ROOLIFE GROUP LTD — Interim / Quarterly Report 2019

Feb 26, 2019

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27 February 2019

Manager Announcements Company Announcements Office Australian Securities Exchange Limited Level 4, 20 Bridge Street SYDNEY NSW 2000

Dear Sir or Madam,

Release of OpenDNA Limited’s financial results for the half-year ended 31 December 2018

In accordance with the ASX Listing Rules, I enclose the following for release:

1. Appendix 4D – half-year report;

2. Half-year financial report for the half-year ended 31 December 2018 including the Directors’ Report.

Yours faithfully

On behalf of the Board of OpenDNA Limited

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Peter Torre Company Secretary

opendna.ai Unit B9, 1st Floor 431 Roberts Rd Subiaco WA 6008 Registered as: OpenDNA Limited ACN: 613 410 398

OpenDNA Limited

Appendix 4D Half-year report Period ended 31 December 2018

OpenDNA Limited

Appendix 4D

Half-year report for the half-year ended 31 December 2018

Name of entity: OpenDNA Limited ACN: 613 410 398 Current Reporting Period Half-Year ended 31 December 2018 Previous Reporting Period Half-Year ended 31 December 2017

Results for announcement to the market.

Item 1

	6 months ended	6 months ended
	31 Dec 2018	31 Dec 2017
Operating Performance	$	$
Revenue from continuing activities	20,710	72,447
Loss from continuing activities after income tax	(1,627,911)	(2,388,604)
Net loss for the half year attributable to members	(1,627,911)	(2,388,604)

Item 2

Dividends

It is not proposed to pay dividends. There are no dividend or distribution reinvestment plans in operation and there has been no dividend or distribution payments during the financial half-year ended 31 December 2018.

Item 3 – Brief Explanation

understand their individual customers and in turn use the psychographic profiles developed to better target and personalize their customer’s experiences automatically and in real-time.

1

OpenDNA Limited

Appendix 4D Half-year report Period ended 31 December 2018

Following strategic acquisitions concluded in December 2018, the expanded OpenDNA Group of companies provides fully integrated digital marketing and customer acquisition services focusing on driving online sales for its clients. Powered by the OpenDNA hyper personalisation and profiling Artificial Intelligence System, OpenDNA provides personalised real-time, targeted marketing. With a key focus on driving sales in Australia and China the Company’s Roolife online e-Commerce marketplace will assist businesses to sell directly to Chinese consumers and accept payment via the Wechat and Alipay mobile payments platforms. Roolife’s key positioning is about knowing and remaining connected with Chinese consumers, allowing brands to continually sell products to Chinese Consumers based on their profiles and purchasing behaviours.

Further details are set out in the Review of Operations section of the Directors’ Report and half-year accounts attached to this Appendix 4D.

Item 4

Item 4
	31 Dec 2018	31 Dec 2017
Net Tangible Assets	$	$
Net tangible assets per security	$0.008	$0.017

Item 5

Control gained or lost over entities during the period
As announced by the Company on 21 December 2018, OpenDNA Limited completed the acquisition of
two synergistic businesses, being:
1. CHOOSE Digital Pty Ltd; and
2. RooLife Limited.
Refer to note 9 of the Interim Report for further information in respect to the entities acquired during the
half-year.

Item 6

Item 6
	Ownership interest as at
	31 Dec 2018	31 Dec 2017
Controlled entities and joint ventures	%	%
Parent entity:
OpenDNA Limited
Controlled entities:
OpenDNA (UK) Limited	100	100
OpenDNA (Singapore) Pte Ltd	100	100
OpenDNA Inc	100	100
CHOOSE Digital Pty Ltd	100	-
RooLife Limited	100	-

Item 7

Accounting Standards

The condensed interim consolidated financial statements (the interim financial statements) are general purpose interim financial statements and have been have prepared in accordance with the requirements of the Corporations Act 2001, applicable accounting standards including AASB 134 Interim Financial Reporting, Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board (‘AASB’). Compliance with AASB 134 ensures compliance with IAS 34 ‘ ’ Interim Financial Reporting .

