807,401) (78,053) (12,885,454)
	3,264,473 (78,053) 3,186,420

2. SEGMENT INFORMATION

Identification of reportable operating segments

Management reviewed the group’s operations and deemed that effective from 1 July 2020, the group operations have been consolidated into a single business segment. The comparative figures have been restated and consolidated into a single business segment.

Prior year

In the prior year, the group was organised into two operating segments: cross-track digital system installation and maintenance (XTD), and media sales (Media Advertising). These operating segments were based on the internal reports that were reviewed and used by the Board of Directors of each entity (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources. The Group engages in one business in Australia, activity from which it earns revenues, and its results were analyzed as a whole by the CODM. Consequently revenue, profit and net assets for the operating segment and geographical segment are reflected in this annual report.

The information reported to the CODM is on at least a monthly basis.

Intersegment receivables, payables and loans

Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans payable that earn or incur non-market interest are not adjusted to fair value based on market interest rates. Intersegment loans are eliminated on consolidation.

12

Half Year Financial Report For the half year ended 31 December 2020

3. REVENUE

Revenue from contracts with customers

Sales revenue

Disaggregation of revenue

The disaggregation of revenue from contracts with customers is as follows:

Consolidated - 31 December 2020 Major service lines Rental Income Media and other sales All revenue was generated in Australia. Consolidated - 31 December 2019 Major service lines Rental Income Media and other sales	$ 1,170,923 788,301
	1,959,224
	$ 1,590,000 -
	1,590,000

All revenue was generated in Australia.

4. EXPENSES Directors Fees/Remuneration Directors fees/remuneration Superannuation Directors consultancy fees Other Personnel expenses Wages and salaries Superannuation Other	December December 2020 2019 $ $ 188,671 184,918 12,257 10,885 - 66,666 10,577 8,814
	211,505 271,283
	612,130 16,000 55,529 1,520 54,752 4,308
	722,411 21,828

Due to the impact of COVID, the group was able to obtain full relief to pay commission expense during the period.

13

Half Year Financial Report For the half year ended 31 December 2020

5. PLANT AND EQUIPMENT Carrying amount of plant and equipment Reconciliation: Balance at the beginning of the period Additions Acquired via acquisition of Adline Media Disposals Loss on disposal of property, plant and equipment Depreciation expense Balance at the end of the period	31 December 30 June 2020 2020 $ $ Restated 1,036,745 1,110,827
	1,110,827 1,014,915 123,654 462,010 - 34,395 - 20,000 - (19,444) (197,736) (401,049)
	1,036,745 1,110,827

TANGIBLES Contract rights Software intangibles Less: Amortisation	31 December 30 June 2020 2020 $ $ Restated 1,525,472 1,525,638 11,000 - (970,851) (746,820)
	565,621 779,358

6. INTANGIBLES

On 6 January 2020 Motio Ltd, acquired 100% of the ordinary shares of Adline Media Pty Limited (‘Adline Media’) for the total consideration transferred of $684,225. Provisional goodwill of $654,352 was recognised in the 30 June 2020 audited annual report. This amount has been re-classified as contract rights in the current period and comparative periods. The average life of customer contracts acquired is four years, and the group will amortise the contract rights over this period. An amortisation charge has been recognised in the period of $161,796 commencing from the acquisition date of 6 January 2020.

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Half Year Financial Report For the half year ended 31 December 2020

7. CONTRIBUTED EQUITY

(a) Share Capital

Share Capital
	December 2020	June	December	June
		2020	2020	2020
	Shares	Shares	$	$
Fully paid	203,103,857	137,986,077	18,240,805	16,041,009

(b) Movements in ordinary share capital:

Period ended 31 December 2020

Date Details	Number of shares Issue price $
01/07/20 Opening balance 27/08/20 Placement 05/10/20 Rights entitlement 05/10/20 Rights entitlement shortfall 13/11/20 Placement 13/11/20 Shares issued in lieu of cash to creditors and employees Capital raising fees 31/12/20 Balance at end of period	137,986,077 16,041,009 18,846,518 0.039 735,014 18,664,740 0.039 727,925 12,701,779 0.039 495,370 14,102,570 0.039 550,000 802,173 0.035 28,076 (336,588)
	203,103,857 18,240,806

