POINTERRA LIMITED — Annual Report 2014

Sep 29, 2014

Soil Sub Technologies Limited ABN 39 078 388 155

Annual Report For the year ended 30 June 2014

Soil Sub Technologies Limited

ABN 39 078 388 155

Annual Report 2014

Table of Contents

Directors’ Report ............................................................................................................................................................... 1 Auditor’s Independence Declaration ......................................................................................................................... 10 Statement of Profit or Loss and Other Comprehensive Income ............................................................................. 11 Statement of Financial Position .................................................................................................................................... 12 Statement of Changes in Equity .................................................................................................................................. 13 Statement of Cash Flows ............................................................................................................................................... 14 Notes to the Financial Statements ............................................................................................................................... 15 Directors’ Declaration .................................................................................................................................................... 38 Independent Auditor's Report ...................................................................................................................................... 39 Corporate Governance Statement ............................................................................................................................. 42 Additional Information for Shareholders .................................................................................................................... 44

Directors’ Report

The directors of Soil Sub Technologies Limited present their report, together with the financial statements of the company for the financial year ended 30 June 2014.

The names of the directors in office at any time during or since the end of the year are:-

NAME OF PERSON POSITION DATE APPOINTED DATE RESIGNED Guy T. Le Page Director 22 December 2009 - Simon Mitchell Director 22 December 2009 4 December 2013 Keong Chan Director 22 December 2009 - Keong Chan Company Secretary 8 February 2010 - Derek P Jones Director 4 December 2013 18 August 2014 Thomas Alabakis Director 31 December 2013 -

Information on directors

Information on Directors as at the date of this report is as follows:

Mr. Guy T. Le Page – Executive Chairman

Mr.T. Le Page B.A, B.Sc..B.App.Sc. (Hons), MBA, G. Dip App Fin, FFin, MAusIMM is a director of RM Corporate Finance a corporate finance and advisory company.

He is also actively involved in a range of corporate initiatives from mergers and acquisitions, initial public offerings to valuations, consulting, expert witness and corporate advisory roles. Mr.T. Le Page was a Corporate Adviser at ASX listed Stockbroker TolhurstNoall from 1998 before joining RM Capital in 2002. Prior to his tenure at TolhurstNoall, was responsible for the supervision of all Industrial and Resources Research.

As a Resources Analyst, Mr. T. Le Page published detailed research on various mineral exploration and mining companies listed on the ASX. The majority of this research involved valuations of both exploration and production assets.

Prior to entering the stockbroking industry, he spent 10 years as an exploration and mining geologist in Australia, Canada and the United States.

His experience spans gold and base metal exploration and mining geology, and he has acted as a consultant to private and public companies. This professional experience included the production of both technical and valuation reports for resource companies.

Mr. T. Le Page holds a Bachelor of Arts, Bachelor of Science and Master of Business Administration from the University of Adelaide, a Bachelor of Applied Science (Hons) from Curtin University of Technology and a Graduate Diploma in Applied Finance and Investment from the Financial Services Institute of Australasia. He is also a fellow of FINSIA and Member of the Australasian Institute of Mining and Metallurgy.

ABN 39 078 388 155 1 Soil Sub Technologies

Directors’ Report

Mr. Derek Phillip Jones – Non Executive Director

Mr Jones has over 30 years of experience in global capital markets including 12 years as a stockbroker in Perth and brings a strong network of institutional/corporate relationships to the Company. He holds a Bachelor of Business degree from Curtin University.

Mr. Thomas Alabakis – Non Executive Director

Mr Alabakis is an executive with regional and international experience in operations, corporate leadership, board level expertise, corporate governance, financial management, operational and financial restructuring, turnarounds and growth organizations.

He qualified with an Associateship in Accounting (Curtin University of Technology) and was a past member of the Australian Institute of Chartered Accountants.

Mr. Keong Chan – Non Executive Director & Company Secretary

Mr. Chan, spent a number of years with PricewaterhouseCoopers and Deloitte in Sydney, Canberra and Perth, where he was national manager for Deloitte's Australian international trade practice. This position involved the coordination of teams across Australia to perform due diligence activities on private equity transactions, analysis of establishing operations in Australia, cost minimisation programs and other restructuring activities.

In the corporate finance sector, Mr. Chan has provided strategic advice to a number of companies on corporate matters in relation to; IPOs, back door listings, mergers and acquisitions, takeovers/divestments and acted as advisor to a number of ASX listed boards as well as acting as a representative for overseas funds/investment banks and mining conglomerates.

Mr. Chan is currently a Director of Charterhouse Capital and holds a Bachelor of Commerce and a Masters of International Trade Law.

Directorships of other listed companies

Directorships of other listed companies held by directors in the 3 years immediately before the end of the financial year are as follows:

Name	Company	Period of directorship
Mr. Guy T. Le Page	Tasman Resources NL	2 June 2001 – current
	Eden Energy Limited	3 February 2006 – current
	Palace Resources Ltd	7 August 2009 – current
	Red Sky Energy Limited	18 February 2009 – current
	Fission Energy Limited	15 May 2009 – current
	Conico Limited	15 May 2007 - current
Mr. Simon Mitchell	Tigris Gold Limited	14 January 2013 – current
Mr. Keong Chan	AAQ Holdings Limited	8 October 2010 – 5 February 2012
	Acuvax Limited	19 November 2010 –17 October 2012
Mr. Derek P Jones	Nil	Nil
Mr. Thomas Alabakis	Caeneus Minerals Ltd	3 March 2014 – 17 April 2014

ABN 39 078 388 155 2 Soil Sub Technologies

Directors’ Report

Directors’ meetings

During the financial year, one meeting of directors (including committees of directors) was held. Attendances by each director during the year were as follows:

	Directors	Meetings
	Number Eligible to Attend	Number	Attended
Guy T. Le Page	3		3
Simon Mitchell	0		0
Keong Chan	3		3
Derek P Jones	3		3
Thomas Alabakis	3		3

Company Secretary

The Company Secretary in office for the company at any time during or since the end of the year is:

Mr.Keong Chan

Appointed on 8 February 2010.

The Company Secretary has been in office since the start of the financial year to the date of this report unless otherwise stated. For information on Mr. Chan please refer to page 2 of the directors report.

Principal Activities and Significant Changes in Nature of Activities

The principal activities of the Company during the year have been:

• Investigating the Nutrimix intellectual property and reviewing other soil substitute technologies;

• Performing due diligence on Malaysian property projects

Operating Results

The loss for the financial year after providing for income tax amounted to $996,620 (2013: $486,680 loss).

Review of Operations

The Company has continued to place its Nutrimix technology and associated trialling activities into a step back program performing only required tasks in line with the Company’s cash position.

On 23rd April 2014, Soil Sub Technologies Limited has announced it has executed a Heads of Agreement to acquire 100% of the issued capital of Malaysian Based Platinum JV Developments Sdn Bhd which is a private Malaysian company that comprises a group of Malaysian and Australian professionals that have aggregated a high-team calibre of companies, professionals and technologies to enable the roll out of a major housing project commencing in Pahang State. Soil Sub Technologies Limited has the option to acquire 100% of Platinum JV Development.

The Prime Minister and Deputy Finance Minister have endorsed Platinum JV Developments Sdn Bhd as the Principal Developer for a model township covering 500 acres at Penor, south west of Kuantan comprising of 5,000 houses for a budget of RM1.7 billion

The final contract between PJVD and the Malaysian Government is likely to cover affordable housing and infrastructure but exclude public works.

Platinum JV Development has been requested by the National Housing Company of Malaysia to submit a PreFeasibility Study to Syarikat Perumahan Negara (SPNB) to be forwarded to Ministry of Finance for final approval which will clear the path way for the final Construction Contract negotiations.

ABN 39 078 388 155 3 Soil Sub Technologies

Directors’ Report

On 24th June 2014, SOI announced that it has signed a heads of agreement to acquire 100% of the issued capital of Platinum Performance Sdn Bhd ("Platinum Performance") who have been granted an award of contract for RM550 million (AUD200 million) construction of the N6 Phase of the North Kuala Terengganu City Centre Breakware Development Project in Kuala Terengganu

KTCC project was launched by the Prime Minister in Oct 2011 and will have a gross value of approximately AUD 1.8 billion. The N6 Phase will comprise a multi-use project consisting of hotels, state assemblies, shopping malls and associated facilities over 2.8 hectare site. The award of contract is subject to a final contract that is scheduled to finalised by Late Aug 2014. Infrastructure works have commenced and construction is anticipated to commence in 1Q/2Q 201.