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OpenDNA Limited

Appendix 4D Half-year report Period ended 31 December 2018

Item 8

Auditor’s review report

The half-year report is based on the interim financial report of OpenDNA Limited for the half-year ended 31 December 2018, which has been reviewed by HLB Mann Judd.

Refer to the 31 December 2018 half-year financial report for the independent auditor’s review report provided to the members of OpenDNA Limited.

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OpenDNA Limited ABN 14 613 410 398

Interim Report 31 December 2018

Contents

Directors’ report ......................................................................................................................................................1 Auditor’s Independence Declaration .......................................................................................................................3 Condensed consolidated statement of profit or loss and other comprehensive income ........................................4 Condensed consolidated statement of financial position .......................................................................................5 Condensed consolidated statement of changes in equity ......................................................................................6 Condensed consolidated statement of cash flows .................................................................................................7 Notes to the condensed consolidated financial statements ...................................................................................8 Directors’ declaration ........................................................................................................................................... 18 Independent Auditor’s Review Report ................................................................................................................. 19

OpenDNA Limited

Directors’ report

Your Directors submit their Interim Report on the consolidated entity (referred to hereafter as the “Group”), consisting of OpenDNA Limited (“OpenDNA” or the “Company”) and entities it controlled at the end of, or during, the half-year ended 31 December 2018. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:

Directors

The names of Directors who held office during or since the end of the interim period and until the date of this report are noted below. Directors were in office for the entire period unless otherwise stated.

Grant Pestell	Non-Executive Chairman
Jay Shah	Non-Executive Director ¹
Evan Cross	Non-Executive Director
Warren Barry	Executive Director ²

• ¹ Jay Shah resigned as Managing Director and Chief Executive Officer on 20 December 2018 ² Warren Barry was appointed as Executive Director on 20 December 2018

Review of Operations

During the half-year ended 31 December 2018, OpenDNA significantly advanced its move towards revenue generation and expansion of the customer base for its Artificial Intelligence System (“AIS”) and Machine Learning platform through strategic acquisitions.

The Company finalised the acquisition of CHOOSE Digital Pty Ltd (“CHOOSE Digital”) and RooLife Limited (“RooLife”) and development work to integrate OpenDNA’s AIS commenced into the services provided by CHOOSE Digital and RooLife.

With the integration of the CHOOSE Digital and the RooLife companies, OpenDNA expanded its commercial services and capability to work with businesses to market their products online and grow brand awareness in Australia and in China, facilitating online sales with provision to provide access to the large and rapidly-growing Chinese market for high-quality Australian consumer goods.

CHOOSE Digital is a fully-integrated digital marketing business that focusses on the development and implementation of customer acquisition strategies. Its Performance Marketing arm helps businesses make the most of their online presence.

RooLife focuses on working with Australian businesses, to build and service sales channels for their products to address the demand from Chinese consumers for high- quality, clean, safe and aspirational products from countries such as Australia.

The Company’s newly acquired capability will provide Australian businesses with access to Mandarin-language mobile shopping platforms with integrated China-specific mobile payment processing via WeChat or AliPay; with enhanced customer intelligence provided by OpenDNA’s AIS and machine-learning platform.

With the integration of OpenDNA’s AIS, RooLife’s e-Commerce platforms will continuously assess and refine the products offered to customers and gather intelligence about its customers’ preferences and buying habits.

In line with the completion of the acquisitions, Mr Warren Barry joined the OpenDNA Board as Executive Sales Director and Mr Bryan Carr was appointed as Chief Executive Officer following the resignation of Mr Jay Shah, who moved to a NonExecutive Director role.

With the integration of OpenDNA’s AIS the Company expects to gain unrivalled customer intelligence and access to new customer opportunities across multiple industry sectors, driving revenue growth.

