POINTERRA LIMITED — Annual Report 2016

Aug 30, 2016

Appendix 4E Preliminary final report Year ended 30 June 2016

Rule 4.3A

Appendix 4E

Preliminary final report

Name of entity:

Pointerra Limited

1. ABN or equivalent company reference: 39 078 388 155	Reporting period: Year ended 30 June 2016	Previous corresponding period:
39 078 388 155	Year ended 30 June 2016	Year ended 30 June 2015

2. Results for announcement to the market

2. Results for announcement to the market
	$
2.1 Revenue from ordinary activities 2.2 Loss from ordinary activities for the period after tax attributable to members 2.3 Net loss for the period attributable to members	up N/A to - up (33249%) to (2,757,663) up (33249%) to (2,757,663)
2.4 Dividends	Amount per security	Franked amount per security
Final dividend Interim dividend	Nil Nil	N/A **N/A **
2.5 Record date for determining entitlements to the dividends N/A 2.6 Brief explanation of any of the figures reported above to enable the figures to be understood: On 30 June 2016, Pointerra Limited (formerly Soil Sub Technologies Limited) acquired 100% of the ordinary share capital of Pointerra Pty Ltd. In accordance with reverse asset acquisition accounting principles Pointerra Pty Ltd is the deemed acquirer of Soil Sub Technologies Ltd. The corresponding figures for the 2015 period are that of the accounting acquirer Pointerra Pty Ltd (Refer Section 7 for further detail). The net loss for the period includes a share based payment expense for the issue of options to directors of $811,842 and acquisition of transaction expense of $1,891,727 (Refer Section 7 for further detail).

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Appendix 4E Preliminary final report Year ended 30 June 2016

3. Consolidated Statement of Profit or Loss and Other Comprehensive Income

	Note Revenue Expenses Depreciation and amortisation expense Share based payment expense Other expenses from ordinary activities Acquisition transaction expense 7 Loss before income tax Income tax expense Loss after income tax for the year Other comprehensive income for the year Total comprehensive loss for the year Net of tax attributable to members of the Company Loss per share attributable to members of the Company Basic loss per share (cents) Diluted lossper share(cents)	Current Period Previous Corresponding Period 2016 2015 $ $ - -
		(589) - (811,842) - (53,505) (8,269) (1,891,727) -
		(2,757,663) (8,269) - -
		(2,757,663) (8,269) - -
		(2,757,663) (8,269)
		(3.16) (0.0095) (3.16) (0.0095)

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Appendix 4E Preliminary final report Year ended 30 June 2016

4. Statement of Financial Position

	Note Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets Non-Current Assets Plant and equipment Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Borrowings Total Current Liabilities Total Liabilities Net Assets Equity Issued capital Reserves Accumulated losses Total Equity	Current Period Previous Corresponding Period 30 June 2016 30 June 2015 $ $ 5,074,609 100 10,254 751
		5,084,863 851
		4,873 -
		4,873 -
		5,089,736 851
		766,472 9,020 46,146 -
		812,618 9,020
		812,618 9,020
		4,277,118 (8,169)
		5,662,919 100 1,380,131 - (2,765,932) (8,269)
		4,277,118 (8,169)

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Appendix 4E Preliminary final report Year ended 30 June 2016

5. Consolidated Statement of Cash Flows

	Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Net cash flows used in operating activities Cash flows from investing activities Net cash on acquisition of controlled entity 7 Net cash flows used in investing activities Cash flows from financing activities Proceeds from shares issued Payment of share issue transaction costs Net cash flows from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year	Current Period Previous Corresponding Period 2016 2015 $ $ - - - - - -
		- -
		75,478 -
		75,478 -
		4,999,031 100 - -
		4,999,031 100
		5,074,509 100 100 -
		5,074,609 100

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Appendix 4E Preliminary final report Year ended 30 June 2016