In order to progress through the South East Asian projects which include the Penor and KTCC projects, Soil Sub Technologies have entered into a loan facility mandate with PME Biofuels Limited to provide Soil Sub Technologies with a standby funding for the amount of up to $1.8 million to assist with the respective projects. The loan facility expired in August 2014.

Currently, Soil Sub Technologies Limited is in the midst of performing due diligence on Malaysian based property projects specifically located at Pahang and Terengganu in east coast Malaysia.

Dividends Paid or Recommended

No dividends were paid or declared since the start of the financial year.

Financial Position

With regards to the financial position of the company, the net assets of the company have increased from $517,204 to $1,656,055. This was due to loans made to Platinum JV Development Sdn Bhd of $1,505,067 for the Malaysian based property projects detailed below.

Future Developments

The Company will continue to trial and assess the raw inputs towards the development of marketable soil substitute/supplement products.

In addition the Company will continue to perform due diligence on the Malaysian based property projects until a decision is made to exercise an option to acquire one or both projects located in Pahang and Terengganu Malaysia.

Environmental Issues

The directors have considered the enacted National Greenhouse and Energy Reporting Act 2007 (the NGER Act) which introduces a single national reporting framework for the reporting and dissemination of information about the greenhouse gas emissions, greenhouse gas projects, and energy use and production of corporations. At the current stage of development, the directors have determined that the NGER Act will have no effect on the company for the current, nor subsequent, financial year. The directors will reassess this position as and when the need arises.

Options

At the date of this report, the unissued ordinary shares of Soil Sub Technologies Limited under the option are as follows:

Date of expiry	Exercise price	Number under option
30 November 2015	$0.005	513,953,269
31 December 2015	$0.015	67,500,000
30 November 2015	$0.005	187,625,000(i)

(i) 187,625,000 Options will be issued at the Company’s next general meeting subject to shareholder approval.

ABN 39 078 388 155 4 Soil Sub Technologies

Directors’ Report

Indemnifying officers or auditor

During or since the end of the financial year the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows:

• The Company has entered into agreements to indemnify all Directors and provide access to documents, against any liability arising from a claim brought by a third party against the Company. The agreement provides for the company to pay all damages and costs which may be awarded against the Directors.

• No indemnity has been paid to auditors.

Proceedings On Behalf Of Company

No person has applied for leave of court to bring proceedings on behalf of the company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.

The Company was not a party to any such proceedings during the year.

Remuneration Report (Audited)

This report details the nature and amount of the remuneration for each key management person of Soil Sub Technologies Limited and for the executives receiving the highest remuneration for 30 June 2014.

Remuneration policy

The remuneration policy, which sets the terms and conditions for the key management personnel, was developed by the board of directors after seeking professional advice from independent consultants and was approved by the board. All executives receive a base salary, superannuation, fringe benefits, performance incentives and retirement benefits. The board of directors reviews executive packages annually by reference to company performance, executive performance, comparable information from industry sectors and other listed companies and independent advice. The performance of executives is measured against criteria agreed half yearly which is based on the forecast growth of the company’s profits and shareholders value. The policy is designed to attract the highest calibre executives and reward them for performance which results in long-term growth in shareholder value.

Company performance, shareholder wealth and director and executive remuneration

The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives. This will be achieved via offering performance incentives based on key performance indicators.

ABN 39 078 388 155 5 Soil Sub Technologies

Directors’ Report

Employment Details of Members of Key Management Personnel and Other Executives

The following table provides employment details of persons who were, during the financial year, members of key management personnel of the company, and to the extent different, among the company executives receiving the highest remuneration. The table also illustrates the proportion of remuneration that was performance and nonperformance based and the proportion of remuneration received in the form of options.

	Position held as at	Contract details (duration	Proportions of elements of remuneration	Proportions of elements of remuneration	Proportions of elements of remuneration	Proportions of elements of	Proportions of elements of
	30 June 2014 and	and termination)	related to performance			remuneration not related to
	any change during					performance
	the year		Non-salary
			cash-based	Shares/	Options/	Fixed Salary/
			incentives	Units	Rights	Fees	Total
			%	%	%	%	%
Key Management
Personnel
Mr. Guy T. Le Page	Director	3 year contract from 1 April	-	-	-	100	100
		2013. 3 months’ notice to
		terminate.
Mr. Keong Chan	Director	3 year contract from 1 April	-	-	-	100	100
		2013. 3 months’ notice to
		terminate.
Mr. Derek P Jones	Director	Service agreement in place	-	-	-	100	100
		with termination upon
		resignation, non-election at
		shareholders meeting or
		prohibited by law.
Mr. Thomas Alabakis	Director	Service agreement in place	-	-	-	100	100
		with termination upon
		resignation, non-election at
		shareholders meeting or
		prohibited by law.

ABN 39 078 388 155 6 Soil Sub Technologies

Directors’ Report

Details of remuneration for the year ended 30 June 2014

2014

Details 2014	of remuneration for the year ended 30 June 2014
Key Management Personnel Guy T. Le Page(1) Simon Mitchell Keong Chan(2) Derek P Jones(3) Thomas Alabakis	Short-term Benefits Post- employment Benefits Other Long-term Benefits Share based Payment Total Total Remune- ration Repre- sented by Options Performance Related Cash, salary & fees Cash profit share Non-cash benefit Other Super- annuation Other Equity Options $ $ $ $ $ $ $ $ $ % % 96,000 - - - - - - - 96,000 - - 5,000 - - - - - - - 5,000 - - 120,000 24,000 24,000 - - - - - - - - - - - - - - - - - - - - - 120,000 24,000 24,000 - - - - - -
	269,000 - - - - - - - 269,000 - -

• (1) In addition to the above, BT Global Holdings Pty Ltd and RM Corporate Finance, companies of which the Director, Guy Le Page is a director, was paid or due to be paid $180,350 for corporate administrative services, capital raising fees of $58,914 and monthly retainer fees of $117,500 respectively.

• (2) In addition to the above, Derek & Helen Jones ATF the Leto Trust, a company of which Derek P Jones is a director, was paid or due to be paid $22,143 for providing corporate consulting services for due diligence in Platinum JV Development Sdn Bhd. Mr. Derek P Jones earned $5,000 in interest from a loan made to the Company (Refer to note 27).

Details of remuneration for the year ended 30 June 2013

2013

Key Management Personnel Guy T. Le Page Simon Mitchell Keong Chan	Short-term Benefits Post- employment Benefits Other Long-term Benefits Share based Payment Total Total Remune- ration Repre- sented by Options Performance Related Cash, salary & fees Cash profit share Non-cash benefit Other Super- annuation Other Equity Options $ $ $ $ $ $ $ $ $ % % 96,000 - - - - - - - 96,000 - - 16,500 - - - - - - - 16,500 - - 95,000 - - - - - - - 95,000 - -
	207,500 - - - - - - - 207,500 - -

Number of Shares Held by Key Management Personnel – 30 June 2014

The number of ordinary shares in Soil Sub Technologies Limited held by each Key Management Personnel of the company during the financial year is as follows:

2014

(a) Number of Shares Held by Key Management Personnel – 30 June 2014

Key Management Person Guy T. Le Page Simon Mitchell Keong Chan Derek P Jones(1) Thomas Alabakis(2)	Balance at beginning of year Granted as remuneration during year Issued on exercise of options during year Other changes during the year Balance at end of year 21,310,645 - - (5,060,645) 16,250,000 - - - - - 2,000,000 - - - - - - - - - 142,933,671 6,250,000 2,000,000 142,933,671 6,250,000 23,310,645 - - 144,123,026 167,433,671

(1) 32,500,000 shares were acquired during the year. The remaining were initial holdings upon appointment.

• (2) 6,250,000 shares were acquired during the year.

ABN 39 078 388 155 7 Soil Sub Technologies

Directors’ Report

2013

2013
Key Management Person Guy T. Le Page Simon Mitchell Keong Chan	Balance at beginning of year Granted as remuneration during year Issued on exercise of options during year Other changes during the year Balance at end of year 21,310,645 - - 5,000,000 26,310,645 - - - - - 2,000,000 - - - 2,000,000
	23,310,645 - - 5,000,000 28,310,645

Details of options over ordinary shares in the Company that were granted during the year are as follows.