During the period, the Company successfully completed an equity placement raising $2.5m. At 31 December 2018 the Company held $1.82m in cash to be applied to the Company’s expansion.

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OpenDNA Limited

Directors’ report (continued)

Review of Operations (continued)

Expanded Group Technology Overview

The OpenDNA Group of companies provides fully integrated digital marketing and customer acquisition services focusing on driving online sales for its clients. Powered by the OpenDNA hyper personalisation and profiling AIS, OpenDNA provides personalised real-time, targeted marketing. With a key focus on driving sales in Australia and China the Company’s RooLife online e-Commerce marketplace assists businesses to sell directly to Chinese consumers and accept payment via the Wechat and Alipay mobile payments platforms. Roolife’s key positioning is about knowing and remaining connected with Chinese consumers, allowing brands to continually sell products to Chinese Consumers based on their profiles and purchasing behaviours.

Auditor’s Independence Declaration

Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the Directors of the Company with an Independence Declaration in relation to the review of the half-year financial report. This Independence Declaration is set out on page 3 and forms part of this Directors’ report for the half-year ended 31 December 2018.

This report is signed in accordance with a resolution of the Board of Directors made pursuant to s.306(3) of the Corporations Act 2001.

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Grant Pestell Non-Executive Chairman 27 February 2019

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OpenDNA Limited

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Auditor’s Independence Declaration

As lead auditor for the review of the consolidated financial report of OpenDNA Limited for the half-year ended 31 December 2018, I declare that to the best of my knowledge and belief, there have been no contraventions of:

• a) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

• b) any applicable code of professional conduct in relation to the review.

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Perth, Western Australia 27 February 2019

L Di Giallonardo Partner

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OpenDNA Limited

Condensed consolidated statement of profit or loss and other comprehensive income For the half-year ended 31 December 2018

For the half-year ended 31 December 2018
Notes Continuing operations Revenue Interest income Depreciation and amortisation expense Share based payments expense Consulting fees Employee costs Legal fees Travel and accommodation costs Other expenses Loss before income tax Income tax benefit 4 Net loss for the period Other comprehensive loss, net of income tax Items that may be reclassified to profit or loss Exchange differences on translation of foreign operations Other comprehensive loss for the period, net of income tax Total comprehensive loss for the period Basic loss per share (cents per share) 3 Diluted loss per share (cents per share) 3	6 months to 31 December 2018 6 months to 31 December 2017 $ $ 20,710 72,447 2,158 8,779 (151,040) (152,921) (30,286) (45,430) (159,946) (303,653) (929,469) (1,386,384) (165,655) (97,459) (69,390) (81,764) (361,923) (403,009)
	(1,844,841) (2,389,394) 216,930 790
	(1,627,911) (2,388,604)
	(17,563) (8,267)
	(17,563) (8,267)
	(1,645,474) (2,396,871)
	(1.34) (2.27) (1.34) (2.27)

The accompanying notes form part of these financial statements

4

OpenDNA Limited

Condensed consolidated statement of financial position As at 31 December 2018

Notes Assets Current assets Cash and cash equivalents Trade and other receivables Other Total current assets Non-current assets Property, plant and equipment Deferred tax asset Intangible assets 5 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Total current liabilities Non-current liabilities Deferred tax liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital 6 Reserves Accumulated losses Total equity	31 December 2018 30 June 2018 $ $ 1,820,448 669,840 130,353 303,564 36,689 147,598
	1,987,490 1,121,002
	20,669 56,755 410,085 222,577 3,432,546 2,302,351
	3,863,300 2,581,683
	5,850,790 3,702,685
	443,346 592,960
	443,346 592,960
	414,010 443,357
	414,010 443,357
	857,356 1,036,317
	4,993,434 2,666,368
	16,687,649 13,646,581 1,614,786 700,877 (13,309,001) (11,681,090)
	4,993,434 2,666,368