6. Consolidated Statement of Changes in Equity

6. Consolidated Statement of Changes in Equity	6. Consolidated Statement of Changes in Equity	6. Consolidated Statement of Changes in Equity
Issued capital Share-based payment reserve Accumulated losses Total $ $ $ $ Balance at 1 July 2014 - - - - Loss for the year - - (8,269) (8,269) Other comprehensive income - - - - Total comprehensive loss for the year - (8,269) (8,269) Transactions with owners recorded directly in equity Shares issued 100 - 100 Share issue transaction costs - - - Share-based payments - - - Balance as at 30 June 2015 100 (8,269) (8,169) Balance at 1 July 2015 100 - (8,269) (8,169) Loss for the year - - (2,757,663) (2,757,663) Other comprehensive income - - - - Total comprehensive loss for the year - - (2,757,663) (2,757,663) Transactions with owners recorded directly in equity Shares issued 6,931,050 - 6,931,050 Share issue transaction costs (1,268,231) - (1,268,231) Share-based payments 1,380,131 - 1,380,131 Balance as at 30 June 2016 5,662,919 1,380,131 (2,765,932) 4,277,118
	Balance at 1 July 2014 Loss for the year Other comprehensive income Total comprehensive loss for the year Transactions with owners recorded directly in equity Shares issued Share issue transaction costs Share-based payments Balance as at 30 June 2015 Balance at 1 July 2015 Loss for the year Other comprehensive income Total comprehensive loss for the year Transactions with owners recorded directly in equity Shares issued Share issue transaction costs Share-based payments Balance as at 30 June 2016	Issued capital Share-based payment reserve Accumulated losses Total $ $ $ $ - - - - - - (8,269) (8,269) - - - -
		- (8,269) (8,269) 100 - 100 - - - - - -
		100 (8,269) (8,169)
		100 - (8,269) (8,169) - - (2,757,663) (2,757,663) - - - -
		- - (2,757,663) (2,757,663) 6,931,050 - 6,931,050 (1,268,231) - (1,268,231) 1,380,131 - 1,380,131
		5,662,919 1,380,131 (2,765,932) 4,277,118

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Appendix 4E Preliminary final report Year ended 30 June 2016

7. Notes to the Financial Statements

Business Combinations

On 30 June 2016, Pointerra Limited (formerly Soil Sub Technologies Limited) acquired 100% of the ordinary share capital of Pointerra Pty Ltd as detailed in the prospectus lodged with the ASX on 29 April 2016.

In accordance with reverse asset acquisition accounting principles Pointerra Pty Ltd is the deemed acquirer of Soil Sub Technologies Ltd as Pointerra Pty Ltd gained control of the Board and voting power by virtue of shareholdings. The consideration is deemed to have been incurred by Pointerra Pty Ltd in the form of equity instruments issued to Soil Sub Technologies Ltd shareholders. The consolidation of these two companies is on the basis of the continuation of Pointerra Pty Ltd with no fair value adjustments, whereby Pointerra Pty Ltd is the accounting parent. Therefore the most appropriate treatment for the transaction is to account for it under AASB 2 Share Based Payments, whereby Pointerra Pty Ltd is deemed to have issued shares to Soil Sub Technologies Ltd shareholders in exchange for the net assets held by Soil Sub Technologies Ltd.

In this instance the value of the Soil Sub Technologies Ltd shares provided has been determined as the notional number of equity instruments that the shareholders of Pointerra Pty Ltd would have had to issue to Soil Sub Technologies Ltd to give the owners of Pointerra Pty Ltd the same percentage ownership in the combined entity.

The acquisition date fair value of this consideration has been determined with reference to the fair value of the issued shares of Soil Sub Technologies Ltd immediately prior to the acquisition and has been determined to be $1,050,514 based on 35,017,127 shares based on a value of $0.03 per share, being the issue price under the Prospectus. As a result, transaction costs of $1,891,727 have been determined being the difference between the consideration and the fair value of net assets of Soil Sub Technologies Limited as at the acquisition date.

Below is a summary of the consideration transferred and fair value of the assets and liabilities acquired at acquisition date.

Fair value of consideration transferred Fair value of assets and liabilities held at acquisition date (Soil Sub Technologies Ltd) Cash at bank Trade and other receivables Trade and other payables Financial liabilities Fair value of net liabilities assumed on acquisition Excess deemed consideration on acquisition transaction expense	1,050,514 75,478 5,671 (415,858) (506,506)
	(841,213) 1,891,727

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Appendix 4E Preliminary final report Year ended 30 June 2016

8. Dividends (in the case of a trust, distributions)

Date dividend is payable Record date to determine entitlements to the dividend If it is a final dividend, has it been declared?	N/A N/A N/A