Director/Key Management Personnel	Number of shares under	Class of shares	Exercise Price per	Expiry Date of option
	options		Option
Derek P Jones	26,453,269	Ordinary	$0.005	30 November 2015
Thomas Alabakis	12,500,000	Ordinary	$0.005	30 November 2015

2014

(b) Number of Options Held by Key Management Personnel – 30 June 2014

(b) Number of Options	Held by Key Management Personnel – 30 June 2014
Key Management Person Guy T. Le Page Keong Chan Derek P Jones Thomas Alabakis 2013 (c) Number of Options Key Management Person Guy T. Le Page Keong Chan Derek P Jones Thomas Alabakis	Balance at beginning of year Granted as remuneration during year Issued on exercise of options during year Other changes during the year - - - - - - - - - - - - - - - - - - 26,453,269 12,500,000	Balance at end of year - - - 26,453,269 12,500,000
	- - - 38,953,259	38,953,259
	Held by Key Management Personnel – 30 June 2013 Balance at beginning of year Granted as remuneration during year Issued on exercise of options during year Other changes during the year - - - - - - - - - - - - - - - - - - - -	Balance at end of year - - - - -
	- - - -	-

Subsequent Events

No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.

ABN 39 078 388 155 8 Soil Sub Technologies

Directors’ Report

Non-audit Services

The board of directors is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons:

• all non-audit services are reviewed and approved by the directors prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and

• the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.

There were no non-audit services provided by the auditor during the year.

Auditor’s Independence Declaration

The lead auditor’s independence declaration, as required under section 307C of the Corporations Act 2001 for the year ended 30 June 2014 has been received and can be found directly following the director’s report.

This Report of the Directors, incorporating the Remuneration Report is signed in accordance with a resolution of the Board of Directors made pursuant to s.298(2) of the Corporations Act of 2001.

GUY T. LE PAGE

Director

DATED at PERTH this 30[th] September 2014

ABN 39 078 388 155 9 Soil Sub Technologies

To The Board of Directors

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As lead audit director for the audit of the financial statements of Soil Sub Technologies Limited for the financial year ended 30 June 2014, I declare that to the best of my knowledge and belief, there have been no contraventions of:

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• the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

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• any applicable code of professional conduct in relation to the audit.

Yours faithfully

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BENTLEYS Chartered Accountants

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DOUG BELL CA
Director
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Dated at Perth this 30[th] day of September 2014

Statement of Profit or Loss and Other Comprehensive Income

for the year ended 30 June 2014

Note Revenue 2 Research and Development refund 2 Depreciation and amortisation expense 3 Directors Fees Accounting and administration Consulting and contracting cost Travel and accommodation Compliance and regulatory Research expense Share based payments Loan establishment fee Other expenses from ordinary activities Profit/ (Loss) before income tax expense Income tax expense 4 Net profit/ (loss) for the year Other comprehensive income Total comprehensive income Earnings per share Basic and diluted earnings/ (loss) per share 16	2014 $ 2013 $ 57,262 3,182 - 114,078 (71,210) (68,710) (269,000) (207,500) (20,490) (42,337) (344,845) (97,350) (38,492) (27,970) (83,248) (39,859) (34,241) (58,914) (75,000) (55,991) - - (58,442) (64,223)
	(996,620) (486,680) - -
	(996,620) (486,680) - -
	(996,620) (486,680)
	(0.001) (0.001)

The accompanying notes form part of these financial accounts

ABN 39 078 388 155 11 Soil Sub Technologies

Statement of Financial Position

as at 30 June 2014

Note CURRENT ASSETS Cash and cash equivalents 7 Trade and other receivables 8 TOTAL CURRENT ASSETS NON CURRENT ASSETS Loan Receivable 9 Intangible assets Plant and Equipment 10 11 TOTAL NON CURRENT ASSETS TOTAL ASSETS	2014 $ 2013 $ 95,968 2,027 42,778 6,877
	138,746 8,904
	1,505,067 - 493,824 545 564,615 964
	1,999,436 565,579
	2,138,182 574,483
CURRENT LIABILITIES Trade and other payables Borrowings 12 13 Short–term provisions Financial Liability 14 15 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS	260,450 95,000 15,000 - 54,279 72,398 42,279 -
	482,127 57,279
	482,127 57,279
	1,656,055 517,204
EQUITY Issued capital Options Reserve 17 18 Accumulated losses TOTAL EQUITY	4,798,137 18,914 2,681,580 - (3,160,996) (2,164,376)
	1,656,055 517,204

The accompanying notes form part of these financial accounts

ABN 39 078 388 155 12 Soil Sub Technologies

Statement of Changes in Equity

for the year ended 30 June 2014

for theyear ended 30 June 2014
Company BALANCE AT 1 JULY 2012 Loss for the year Other comprehensive income Total comprehensive income for the year Transactions with owners, directly in equity Issue of share capital Capital raising costs BALANCE AT 30 JUNE 2013	Issued Capital $ Option Reserves $ Accumulated Losses $	Total $
	2,478,864 - (1,677,696) - - (486,680) - - -	801,168 (486,680) -
	- - (486,680) 216,000 - - (13,284) - -	(486,680) 216,000 (13,284)
	2,681,580 - (2,164,376)	517,204
Company BALANCE AT 1 JULY 2013 Loss for the year Other comprehensive income Total comprehensive income for the year Transactions with owners, directly in equity Share based payments Issue of share capital Capital raising costs BALANCE AT 30 JUNE 2014	2,681,580 - (2,164,376)	517,204
	- - (996,620) - - -	(996,620) -
	- - (996,620) - 18,914 - 2,162,600 - - (46,043) - -	(996,620) 18,914 2,162,600 (46,043)
	4,798,137 18,914 (3,160,996)	1,656,055

The accompanying notes form part of these financial accounts

ABN 39 078 388 155 13 Soil Sub Technologies

Statement of Cash Flows

for the year ended 30 June 2014

Note CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Interest received Net Cash Used In Operating Activities 23(b) CASH FLOWS FROM INVESTING ACTIVITIES Loan to Platinum JV Development Sdn Bhd Receipts from repayment of loan Net Cash Used in Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Proceeds from issue of convertible notes Loans from Directors Payment of share issue costs Net Cash Provided By Financing Activities Net increase/(decrease) in cash held Cash and Cash Equivalents at beginning of financial year Cash and Cash Equivalents at end of financialyear 23(a)	2014 $ 2013 $ (648,927) (408,003) 856 3,182
	(648,071) (404,821)
	(1,547,600) 99,242 - -
	(1,448,358) -
	1,353,912 216,000 787,500 95,000 - - (46,042) (13,284)
	2,190,370 202,716
	93,941 (202,105) 2,027 204,132
	95,968 2,027

The accompanying notes form part of these financial accounts

ABN 39 078 388 155 14 Soil Sub Technologies

Notes to the Financial Statements for the year ended 30 June 2014

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards including Australian Accounting Interpretation, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

The financial report covers the Company of Soil Sub Technologies Limited. Soil Sub Technologies Limited is a listed public company, incorporated and domiciled in Australia.

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards.

Basis of Preparation

The financial 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. All amounts are presented in Australian dollars, unless otherwise noted.

The following is a summary of the material accounting policies adopted by the entity in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

GOING CONCERN

The financial report has been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business. The Company incurred a loss for the year of $996,620 (2013: $486,680) and net cash outflows from operating activities of $648,071 (2013: $404,821) for the year ended 30 June 2014, and as at that date had a working capital deficiency of $343,381 (2013: $48,375).

The ability of the Company to continue as a going concern is principally dependent upon successfully raising sufficient working capital. These conditions indicate a material uncertainty that may cast significant doubt about the ability of the Company to continue as a going concern.

The directors have prepared a cash flow forecast, which indicates that the Company will have sufficient cash flows to meet all commitments and working capital requirements for the 12 month period from the date of signing this financial report. Included in this cash flow forecast is a capital raising of $200,000 in October 2014. RM Corporate Finance Pty Ltd (a company associated with Mr Guy Le Page) has signed a letter of financial support, confirming that it will provide financial support to the Company to enable it to pay its debts as and when they fall due until such time as the Company can successfully raise sufficient funds.

Based on the cash flow forecasts and other factors referred to above, the directors are satisfied that the going concern basis of preparation is appropriate. In particular, given the Company’s history of raising capital from existing shareholders.