The accompanying notes form part of these financial statements

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OpenDNA Limited

Condensed consolidated statement of changes in equity For the half-year ended 31 December 2018

		Share-based	Foreign currency
		payment	translation	Accumulated
	Issued capital	reserve	reserve	losses	Total equity
	$	$	$	$	$
Balance at 1 July 2018	13,646,581	831,105	(130,228)	(11,681,090)	2,666,368
Loss for the period	-	-	-	(1,627,911)	(1,627,911)
Other comprehensive loss for
the period, net of income tax	-	-	(17,563)	-	(17,563)
Total comprehensive loss
for the period	-	-	(17,563)	(1,627,911)	(1,645,474)
Shares issued	3,562,670	-	-	-	3,562,670
Share issue costs	(521,602)	-	-	-	(521,602)
Value of performance shares
issued as consideration for
acquisition of subsidiaries	-	533,334	-	-	533,334
Share-based payments	-	398,138	-	-	398,138
Balance at 31 December
2018	16,687,649	1,762,577	(147,791)	(13,309,001)	4,993,434
For the half-year ended 31 December 2017

Balance at 1 July 2017 Loss for the period Other comprehensive loss for the period, net of income tax Total comprehensive loss for the period Share-based payments Balance at 31 December 2017	Issued capital Share-based payment reserve Foreign currency translation reserve Accumulated losses Total equity $ $ $ $ $ 13,646,581 721,506 (123,789) (7,713,236) 6,531,062 - - - (2,388,604) (2,388,604) - - (8,267) - (8,267)
	- - (8,267) (2,388,604) (2,396,871)
	- 45,430 - - 45,430
	13,646,581 766,936 (132,056) (10,101,840) 4,179,621

The accompanying notes form part of these financial statements

6

OpenDNA Limited

Condensed consolidated statement of cash flows For the half-year ended 31 December 2018

Notes Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Other – Research and Development cash rebate received Net cash outflow from operating activities Cash flows from investing activities Payments for property, plant and equipment Proceeds from the disposal of property, plant and equipment Payments for intangible assets 9 Payments to acquire subsidiaries, net of cash acquired 9 Net cash outflow from investing activities Cash flows from financing activities Proceeds from the issue of shares Payments for share issue costs Net cash inflow from financing activities Net increase/(decrease) in cash held Cash and cash equivalents at the beginning of the period Effects of exchange rate fluctuations on cash held Cash and cash equivalents at the end of the period	6 months to 31 December 2018 6 months to 31 December 2017 $ $ 52,160 39,959 (1,361,121) (2,219,596) 3,201 8,584 289,102 342,729
	(1,016,658) (1,828,324)
	- (7,647) 5,341 - (50,000) - (139,678) -
	(184,337) (7,647)
	2,500,000 - (165,000) -
	2,335,000 -
	1,134,005 (1,835,971) 669,840 3,747,988 16,603 25,072
	1,820,448 1,937,089

The accompanying notes form part of these financial statements

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OpenDNA Limited

Notes to the condensed consolidated financial statements For the half-year ended 31 December 2018

Note 1: Statement of significant accounting policies

(a) Basis of preparation

The condensed interim consolidated financial statements (the interim financial statements) are general purpose interim financial statements and have been have prepared in accordance with the requirements of the Corporations Act 2001 , applicable accounting standards including AASB 134 Interim Financial Reporting , Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board (‘AASB’). Compliance with AASB 134 ensures compliance with IAS 34 ‘Interim Financial Reporting’.

The interim financial statements comprise the condensed interim financial statements for the Group. For the purposes of preparing the interim financial statements, the Company is a for-profit entity.

The interim financial statements do not include full disclosures of the type normally included in the full financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of the Group as in the full financial report. It is recommended interim financial statements be read in conjunction with the full financial report for the year ended 30 June 2018 and any public announcements made by the Company and its subsidiaries during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001 and the ASX Listing Rules.