Amount per security

	Amount per security	Franked amount per security at 30% tax	Amount per security of foreign source dividend
Final dividend: Currentyear	Nil	N/A	N/A
Interim dividend: Currentyear	Nil	N/A	N/A

Total dividend (distribution) per security (interim plus final)

Ordinary securities Preference securities	Current period	Previous Corresponding Period
	N/A N/A	N/A N/A

9. Dividend or distribution plans in operation

N/A

The last date(s) for receipt of election notices for the dividend or distribution plans N/A

10. Net tangible asset (NTA) backing

	Current Period Previous Corresponding Period 2016 2015 $ $
Net tangible asset backing per ordinary security (cents)	1.31 -

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Appendix 4E Preliminary final report Year ended 30 June 2016

11. Control gained over entities having material effect

Control gained over entities having material effect
Name of entity (or group
of entities) Soil Sub Technologies Limited (Accounting Acquiree)
Consolidated loss from ordinary activities after tax of the
controlled entity (or group of entities) since the date in the	N/A
current period on which control was acquired
Date from which such profit has been calculated	30 June 2016
Loss from ordinary activities after tax of the controlled entity
(or group of entities) for the whole of the previous	(2,437,947)
corresponding period

Loss of control of entities having material effect

Name of entity (or group of entities)	N/A

Consolidated profit (loss) from ordinary activities after tax of the controlled entity (or group of entities) for the current period to the date of loss of control Date to which the profit (loss) has been calculated Consolidated profit (loss) from ordinary activities after tax of the controlled entity (or group of entities) while controlled during the whole of the previous corresponding period Contribution to consolidated profit (loss) from ordinary activities from sale of interest leading to loss of control

N/A N/A N/A N/A

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Appendix 4E Preliminary final report Year ended 30 June 2016

12. Material interests in entities which are not controlled entities

The economic entity has an interest (that is material to it) in the following entities. (If the interest was acquired or disposed of during either the current or previous corresponding period, indicate date of acquisition “from dd/mm/yy” or disposal “to dd/mm/yy”)

Name of entity	Percentage of ownership interest held at end of period or date of disposal	Percentage of ownership interest held at end of period or date of disposal	Contribution to	net profit (loss)
Equity accounted associates and joint venture entities	Current period	Previous corresponding period	Current period $	Previous corresponding period $
Total	N/A	N/A	N/A	N/A
Other material interests
Total	N/A	N/A	N/A	N/A

13. Significant information

Any other significant information needed by an investor to make an informed assessment of the entity’s financial performance and financial position:

Refer 2.6

14. Foreign entities set of accounting standards used in compiling the report (IAS)

N/A

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Appendix 4E Preliminary final report Year ended 30 June 2016

15. Commentary on the results for the period

15.1 Earnings per security (EPS)

	Current Period 2016	Previous Corresponding Period 2015
Basic EPS (cents per share)	(3.16)	(0.0095) (0.0095)
Diluted EPS(centsper share)	(3.16)

15.2 Returns to shareholders (Including distributions and buy backs)

Ordinary securities Preference securities Other equity instruments Total	Current Period 2016 $	Previous Corresponding Period 2015 $
	N/A N/A **N/A **	N/A N/A N/A
	**N/A **	N/A

The dividend or distribution plans shown below are in operation.

N/A

The last date(s) for receipt of election notices for the dividend or distribution plans N/A Any other disclosures in relation to dividends (distributions). N/A

15.3 Significant features of operating performance

N/A

15.4 Segment Information

The Group has only one reportable segment, being the development and commercialisation of its unique 3D geospatial data technology.

15.5 Report on trends in performance

N/A

15.6 Report any factors which have affected the results during the reporting period or which are likely to affect results in the future, including those where the effect could not be quantified.

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Appendix 4E Preliminary final report Year ended 30 June 2016

N/A

16. Compliance statement

This report is based on accounts to which one of the following applies. (Tick one)

 The accounts have been audited.  The accounts have been subject to review.  The accounts are in the process of  The accounts have not yet been being audited or subject to review. audited or reviewed.

17. If the accounts have not yet been audited or subject to audit review and are likely to be subject to dispute or qualification, a description of the likely dispute or qualification:

N/A

18. If the accounts have been audited or subject to review and are subject to dispute or qualification, a description of the dispute or qualification:

N/A

Sign here: I Olson Date: 31 August 2016 (Director)

Print name: Ian Olson

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