Should the Company be unable to continue as a going concern it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or to the amount and classification of liabilities that might result should the Company be unable to continue as a going concern and meet its debts as and when they fall due.

ABN 39 078 388 155 15 Soil Sub Technologies

Notes to the Financial Statements for the year ended 30 June 2014 (Continued)

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

a. Comparatives

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

b. Income Tax

The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income).

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses.

Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

ABN 39 078 388 155 16 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2014 (Continued)

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

c. Property, Plant and Equipment

Each class or property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment losses.

Plant and equipment

Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised either in the profit and loss or as a revaluation decrease if the impairment losses relate to a revalued asset. A formal assessment of recoverable amount is made when impairment indicators are present.

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred.

d. Leases

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that is transferred to entities in the Company are classified as finance leases.

Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.

ABN 39 078 388 155 17 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2014 (Continued)

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term.

• e. Financial Instruments

Recognition and Initial Measurement

Financial instruments, incorporating financial assets and financial liabilities, are recognised when the company becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention.

Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.

Classification and Subsequent Measurement

Finance instruments are subsequently measured at either of fair value, amortised cost using the effective interest rate method, or cost. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.

Amortised cost is calculated as:

• a) the amount at which the financial asset or financial liability is measured at initial recognition;

• b) less principal repayments;

• c) plus or minus the cumulative amortisation of the difference, if any, between the amount initially recognised and the maturity amount calculated using the effective interest method ; and

• d) less any reduction for impairment.

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss.

The Company does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments.

Financial assets at fair value through profit and loss

Financial assets are classified ‘at fair value through profit or loss’ when they are held for trading for the purpose of short term profit taking, where they are derivatives not held for hedging purposes, or designated as such to avoid an accounting mismatch or to enable performance valuation where a Company of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in the carrying value being included in profit or loss.

ABN 39 078 388 155 18 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2014 (Continued)

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Loans and receivables are included in current assets, except for those which are not expected to mature within 12 months after the end of the reporting period. (All other loans and receivables are classified as non-current assets).

Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Company’s intention to hold these investments to maturity. They are subsequently measured at amortised cost.

Held-to-maturity investments are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. (All other investments are classified as current assets).

If during the period the Company sold or reclassified more than an insignificant amount of the held-to-maturity investments before maturity, the entire held-to-maturity investments category would be tainted and reclassified as available-for-sale.

Available for sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either not suitable to be classified into other categories of financial assets due to their nature, or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

Available-for-sale financial assets are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. (All other financial assets are classified as current assets).

Financial Liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost.

Other financial liabilities

Other financial liabilities, including borrowings and trade and other payables, are initially measured at fair value, net of transaction costs.

Other financial liabilities are subsequently measured at amortised cost using the effective method, with interest expense recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

ABN 39 078 388 155 19 Soil Sub Technologies

Notes to the Financial Statements for the year ended 30 June 2014 (Continued)

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Derecognition of financial liabilities

The company derecognises financial liabilities when and only when the company’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

f. Impairment of Assets

At each the end of each reporting period, the Company assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of comprehensive income.

Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

g. Intangibles

Patents and Licences

Patents and licences are recognised at cost of acquisition. Patents and licences have a finite life and are carried at cost less any accumulated amortisation and any impairment losses. Patents and licences are amortised over their useful life ranging from 12 to 20 years. The useful lives of these intangible assets are assessed to be either finite or indefinite.

Intangible assets are tested for impairment where an indicator of impairment exists and in the case of indefinite lived intangibles annually, either individually or at the cash generating unit level. Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis.

A summary of the policies applied to the Company’s intangible assets is as follows:

Patents and trademarks
Useful lives	12 – 20 years
Method used	Amortised over the term of the patent and revalued to fair value where deemed appropriate
Internally generated /Acquired	Acquired
Impairment test / Recoverable amount Testing	Annually and where an indicator of impairment exists

ABN 39 078 388 155 20 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2014 (Continued)

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and development

Research costs are expenses in the period in which they are incurred. Development costs are capitalised when it is probable that the project will be a success considering its commercial and technical feasibility; the consolidated entity is able to use or sell the asset; the consolidated entity has sufficient resources; and talent to complete the development and its costs can be measured reliably. Capitalised development costs are amortised on a straight-line basis over the period of their expected benefit, being their finite life of 10 years.

h. Employee Benefits

Provision is made for the Company’s liability for employee entitlements arising from services rendered by employees to balance date. Employee entitlements expected to be settled within one year together with entitlements arising from wages and salaries, annual leave and sick leave which will be settled after one year, have been measured at their nominal amount. Other employee entitlements payable later than one year have also been measured at their nominal amount.

Contributions are made by the Company to employee superannuation funds and are charged as expenses when incurred.

i. Foreign currencies

Functional and presentation currency

The financial report is presented in Australian dollars, which is the company’s functional currency.

Transactions and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Nonmonetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in profit or loss, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to the extent that the underlying gain or loss is recognised in other comprehensive income; otherwise the exchange difference is recognised in profit or loss.

j. Provisions

Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

ABN 39 078 388 155 21 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2014 (Continued)

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

k. Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.

l. Revenue and Other Income

Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.

All revenue is stated net of the amount of goods and services tax (GST).

m. Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use of sale.

All other borrowing costs are recognised in income in the period in which they are incurred.

n. Goods and Services Tax (GST)

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 Taxation 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.

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 are disclosed as operating cash flows.

o. Critical Accounting Estimates and Judgments

The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company.

ABN 39 078 388 155 22 Soil Sub Technologies

Notes to the Financial Statements for the year ended 30 June 2014 (Continued)

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Key Estimate – Taxation

Balances disclosed in the financial statements and the notes thereto, related to taxation, are based on the best estimates of directors. These estimates take into account both the financial performance and position of the Companies they pertain to current income taxation legislation, and the directors understanding thereof. No adjustment has been made for pending or future taxation legislation. The current income tax position represents that directors’ best estimate, pending an assessment by the Australian Taxation Office.

Key Estimate – Intangibles

Licences and Patents

The Company has recorded intangible assets related to Licences and Patents with a carrying value of $147,500 and development costs with carrying value of $346,324, which relate to the Company’s Nutrimix products which can be used as a soil substitute. The reasonableness of the carrying value of intangibles is intrinsically linked to the continued operation of the Company into the future and primarily dependent on the economic benefits associated with these assets being realised. Should the Company be able to successfully commercialise this product and derive a sufficient level of income, then the carrying value of the asset may be supported.

Share based payment transactions

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an internal valuation using a Black-Scholes option pricing model, using the assumptions detailed in note 16.

For equity transactions with consultants and other employees, the fair value reflects the value attributable to services where applicable. Where there is no quantifiable value of services the value of options is calculated using the Black and Scholes option pricing model, or the quoted bid price where applicable.

p. New accounting standards for application in the current period

In the current year, the Company has applied a number of new and revised AASB’s issued by the Australian Accounting Standards Board (AASB) that are mandatorily effective from an accounting period on or after 1 January 2013.

The Group has applied AASB 13 ‘Fair Value Measurement’ for the first time in the current year. AASB 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. The scope of AASB 13 is broad; the fair value measurement requirements of AASB 13 apply to both financial instrument items and non-financial instrument items.

AASB 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions. Fair value under AASB 13 is an exit price regardless of whether that price is directly observable or estimated using another valuation technique. Also, AASB 13 includes extensive disclosure requirements.

In addition, standards on consolidation, joint arrangements, associates and disclosures were adopted. The impact of the application of these standards is not material.

ABN 39 078 388 155 23 Soil Sub Technologies

Notes to the Financial Statements for the year ended 30 June 2014 (Continued)

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

q. Fair Value of Assets and Liabilities

The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard.

Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (ie unforced) transaction between independent, knowledgeable and willing market participants at the measurement date.

As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.

To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (ie the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs).

For non-financial assets, the fair value measurement also takes into account a market participant's ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use.

The fair value of liabilities and the entity's own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements.

Valuation techniques

In the absence of an active market for an identical asset or liability, the Group selects and uses one or more valuation techniques to measure the fair value of the asset or liability, The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or liability being measured. The valuation techniques selected by the Group are consistent with one or more of the following valuation approaches:

Market approach: valuation techniques that use prices and other relevant information generated by market transactions for identical or similar assets or liabilities.

Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single discounted present value.

Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service capacity.

ABN 39 078 388 155 24 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2014 (Continued)

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset or liability, including assumptions about risks. When selecting a valuation technique, the Group gives priority to those techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data is not available and therefore are developed using the best information available about such assumptions are considered unobservable.

Fair value hierarchy

AASB 13 requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can be categorised into as follows:

Level 1

Measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Level 2

Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3

Measurements based on unobservable inputs for the asset or liability.

The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3.

The Group would change the categorisation within the fair value hierarchy only in the following circumstances:

• (i) if a market that was previously considered active (Level 1) became inactive (Level 2 or Level 3) or vice versa; or

• (ii) if significant inputs that were previously unobservable (Level 3) became observable (Level 2) or vice versa.

When a change in the categorisation occurs, the Group recognises transfers between levels of the fair value hierarchy (i.e. transfers into and out of each level of the fair value hierarchy) on the date the event or change in circumstances occurred.

r. Interests in joint operations

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

ABN 39 078 388 155 25 Soil Sub Technologies

Notes to the Financial Statements for the year ended 30 June 2014 (Continued)

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

When a group entity undertakes its activities under joint operations, the Group as a joint operator recognises in relation to its interest in a joint operation:

• its assets, including its share of any assets held jointly;

• its liabilities, including its share of any liabilities incurred jointly;

• its revenue from the sale of its share of the output arising from the joint operation;

• its share of the revenue from the sale of the output by the joint operation; and

• its expenses, including its share of any expenses incurred jointly.

The Group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the AASBs applicable to the particular assets, liabilities, revenues and expenses.

When a group entity transacts with a joint operation in which a group entity is a joint operator (such as a sale or contribution of assets), the Group is considered to be conducting the transaction with the other parties to the joint operation, and gains and losses resulting from the transactions are recognised in the Group's consolidated financial statements only to the extent of other parties' interests in the joint operation.

When a group entity transacts with a joint operation in which a group entity is a joint operator (such as a purchase of assets), the Group does not recognise its share of the gains and losses until it resells those assets to a third party.

• s. New accounting standards for application in future periods

At the date of authorisation of the financial statements, the Standards and Interpretations listed below were in issue but not yet effective.

The Group does not anticipate that there will be a material effect on the financial statements from the adoption of these standards.

Standard/Interpretation	Effective for annual reporting periods beginning on or after	Expected to be initially applied in the financialyear ending
AASB 9 ‘Financial Instruments’, and the relevant amending standards	1 January 2017	30 June 2018
AASB 1031 ‘Materiality’ (2013)	1 January 2014	30 June 2015
AASB 2012-3 ‘Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial Liabilities’	1 January 2014	30 June 2015
AASB 2013-3 ‘Amendments to AASB 135 – Recoverable Amount Disclosures for Non Financial Assets’	1 January 2014	30 June 2015
AASB 2013-5 ‘Amendments to Australian Accounting Standards – Investment Entities’	1 January 2014	30 June 2015
AASB 2013-9 ‘Amendments to Australian Accounting Standards – Conceptual Framework, Materiality and Financial Instruments’	1 January 2014	30 June 2015

ABN 39 078 388 155 26 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2014 (Continued)

NOTE 2. REVENUE Other Revenue – Interest Received Total Revenue Other Income – Research and Development refund Total Other Income NOTE 3. LOSS BEFORE INCOME TAX The operating profit before income tax has been determined after: Amortisation/Depreciation of Non Current Assets – Patents and Development – Plant & Equipment Total Amortisation/Depreciation of Non Current Assets NOTE 4. INCOME TAX EXPENSE (a) The components of tax expense comprise: Current Deferred (b) Reconciliation of income tax expense to prima facie tax payable The prima facie tax on profit from ordinary activities before income tax is reconciled to the income tax as follows: Prima facie tax on operating profit at 30% Add/(Less): Tax effect of: Other non-allowable items Under provision in prior years Capital Raising Costs Deferred tax assets not brought to account Less: rebates Tax effect of: Non-Assessable Income Income tax expense/(benefit) attributable to entity The applicable weighted average effective tax rates are as follows: (c) Deferred tax assets Tax losses Provision and accruals Other Set-off deferred tax assets	2014 $ 2013 $ 57,262 3,182
	57,262 3,182
	- 114,078
	- 114,078
	70,791 68,291 419 419
	71,210 68,710
	- - - -
	- -
	(298,987) (146,004) 25,575 20,487 - - (31,078) - 304,489 159,740 (34,223)
	- -
	Nil% Nil% 916,829 597,549 17,184 17,184 124,311 -
	1,058,323 614,733 (1,058,323) (614,733)

ABN 39 078 388 155 27 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2014 (Continued)

Net deferred tax assets Less deferred tax assets not recognised Net tax assets (d) Deferred tax liabilities Other Set-off deferred tax liabilities Net deferred tax liabilities (e) Tax losses Unused tax losses for which no deferred tax asset has been recognised	2014 $ 2013 $ - - - -
	- -
	- - - -
	- -
	2,967,017 1,991,830
	2,967,017 1,991,830

Potential deferred tax assets attributable to tax losses carried forward have not been brought to account at 30 June 2014 because the directors do not believe it is appropriate to regard realisation of the deferred tax assets as probable at this point in time. These benefits will only be obtained if:

• i. The company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the loss to be realised.

• ii. The company continues to comply with conditions for deductibility imposed by law; and

• iii. No changes to the tax legislation adversely affect the company in realizing the benefit from the deductions for the loss.

NOTE 5. AUDITORS’ REMUNERATION

Remuneration of the parent entity auditors for: –Auditing or reviewing the financial report NOTE 6. KEY MANAGEMENT PERSONNEL COMPENSATION Short-term employee benefits NOTE 7. CASH AND CASH EQUIVALENTS Cash at bank NOTE 8. TRADE AND OTHER RECEIVABLES CURRENT Other debtors	41,353 26,250 41,353 26,250 269,000 207,500 269,000 207,500 95,968 2,027
	42,778 6,877
	42,778 6,877

ABN 39 078 388 155 28 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2014 (Continued)

	2014	2013
	$	$
NOTE 9. LOAN RECEIVABLE
NON-CURRENT
Loan to Platinum JV Dev Sdn Bhd	1,505,067		-

The Company advanced a total of $1,547,600 to Platinum JV Development Sdn Bhd bearing an interest of 10% per annum amounting to $56,710. During the year, Platinum JV Development Sdn Bhd has made a repayment of $99,242. The loan is repayable at the earlier of 180 days from the date of the agreement or 5 business days after the date on which Platinum JV Development Sdn Bhd received a notice to repay as a result of default. On 22 September 2014, the company signed a deed of variation to the loan, to extend the repayment date to 22 September 2015 under the same conditions.

NOTE 10. INTANGIBLE ASSETS

Reporting period ended 30 June 2013: Note At 1 July 2012 net of accumulated amortisation Additions Amortisation 3 At 30 June 2013 net accumulated amortisation Reporting period ended 30 June 2014: At 1 July 2013 net of accumulated amortisation Additions Amortisation 3 At 30 June 2014 net accumulated amortisation	Capitalised Development $ Patents & Licences $ 432,906 200,000 - - (43,291) (25,000)	Total $ 632,906 - (68,291)
	389,615 175,000	564,615
	389,615 175,000 - - (43,291) (27,500)	564,615 - (70,791)
	346,324 147,500	493,824

The Company has recorded intangible assets related to Licences and Patents with a carrying value of $147,500 which relates to the Company’s Nutrimix products which can be used as a soil substitute. The Company has recorded capitalised development cost with a carrying value of $346,324 which relates to the Company’s Nutrimix products which can be used as a soil substitute. The reasonableness of the carrying value of intangibles is intrinsically linked to the continued operation of the Company into the future and primarily dependent on the economic benefits associated with these assets being realised. Should the Company be able to successfully commercialise this product and derive a sufficient level of income in accordance with the Directors’ expectation, then the carrying value of the asset will be supported.

NOTE 11. PLANT AND EQUIPMENT Plant and equipment At cost Accumulated depreciation	2014 $ 2013 $ 1,677 1,677 (1,132) (713)
	545 964

a. Movements in Carrying amounts

Movement in the carrying amounts for plant and equipment between the beginning and the end of the current financial year.