The accounting policies and methods of computation adopted are consistent with those of the previous financial year and corresponding half-year. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

The interim financial statements have been prepared on a historical cost basis, except for the revaluation of certain financial instruments to fair value. Cost is based on the fair value of the consideration given in exchange for assets.

The Company is domiciled in Australia and all amounts are presented in Australian dollars, unless otherwise noted.

For the purpose of preparing the interim financial statements, the half-year has been treated as a discrete reporting period.

(b) Adoption of new and revised standards

Standards and Interpretations applicable to 31 December 2018

In the period ended 31 December 2018, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Company and effective for the current reporting period beginning on or after 1 July 2018. As a result of this review, the Group has initially applied AASB 15 Revenue from Contracts with Customers and AASB 9 Financial Instruments from 1 July 2018. There is no material impact to profit or loss or net assets on the adoption of these new accounting standards in the current or comparative periods.

Standards and Interpretations in issue not yet adopted

The Directors have also reviewed all Standards and Interpretations in issue not yet adopted for the period ended 31 December 2018. As a result of this review the Directors have determined that AASB 16 Leases may have a material effect on the application in future periods.

AASB 16 replaces AASB 117 Leases and related interpretations. AASB 16 requires lessees to account for all leases under a single on-balance sheet model in a similar way to finance leases under AASB 117 Leases . The standard includes two recognition exemptions for lessees – leases of low-value assets (e.g. personal computers) and short-term leases (i.e. leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e. the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e. the right-of-use asset). Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset. Lessees will be required to remeasure the lease liability upon the occurrence of certain events (e.g. a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset. AASB 16 is effective from annual reporting periods beginning on or after 1 January 2019. The Standard will primarily affect the accounting for the Group’s operating lease commitments predominantly relating to its leases on premises. The Group has commenced the process of evaluating the impact of the new Standard.

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Notes to the condensed consolidated financial statements For the half-year ended 31 December 2018

Note 1: Statement of significant accounting policies (continued)

(c) Statement of compliance

The interim financial statements were authorised for issue on 27 February 2019.

The interim financial statements comply with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the interim financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS).

(d) Significant accounting estimates and judgements

The preparation of the interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates.

The judgements, estimates and assumptions applied in the interim financial statements, including the key sources of estimation uncertainty were the same as those applied in the Group’s last annual financial statements for the year ended 30 June 2018.

(e) Going concern

Directors are of the opinion that the Company is a going concern for the following reasons:

• As at the reporting date the Company had cash on hand amounting to $1.8m and net assets amounting to $5.0m; and

• The Directors anticipate that a further equity raising may be required in the future, with funds raised being used to meet the ongoing working capital requirements of the Group, and the Directors are confident that the Company will be successful in raising the required equity.

Should this equity raising not be completed successfully, there is a material uncertainty that may cast significant doubt as to whether the Group will be able to continue as a going concern and whether it will be able to realise its assets and extinguish its liabilities in the normal course of business at the amounts stated in the financial report.

Note 2: Segment reporting

AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Board of Directors in order to allocate resources to the segment and to assess its performance. Information regarding these segments is presented below. The accounting policies of the reportable segments are the same as the Group’s accounting policies. The following tables are an analysis of the Group’s revenue and results by reportable segment provided to the Board of Directors for the half-year ended 31 December 2018 and for the half-year ended 31 December 2017.