Year ended 30 June 2020

Date Details	Number of shares Issue price $
01/07/19 Opening balance 06/01/20 Issue of shares – acquisition of Adline Media 30/06/20 Balance at end of period	132,986,077 15,891,009 5,000,000 150,000
	137,986,077 16,041,009

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Half Year Financial Report For the half year ended 31 December 2020

8. SHARE BASED PAYMENTS

Performance Rights – Employees and Managing Director - 22 November 2019

Motio Ltd issued 6,166,667 performance rights to three individuals in two tranches, comprising Tranche 1 (3,700,000 performance rights) and Tranche 2 (2,466,667 performance rights). Each performance right will become exercisable into ordinary shares upon achievement of the performance milestones. The determined fair value is to be recognised over the life of the performance rights. The performance milestones for each tranche of performance rights is as follows:

Tranche 1: A 60 day VWAP of $0.08. Tranche 2: A 60 day VWAP of $0.12.

The assessed fair values of the performance rights were determined using a Monte Carlo pricing model, taking into account the exercise price, term of performance rights, the share price at grant date and expected price volatility of the underlying share, expected dividend yield and the risk-free interest rate for the term of the performance rights. The inputs to the model used were:

Dividend Yield - Expected volatility (%) 100 Risk-free interest rate (%) 0.73 Expected life of options (years) 3.0 Option exercise price ($) - Share price at grant date ($) 0.03 Value of performance rights ($) – Tranche 1 0.0175 Value of performance rights ($) – Tranche 2 0.0146

The total expense arising from share based payment transactions recognised during the period in relation to the performance rights issued amounts to $16,917 (2019: $2,761).

Performance Options – Employees and Management - 22 November 2019

Motio Ltd issued 11,514,583 performance options to five individuals in two tranches, comprising Tranche 3 (6,908,750 options) and Tranche 4 (4,605,833 options). Each performance option will become exercisable into ordinary shares upon exercise of the options. The determined fair value is to be recognised over the life of the performance options. The performance milestones for each tranche of performance option is as follows:

Tranche 3: A 60 day VWAP of $0.08. Tranche 4: A 60 day VWAP of $0.12.

16

Half Year Financial Report For the half year ended 31 December 2020

8. SHARE BASED PAYMENTS (continued)

The assessed fair values of the options were determined using a Monte Carlo pricing model, taking into account the exercise price, term of option, the share price at grant date and expected price volatility of the underlying share, expected dividend yield and the risk-free interest rate for the term of the option. The inputs to the model used were:

Dividend Yield - Expected volatility (%) 100 Risk-free interest rate (%) 0.73 Expected life of options (years) 3.0 Option exercise price ($) 0.04 Share price at grant date ($) 0.03 Value of option ($) – Tranche 3 0.0102 Value of option ($) – Tranche 4 0.0110

The total expense arising from share based payment transactions recognised during the period in relation to the performance options issued amounts to $32,409 (2019: $3,320).

Performance Rights– Employee and Managing Director - 6 November 2020

Motio Ltd issued 2,083,334 performance rights to two individuals in two tranches, comprising Tranche 1 (1,250,000 performance rights) and Tranche 2 (833,334 performance rights). Each performance right will become exercisable into ordinary shares upon achievement of the performance milestones. The determined fair value is to be recognised over the life of the performance rights. The performance milestones for each tranche of performance right is as follows:

Tranche 1: A 60 day VWAP of $0.08. Tranche 2: A 60 day VWAP of $0.12.

The assessed fair values of the performance rights were determined using a Monte Carlo pricing model, taking into account the exercise price, term of performance rights, the share price at grant date and expected price volatility of the underlying share, expected dividend yield and the risk-free interest rate for the term of the performance rights. The inputs to the model used were:

Dividend Yield	-
Expected volatility (%)	100
Risk-free interest rate (%)	0.10
Expected life of options (years)	2.0
Option exercise price ($)	-
Share price at grant date ($)	0.06
Value of option ($) – Tranche 1	0.05127
Value of option ($) – Tranche 2	0.04352

The total expense arising from share based payment transactions recognised during the period in relation to the performance options issued amounts to $7,233 (2019: $nil).