ABN 39 078 388 155 29 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2014 (Continued)

Balance as at 1 July 2013 Opening balance Additions Depreciation expense Balance as at 30 June 2014 NOTE 12. TRADE AND OTHER PAYABLES CURRENT Unsecured Liabilities: Trade Payables Sundry creditors and accrued expense NOTE 13. BORROWINGS CURRENT Unsecured Liabilities: Loans from related parties	Plant & Equipment $ Total $
	964 964 - - (419) (419)
	545 545
	2014 $ 2013 $ 180,000 - 80,450 15,000
	260,450 15,000
	95,000 - 95,000 -

Amounts repayable within 12 months to the directors (refer to note 28) of the company with no interest charged on loans. The loans were subsequently converted to shares.

NOTE 14. PROVISIONS

CURRENT Employee Entitlements NOTE 15. FINANCIAL LIABILITY Convertible notes Interest payable	54,279 42,279
	54,279 42,279
	70,000 - 2,398 -
	72,398 -

During the year, the Company raised funds via the issue of convertible notes. Each note entitles the holder to convert to one ordinary share at the lower of $0.001 or 80% of the 5 trading day volume weighted average price of the company’s fully paid ordinary shares. The convertible notes attract interest of 4% until the settlement date. Each note has a face value of $10,000.

During the year, the Company raised $820,000 via the issue of convertible notes. As at 30 June 2014, $70,000 of convertible notes remains unconverted. The interest expense is calculated by applying an effective interest rate of 4% to the liability component since the loan notes were issued.

ABN 39 078 388 155 30 Soil Sub Technologies

for the year ended 30 June 2014 (Continued)

Notes to the Financial Statements

NOTE 16. EARNINGS PER SHARE Earnings used in calculating basic earnings/(loss) per share Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share NOTE 17. ISSUED CAPITAL 1,739,194,425 (2013: 543,412,887) Fully paid ordinary shares with no par value Less: Capital Raising Fees Net Issued Capital (a) Ordinary shares: At the beginning of the reporting period 1 July 2013 Shares issued during the year – 22 August 2013 – 25 November 2013 – 9 January 2014 – 18 February 2014 – 19 February 2014 – 24 February 2014 – 26 February 2014 – 6 March 2014 – 10 March 2014 – 14 March 2014 – 19 March 2014 – 18 June 2014 At reporting date	2014 $ 2013 $ (996,620) (486,680)
	No. No. 1,078,776,832 492,223,486
	5,316,100 (517,963) 3,153,500 (471,920) 4,798,137 2,681,580 No. No. 543,412,887 435,412,887 - 108,000,000 97,906,538 305,000,000 161,250,000 365,125,000 50,000,000 22,500,000 20,000,000 90,000,000 12,250,000 6,250,000 11,500,000 84,000,000 1,769,194,425 543,412,887

Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held.

At the shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

Capital Management:

The Directors’ objectives when managing capital are to ensure that the Company can fund its operations and continue as a going concern, so that they may continue to provide returns for shareholders and benefits for other stakeholders.

Due to the nature of the Company’s activities, the Company does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the Company’s capital risk management is the current working capital position against the requirements of the Company to meet business development and corporate overheads. The Company’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required.

ABN 39 078 388 155 31 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2014 (Continued)

The working capital position of the Company at 30 June 2013 and 30 June 2014 are as follows:

Working Capital:	2014 2013 $ $
Cash and cash equivalents Trade and other receivables Loan Receivable Trade and other payables Borrowings Short-term provisions Financial Liability Working capital surplus/(deficiency)	95,968 2,027 42,778 1,505,067 6,877 - (260,450) (95,000) (15,000) - (54,279) (72,398) (42,279) -
	1,161,686 (48,375)

NOTE 18. OPTIONS RESERVE

At the end of the year, the following options over unissued ordinary shares were outstanding:

• 67,500,000 options expiring 31 December 2015 at an exercise price of $0.015

• 211,453,269 options expiring 30 November 2015 at an exercise price of $0.005*

• 205,000,000 options expiring 30 November 2015 at an exercise price of $0.05

*During the year, a total of 30,000,000 options expiring 30 November 2015 at an exercise price of $0.005 were converted to ordinary shares.

NOTE 19. SHARE BASED PAYMENTS

			Fair Value per
			instrument at
	Number of	Grant and	grant date
Grant Date/entitlement	Instruments	Vesting Date	$
Shares issued to RM Corporate in lieu of services on 16 August
2013 as approved at AGM	20,000,000	16 August 2013	0.002
Options issued to RM Corporate in lieu of services exercisable at
$0.05 on or before 30 November 2015 as approved at AGM*	20,000,000	16 August 2013	0.0009
8 Convertible notes were issued to BT Global Holdings which were
subsequently converted to shares in lieu of services	80,000,000	16 August 2013	0.001

*** Fair value of options granted during the period:**

The options were deemed to have fair value of $0.0009 per option. This value was calculated using the Black-Scholes option pricing model applying the following inputs:

Share price	$0.002
Exercise price	$0.005
Expected volatility	117.43%
Risk-free interest rate	2.59%

ABN 39 078 388 155 32 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2014 (Continued)

NOTE 20. CAPITAL AND LEASING COMMITMENTS

There are no such commitments at this stage of the company’s operations.

NOTE 21. CONTINGENT LIABILITIES AND ASSETS

There are no contingent assets or liabilities.

NOTE 22. OPERATING SEGMENTS

Segment Information

Identification of reportable segments

The Company has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The information presented in the financial report is the same information that is reviewed by the directors’.

The Company is currently operative in two geographic region being primarily in Australia and Indonesia being the secondary location. The Company has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources.

The Group’s revenue from continuing operations from external customers by location of operations and information about its assets and liabilities by segment are detailed below.

Australia Indonesia Malaysia Total	Revenue from external customers Profit/Loss Assets Liabilities Year ended 30/6/14 Year ended 30/6/13 Year ended 30/6/14 Year ended 30/6/13 Year ended 30/6/14 Year ended 30/6/13 Year ended 30/6/14 Year ended 30/6/13 57,262 117,260 (996,620) (486,680) 633,115 183,944 482,127 57,279 - - - - - 390,539 - - - - - - 1,505,067 - - -
	57,262 117,260 (996,620) (486,680) 2,138,182 574,483 482,127 57,279

Basis of accounting for purposes of reporting by operating segments

(a) Accounting policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors, being the chief decision maker with respect to operating segments, are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Company.

(b) Segment assets

Where an asset is used across multiple segments, the asset is allocated to that segment thatreceives majority economic value from that asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location.

ABN 39 078 388 155 33 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2014 (Continued)

(c) Segment liabilities

Liabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Company as a whole and are not allocated. Segment liabilities include trade and other payables and certain direct borrowings.

NOTE 23. CASH FLOW INFORMATION (a) Reconciliation of Cash Cash at the end of the financial year as shown in the Statement of Cash Flows is reconciled to the related items in the balance sheet as follows: Cash and cash equivalents (b) Reconciliation of Cash Flow from Operations with Operating Profit after Income Tax Operating (loss) after income tax Non-cash flows in profit from ordinary activities Depreciation and amortisation Interest earned on advance to Platinum JV Development Expense recognised in respect of equity-settled share-based payments Changes in assets and liabilities (Increase)/decrease in trade and other receivables Increase/(decrease) in trade and other payables Increase/(decrease) in provisions and accrued expenses	2014 $ 2013 $ 95,968 2,027
	95,968 2,027
	(996,620) (486,680) 71,210 68,710 (56,710) - 80,000 - (3,401) 11,149 257,450 (10,000) - 12,000
	(648,071) (404,821)

NOTE 23. CASH FLOW INFORMATION

NOTE 24. EVENTS AFTER THE BALANCE SHEET DATE

On 30[th] September 2014, the company signed a revised Heads of Agreement with Platinum JV Development under the same terms as previously announced, to extend the conditions precedent period for a further 12 months to 30[th] September 2015.

On 22[nd] September 2014, the company signed a deed of variation to the loan, to extend the repayment date to 22[nd] September 2015 under the same conditions.

No other matters or circumstances, aside for the issue of convertible notes that may take place in the following months, that have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.

ABN 39 078 388 155 34 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2014 (Continued)

NOTE 25. FINANCIAL INSTRUMENTS

(a) Financial Risk Management

The company’s financial instruments consist mainly of deposits with banks and accounts payable. The main purpose of non-derivative financial instruments is to raise finance for company operations. The company does not have any derivative instruments at 30 June 2014.

i. Liquidity Risk

Liquidity risk arises from the possibility that the company might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities.