31 December 2018 Segment revenue1 Segment result Segment assets Segment liabilities	Australia United Kingdom Singapore USA Consolidation eliminations $ $ $ $ $ 20,710 - - - -	Total $ 20,710
	(942,362) (183,419) (355,370) 7,517 (154,277)	(1,627,911)
	14,507,879 63,097 140,133 283 (8,860,602)	5,850,790
	(333,851) (2,928,746) (3,445,857) (280,818) 6,131,916	(857,356)

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Notes to the condensed consolidated financial statements For the half-year ended 31 December 2018

Note 2: Segment reporting (continued)

Australia United Kingdom Singapore USA Consolidation eliminations $ $ $ $ $ 72,447 - - - -	Total $ 72,447
(652,182) (770,849) (474,076) (266,895) (224,602)	(2,388,604)
11,671,433 481,720 323,839 32,588 (7,539,744)	4,969,836

1 No further disclosures as required by AASB 15 have been made as the Group’s revenue for the current and comparative reporting periods is not material.

Note 3: Loss per share

(a) Basic and diluted loss per share

Total basic and diluted loss per share attributable to the ordinary equity holders of the Company (b) Reconciliation of loss used in calculating loss per share Loss attributable to the ordinary equity holders of the Company used in the calculation of basic and diluted loss per share (c) Weighted average number of shares used as the denominator Weighted average number of ordinary shares used in the denominator in calculating loss per share	6-months to 31 December 2018 6-months to 31 December 2017 $ $ (1.34) (2.27)
	$ $ (1,627,911) (2,388,604)
	Number Number 121,742,859 105,083,541

(d) Information concerning classification of securities

Options granted are considered to be potential ordinary shares and have been included in the determination of diluted loss per share to the extent to which they are dilutive (the options are not considered to be dilutive). The options have not been included in the determination of basic loss per share.

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Notes to the condensed consolidated financial statements For the half-year ended 31 December 2018

Note 4: Income tax

The current period income tax benefit of $216,930 comprises the benefit of income tax losses incurred by the UK subsidiary which has been recorded due to the existence of a deferred tax liability related to the Technology asset.

Note 5: Intangible assets

6 months to 31 December 2018 Carrying value as at 1 July 2018 Foreign currency differences Additions (note 9) Acquisitions through business combinations - RooLife (note 9) Acquisitions through business combinations - CHOOSE Digital (note 9) Amortisation expense	Provisionally accounted intangibles Website development Technology Customer contracts Total $ $ $ $ $ - 9,108 2,293,243 - 2,302,351 - 108 - - 108 - - - 50,000 50,000 558,234 - - - 558,234 658,233 - - - 658,233 - (1,483) (134,897) - (136,380)
	1,216,467 7,733 2,158,346 50,000 3,432,546

Year to 30 June 2018 Carrying value as at 1 July 2017 Foreign currency differences Amortisation expense	Website development Technology Total $ $ $ 11,486 2,563,036 2,574,522 503 - 503 (2,881) (269,793) (272,674)
	9,108 2,293,243 2,302,351

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Notes to the condensed consolidated financial statements For the half-year ended 31 December 2018