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Half Year Financial Report For the half year ended 31 December 2020

8. SHARE BASED PAYMENTS (continued)

Options– Broker - 6 November 2020

Motio Ltd issued 4,000,000 options to a broker to the capital raising, each exercisable at $0.08 with a three-year expiry period. These options were valued using a Black-Scholes valuation and the capital-raising cost recognised in full at their issue date is $134,536. The valuation model inputs used to determine the fair value at the grant date as follows:

Grant date	Expiry date	Share price	Exercise	Expected	Risk free	Dividend	Number of	Value per	Total Value	Vesting terms
		at grant date	price	volatility	rate	yield	options	Option	$
06/11/2020	30/09/23	$0.061	$0.08	100%	0.10%	0%	4,000,000	$0.0336	134,536	Immediately

9. DIVIDENDS

No dividends have been declared or paid since the start of the financial period and none are recommended.

10. GUARANTEES, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

There are no new commitments that the Company has entered into during the period under review, other than those that existed as at 30 June 2020.

Further consideration was expected to be deferred from the acquisition of Motio Play Pty Ltd on 6 January 2020 as follows for the year ended 30 June 2021:

5,000,000 shares (Tranche A Deferred Consideration Shares) and $400,000 cash is to be deferred consideration if the EBITDA is greater than $350,000. If the EBITDA is less than $350,000, but greater than $245,000, the $400,000 cash payment and number of shares are both reduced by 1.5% for every 1% EBITDA is less than $350,000. If EBITDA is less than $245,000, then no consideration should be deferred.

Based on the current and forecasted performance of Motio Play Pty Ltd for the year ended 30 June 2021, management assessed that the probability of achieving this milestone was $nil. Hence, no deferred consideration is expected to be recognised with respect to this business combination and has been disclosed as a contingent liability.

11. EVENTS OCCURRING AFTER THE REPORTING PERIOD

Subsequent to the period on 5 February 2021 the Company announced the appointment of Mr Harley Grosser as NonExecutive Director of the Company. Harley Grosser is the Founder of Capital H Management, a Sydney based specialist small cap funds management company, and the manager of the Capital H Inception Fund. Mr Grosser also has experience working at firms such as Bligh Capital and Pie Funds Management.

Subsequent to the period on 8 February 2021 the Company issued 330,000 ordinary shares at $0.08 per share to key executives as part of its retention program.

The recent Australian and Global macroeconomic events due to the impact of COVID-19 has affected the Company’s operating and financial performance, specifically to its cross-track digital business. The company has been able to agree to relief measures with its operating partners. Management also undertook a number of cost-saving initiatives to significantly reduce the financial impact during the Period.

No other matter or circumstance has arisen since 31 December 2020 that has significantly affected, or may significantly affect:

• (i) the Group’s operations in future financial years, or

• (ii) the results of those operations in future financial years, or

• (iii) the Group’s state of affairs in future financial years.

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Half Year Financial Report For the half year ended 31 December 2020

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Half Year Financial Report For the half year ended 31 December 2020

DIRECTORS’ DECLARATION

In the directors’ opinion:

• (a) The financial statements and notes set out on pages 6 to 19 are in accordance with the Corporations Act 2001 , including:

• (i) Complying with AASB 134 Interim Financial Reporting, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

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

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

This declaration is made in accordance with a resolution of the directors.

On behalf of the Directors

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Adam Cadwallader Managing Director

Sydney, New South Wales.

26 February 2021

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PKF Perth

INDEPENDENT AUDITOR’S REVIEW REPORT

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TO THE MEMBERS OF MOTIO LIMITED

Report on the Half-Year Financial Report

Conclusion

We have reviewed the accompanying half-year financial report of Motio Limited (the “Company”) and controlled entities (the “consolidated entity”) which comprises the consolidated statement of financial position as at 31 December 2020, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information and the Directors’ Declaration of the Company and the entities it controlled at 31 December 2020, or during the half year.

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

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

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

Basis for Conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report .

Independence

We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code

Level 4, 35 Havelock Street, West Perth, WA 6005 PO Box 609, West Perth, WA 6872

T: +61 8 9426 8999 F: +61 8 9426 8900 www.pkfperth.com.au

PKF Perth is a member firm of the PKF International Limited family of legally independent firms and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms.

Liability limited by a scheme approved under Professional Standards Legislation.

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PKF Perth

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Directors’ Responsibility for the Half-Year Financial Report

The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with the Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibilities for the Review of the Financial Report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the halfyear financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2020 and its performance for the half year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporation Regulations 2001.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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PKF PERTH

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SHANE CROSS PARTNER

26 FEBRUARY 2021 WEST PERTH, WESTERN AUSTRALIA

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