The Company manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring sufficient cash and marketable securities are available to meet the current and future commitments of the Company. Due to the nature of the Company’s activities, the Company does not have ready access to credit facilities, with the primary source of funding being equity raisings. The Board of Directors constantly monitor the state of equity markets in conjunction with the Company’s current and future funding requirements, with a view to initiating appropriate capital raisings as required. Any surplus funds are invested with major financial institutions.

The financial liabilities of the Company are confined to trade and other payables as disclosed in the Statement of financial position. All trade and other payables are non-interest bearing and due within 12 months of the reporting date.

ii. Market Risk

The Board meets on a regular basis to analyse currency and interest rate exposure and to evaluate treasury management strategies in the context of the most recent economic conditions and forecasts.

Interest rate risk

Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. The company is also exposed to earnings volatility on floating rate instruments.

Interest rate risk is not material to the company as no debt arrangements have been entered into.

Foreign exchange risk

The company is not exposed to fluctuations in foreign currencies.

Price risk

The Company is not exposed to any material commodity price risk.

ABN 39 078 388 155 35 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2014 (Continued)

Credit Risk

Credit risk related to balances with banks and other financial institutions is managed by the director’s in accordance with approved Board policy. Such policy requires that surplus funds are only invested with counterparties with a Standard & Poor’s rating of at least AA-. The following table provides information regarding the credit risk relating to cash and money market securities based on Standard & Poor’s counterparty credit ratings.

ratings.
	2014	2013
	$	$
Cash and cash equivalents
— AA Rated	95,968	2,027

(b) Interest Rate Risk

The Company’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on those financial assets and financial liabilities, is as follows:

Financial Assets: Cash Trade and other receivables Loan receivable Total Financial Assets	Floating Interest Rate 2014 $ 2013 $ 95,968 2,027 - - - -	Fixed Interest Rate Non-interest Bearing Total Weighted Average Effective Interest Rate Within 1 Year 1 to 5 Years 2014 $ 2013 $ 2014 $ 2013 $ 2014 $ 2013 $ 2014 $ 2013 $ 2014 $ 2013 $ - - - - - - 95,968 2,027 2.75 2.75 - - - - 42,778 6,877 42,778 6,877 N/A N/A 1,505,066 - - - - - 1,505,066 - N/A N/A 1,505,066 - - - 42,778 6,877 1,643,812 8,904	Fixed Interest Rate Non-interest Bearing Total Weighted Average Effective Interest Rate Within 1 Year 1 to 5 Years 2014 $ 2013 $ 2014 $ 2013 $ 2014 $ 2013 $ 2014 $ 2013 $ 2014 $ 2013 $ - - - - - - 95,968 2,027 2.75 2.75 - - - - 42,778 6,877 42,778 6,877 N/A N/A 1,505,066 - - - - - 1,505,066 - N/A N/A 1,505,066 - - - 42,778 6,877 1,643,812 8,904
	95,968 2,027	1,505,066 - - - 42,778 6,877 1,643,812
Financial Liabilities: Trade and other payables Convertible notes Borrowings Total Financial Liabilities	- - - - - -	- - - - 260,450 15,000 260,450 - - 72,398 - - - 72,398 - - - - 95,000 - 95,000	15,000 N/A N/A - 4.00 4.00 - N/A N/A 15,000
	- -	- - 72,398 - 355,450 15,000 427,848

Fair value estimation

The carrying amounts of financial assets and financial liabilities equal to their fair value based on their short-term nature. No financial assets or liabilities are required to be measured at their fair value on a recurring basis.

NOTE 26. COMPANY DETAILS

The registered office is:

Level 1, 143 Hay Street, Subiaco WA 6008

The principal place of business is:

Level 1, 143 Hay Street, Subiaco WA 6008

ABN 39 078 388 155 36 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2014 (Continued)

NOTE 27. RELATED PARTY TRANSACTIONS

Key management personnel and other director transactions

Key management personnel remuneration is included in note 6 and in detail in the remuneration report. A number of key management persons, or their related parties, hold positions in other entities that result in them having control or joint control over the financial or operating policies of those entities.

A number of these entities transacted with the Company during the year. The terms and conditions of the transactions with key management personnel and their related parties were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-key management personnel related entities on an arm’s length basis.

The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or joint control were as follows:

	2014 2013
	$ $
Transactions with related parties During the year the following transactions were entered into with BT Global Holdings Pty Ltd (a Company associated with Mr. Guy Le Page): Corporate administrative fees ($80,000 was settled via the issue of shares (refer note 19)). $22,300 remains outstanding at 30 June 2014 (2013: nil). During the year the following transactions were entered into with RM Corporate Finance (a Company associated with Mr. Guy Le Page): Capital raising fees (settled via the issue of shares and options (refer note 19) Monthly retainer ($105,000 payable as at 30 June 2014 (2013: nil) During the year the following transactions were entered into with Derek & Helen Jones ATF the Leto Trust (a Company associated with Mr. Derek P Jones): Consultancy fee of $22,143 was paid or due to pay (2013: Nil). A balance of $6,000 remains outstanding which will be paid in shares subject to shareholder approval. Loan from key management personnel Derek P Jones(1) Guy Le Page(2) Thomas Alabakis(2) Total	180,350 110,310 58,914 - 117,500 - 22,143 - 20,000 - 40,000 - 35,000 -
	95,000 -

(1) During the year, Mr. Derek P Jones advanced the Company $240,000 to assist with the due diligence on the property development opportunities in Malaysia. Mr. Derek P Jones earned an interest of $5,000 on the loan and the Company has repaid $225,000 during the year. The remaining $20,000 will be converted into shares at the next General Meeting.

(2) These loans are non-interest bearing and will be converted into shares at the next General Meeting.

.

ABN 39 078 388 155 37 Soil Sub Technologies

Directors’ Declaration

In accordance with a resolution of the directors of Soil Sub Technologies Limited, the directors of the company declare that:

1. the financial statements and notes, as set out on pages 15 to 37, are in accordance with the Corporations Act 2001 and:

2. (a) comply with Accounting Standards;

3. (b) are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, as noted in note 1 to the financial statements;

4. (c) give a true and fair view of the financial position as at 30 June 2014 and of the performance for the year ended on that date of the Company;

5. in the directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and

6. the directors have been given the declarations required by s 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer.

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Guy T. Le Page Director

Dated at Perth this 30[th] day of September 2014

ABN 39 078 388 155 38 Soil Sub Technologies

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We have audited the accompanying financial report of Soil Sub Technologies Limited (“the Company”), which comprises the statement of financial position as at 30 June 2014, and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, notes comprising a summary of accounting policies, other explanatory information and the directors’ declaration.

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The directors of the Company are responsible for the preparation and fair presentation of the financial report 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 is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standards AASB 101: Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards .

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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. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance 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 judgment, 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 and fair presentation of the financial report 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.

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In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

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As disclosed in Note 10 to the financial statements, the Company has recorded intangible assets related to Licenses and Patents with a carrying value of $147,500 and Capitalised Development costs with a carrying value of $346,324 which relates to the Company’s Nutrimix products. The reasonableness of the carrying value of intangibles is intrinsically linked to the continued operation of the Company into the future and primarily dependent on the economic benefits associated with these assets being realised. Should the Company be able to successfully commercialise this product and derive a sufficient level of income, then the carrying value of the asset may be supported. However, at the date of this report the eventual outcome of these events remain uncertain. As such, we have not been able to obtain sufficient evidence to support the carrying value of these assets.

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As disclosed in Note 9 to the financial statements, the Company has recorded a loan receivable with a carrying value of $1,505,067 which relates to funds lent to Platinum JV Development Sdn Bhd. We were unable to obtain sufficient appropriate audit evidence on the financial position as at 30 June 2014 and financial performance for the year ended 30 June 2014 of Platinum JV Development Sdn Bhd to assess the recoverability of the loan receivable as at 30 June 2014. Consequently, we were unable to determine whether any adjustments to these amounts were necessary.

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In our opinion except for the effects of the matters described in the Basis for Qualified Opinion paragraphs:

• a. The financial report of Soil Sub Technologies Limited is in accordance with the Corporations Act 2001 , including:

• i. giving a true and fair view of the Company’s financial position as at 30 June 2014 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 statements also comply with International Financial Reporting Standards as disclosed in Note 1.

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Without further qualifying our opinion, we draw attention to Note 1 in the financial report which indicates that the Company incurred a net loss of $996,620 during the year ended 30 June 2014. This condition, along with other matters as set forth in note 1, indicate the existence of a material uncertainty which may cast significant doubt about the ability of the Company to continue as a going concern and whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

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We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2014. The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

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In our opinion, the Remuneration Report of Soil Sub Technologies Limited for the year ended 30 June 2014, complies with section 300A of the Corporations Act 2001 .

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BENTLEYS Chartered Accountants

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DOUG BELL CA Director

Dated at Perth this 30[th] day of September 2014

Corporate Governance Statement

The Board of Directors of the Company is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

The Company’s Corporate Governance Policies are structured with reference to the ASX Corporate Governance Council’s principles and recommendations, which are as follows:

Principle 1 – Lay solid foundations for the management and oversight Principle 2 – Structure the board to add value Principle 3 – Promote ethical and responsible decision making Principle 4 – Safeguard integrity in financial reporting Principle 5 – Make timely and balanced disclosure Principle 6 – Respect the rights of shareholders Principle 7 – Recognise and manage risk Principle 8 – Remunerate fairly and responsibly

The Company’s corporate governance policies were in place by the year ended 30 June 2010 and were mainly consistent with the ASX Corporate Governance Council’s best practice recommendations.

Any director may nominate a person to be considered for appointment as a director of the Company, either as an additional director or as a replacement for a retiring director. Criteria for Board membership rests on Board’s assessment of the capacity of a nominee to contribute to the Company. Membership of the Board of Directors is reviewed on an ongoing basis by the Chairman of the Board.

The terms and conditions relating to the appointment and retirement of directors are determined by the Board on an individual basis at the time of appointment of the director and are reviewed by the Chairman on an on-going basis.

Each director of the Company or a controlled entity has the right to seek independent professional advice at the expense of the Company, however prior approval of the Chairman is required which will not be unreasonably withheld.

The remuneration of executive directors and non-executive directors is reviewed by the Board of directors with the exclusion of the director concerned. The remuneration of other senior executives (of the Company) is approved by the Chairman. Directors are not remunerated in accordance with the performance of the Company.

The nomination of external auditors and the review of the adequacy of external audit arrangements is the responsibility of the Board of Directors as a whole.

The Board has established the following standing Committee to assist the Board in the execution of its responsibilities:

The Audit Committee.

Other committees may from time to time be established by the Board in accordance with the Constitution or to deal with matters of special importance.

ABN 39 078 388 155 42 Soil Sub Technologies

Corporate Governance Statement

In particular the Board also recognises the important function traditionally fulfilled by a Nomination Committee and a Remuneration Committee. To this end, although due to the Company’s size and operational base, a separately constituted committee of the Board is perceived not to be warranted, nevertheless the Board commits that from time to time (and as necessary) to discretely address the function traditionally addressed by a Nomination Committee and a Remuneration Committee.

Responsibility for establishing and maintaining effective risk management strategies rests with senior management, accountable to the Executive Chairman and the Audit and Risk Management Committee of the Board.

All directors, executives and staff of the Company and of all controlled entities, if any, are required to abide by the legal requirements, the Listing Rules of the Australian Securities Exchange and the highest standards of ethical conduct as recognised in each relevant jurisdiction in which the Company operates and with regard to their personal trading in the securities of the Company including the use of trading windows.

SOIL SUB TECHNOLOGIES ABN 39 078 388 155 43

Additional Information for Shareholders

The following additional information is required by the Australian Securities Exchange in respect of listed public companies only.

1. Shareholding

a. Distribution of Shareholders Category (size of holding) 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over	Number Ordinary Redeemable 444 - 234 - 58 - 114 - 488 -
	1338 -

• b. The number of shareholdings held in less than marketable parcels is 880.

• c. The names of the substantial shareholders listed in the holding company’s register as at 24 July 2014 are:

		Number
Shareholder	Ordinary	% Issue Capital
Perigee Capital Pty Ltd	101,410,062	5.732
Lozin Must Investments Pty Ltd	100,000,000	5.652
Ian Barrie Murie	100,000,000	5.652

d. Voting Rights

The voting rights attached to each class of equity security are as follows:

Ordinary shares

• Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.

Redeemable and converting preference shares

• These shares have no voting rights.

e. 20 Largest Shareholders — Ordinary Shares

1	PERIGEE CAPITAL PTY LTD 101,410,062
2	LOZIN MUST INVESTMENTS PTY LTD 100,000,000
3	MR IAN BARRIE MURIE 100,000,000
4	GROUP # 889118 54,500,000
.	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 54,500,000
5	BARRALONG CAPITAL PTY LTD 46,000,000
6	NATALIE JEAN ALABAKIS 45,000,000
7	MR BARRY JENNINGS + MRS JAN JENNINGS SUPERFUND A/C> 43,750,000
8	JAMES IVANOFF 40,000,000
9	MR STEPHEN JOHN IRWIN 35,000,000
10	BT GLOBAL HOLDINGS PTY LTD 33,250,000
11	PETO PTY LTD <1953 SUPER FUND A/C> 31,250,000
12	MR DEREK PHILIP JONES + MRS HELEN MARIE JONES A/C> 30,023,609
13	SILKTREE INVESTMENTS PTY LTD 30,000,000
14	MR SEAN PETER LARTER-CONWAY 20,780,441
15	MR VICTOR NOTTAS 20,200,000
16	MR DANIEL EDDINGTON + MRS JULIE EDDINGTON HOLDINGS A/C> 20,000,000
17	MR SCOTT ANDRE CUOMO 20,000,000
18	MR ANDREW KENNETH BRUCE MORTIMER 18,000,000
19	TADEA PTY LTD 17,650,000

ABN 39 078 388 155 44 Soil Sub Technologies

Additional Information for Shareholders

20 GRAZIAN PTY LTD 17,000,000 Totals: Top 20 holders of SOI ORDINARY FULLY PAID 823,814,112 Total Remaining Holders Balance 945,380,322 1,769,194,4 Total Holders Balance 34

20 Largest Holders - $0.005 Options

Rank	Name	Units
1	MR MICHAEL NOTTAS	50,000,000
2	MR IAN BARRIE MURIE	50,000,000
3	TADEA PTY LTD	30,000,000
4	NATALIE JEAN ALABAKIS	25,000,000
5	BREAMLEA PTY LTD	25,000,000
6	MR BARRY JENNINGS + MRS JAN JENNINGS SUPERFUND A/C>	21,250,000
7	BT GLOBAL HOLDINGS (WA) PTY LTD	20,000,000
8	MR DON GEORGE EVANS	20,000,000
9	JAMES IVANOFF	20,000,000
10	SEAN PETER LARTER-CONWAY	20,000,000
11	LAPJ NOMINEES PTY LTD	18,750,000
12	PERIGEE CAPITAL PTY LTD	15,622,830
13	TAYCOL NOMINEES PTY LTD	15,000,000
14	SILKTREE INVESTMENTS PTY LTD A/C>	15,000,000
15	MR VICTOR NOTTAS	15,000,000
16	MR JASON PETERSON + MRS LISA PETERSON PETERSON S/F A/C>	15,000,000
17	MOLTONI SUPER PTY LTD	12,500,000
18	MR THOMAS ALABAKIS	12,500,000
19	MR DEREK PHILIP JONES + MRS HELEN MARIE JONES S/F A/C>	10,830,439
20	PHEAKES PTY LTD	10,000,000
Totals: Top 20 holders of SOI95504 UO30112015/$0.005		421,453,269
Total Remaining Holders Balance		62,500,000
Total Holders Balance		483,953,269

1. The name of the company secretary is Keong Chan.

2. The address of the principal registered office in Australia is Level 1, Suite 19, 513 Hay Street, Subiaco, WA, 6008. Telephone 08 9200 1839.

3. Registers of securities are held at the following addresses

4. WA Level 1, Suite 19, 513 Hay Street, Subiaco, WA, 6008.

Stock Exchange Listing

Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the Australian Stock Exchange Limited.

Unquoted Securities

The Company does not have any unquoted securities.

1. Other Disclosures

None.

SOIL SUB TECHNOLOGIES ABN 39 078 388 155 45