Note 6: Issued capital

(a) Share capital 206,874,139 (30 June 2018: 105,083,541) Ordinary shares issued and fully paid (b) Movement in ordinary share capital Year to 30 June 2018 Date Details Number of shares 1 July 2017 Opening balance 105,083,540 8 September 2017 Issue of ordinary share on cancellation of performance shares 1 30 June 2018 105,083,541 Six months to 31 December 2018 Date Details Number of shares 1 July 2018 Opening balance 105,083,541 28 September 2018 Issue of ordinary share on cancellation of performance shares 1 28 September 2018 Shares issued to settle debts 6,783,935 28 September 2018 Placement ¹ 11,428,571 12 December 2918 Shares issued to settle debts 2,636,071 12 December 2918 Placement ¹ 60,000,000 24 December 2918 Shares issued to settle debts 5,703,925 24 December 2918 Shares issued to acquire Choose Digital and RooLife Limited 15,238,095 206,874,139 Less: Transaction costs arising on share issue ² - 31 December 2018 206,874,139	(a) Share capital 206,874,139 (30 June 2018: 105,083,541) Ordinary shares issued and fully paid (b) Movement in ordinary share capital Year to 30 June 2018 Date Details Number of shares 1 July 2017 Opening balance 105,083,540 8 September 2017 Issue of ordinary share on cancellation of performance shares 1 30 June 2018 105,083,541 Six months to 31 December 2018 Date Details Number of shares 1 July 2018 Opening balance 105,083,541 28 September 2018 Issue of ordinary share on cancellation of performance shares 1 28 September 2018 Shares issued to settle debts 6,783,935 28 September 2018 Placement ¹ 11,428,571 12 December 2918 Shares issued to settle debts 2,636,071 12 December 2918 Placement ¹ 60,000,000 24 December 2918 Shares issued to settle debts 5,703,925 24 December 2918 Shares issued to acquire Choose Digital and RooLife Limited 15,238,095 206,874,139 Less: Transaction costs arising on share issue ² - 31 December 2018 206,874,139	31 December 2018 $ 16,687,649	30 June 2018 $ 13,646,581
		Issue price - - Issue price - - $0.035 $0.035 $0.035 $0.035 $0.035 $0.035 -	$ 13,646,581 -
	105,083,541		13,646,581
	Number of shares 105,083,541 1 6,783,935 11,428,571 2,636,071 60,000,000 5,703,925 15,238,095		$ 13,646,581 - 237,438 400,000 92,262 2,100,000 199,637 533,333
	206,874,139 -		17,209,251 (521,602)
	206,874,139		16,687,649

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Notes to the condensed consolidated financial statements For the half-year ended 31 December 2018

Note 6: Issued capital (continued)

(b) Movement in ordinary share capital (continued)

• ¹ As announced by the Company on 12 September 2018, the Company received firm commitments to place a total of 71,428,571 new fully paid ordinary shares (“Shares”) to sophisticated and professional investors at $0.035 per Share, together with one free attaching option for every two Shares (“Options”), to raise a total of up to $2.5 million before costs (“Placement”). The 35,714,307 Options have an exercise price of $0.05 per Share and an expiry date of 31 October 2021.

The Placement was undertaken in two tranches, the first of which utilised the Company’s existing placement capacity under ASX Listing Rules 7.1 and 7.1A. Under the first tranche, which was not subject to shareholder approval, 11,428,571 Shares and 5,714,307 associated Options were issued on 28 September 2018 raising $400,000 before costs.

The second tranche of the Placement was approved by shareholders at the Company’s Annual General Meeting (“AGM”) on 23 November 2018. Subsequent to the AGM, 60.0 million Shares and 30.0 million associated Options were issued on 12 December 2018, raising $2.1 million before costs.

• ² Triple C Consulting Pty Ltd (“Triple C”) acted as Lead Manager to the Placement. As part of the Company’s arrangement, the Company agreed to issue 20 million Options to Triple C, which was subject to at least $2.5 million (before costs) being raised under the Placement.

The Company has also agreed to issue 3.5 million Options to Storm Enterprises Pty Ltd (“Storm”) for its assistance in relation to the Placement.

The Options issued to Triple C and Storm were approved by shareholders at the Company’s AGM. The share-based payment expense of $367,851 related to the Options (refer to note 7 below) has been capitalised and included within the transaction costs arising on share issue.

(c) Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held.

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.

Note 7: Share-based payments

The following share-based payment arrangements were approved at the Company’s 2018 Annual General Meeting:

• (a) Options

• 1.5 million Options were issued to the Company’s Chief Financial Officer, Richard Jarvis, in connection with the Company’s cash preservation strategy (as announced by the Company on 31 July 2018);

• 20 million Options were issued to Triple C in connection with its role as lead manager to the Placement and in consideration for the provision of ongoing corporate advisory services; and

• 3.5 million Options were issued to Storm in consideration for services provided to the Company,

The Options were issued on the same terms in all respects as those issued under the Placement.

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Notes to the condensed consolidated financial statements For the half-year ended 31 December 2018

Note 7: Share-based payments (continued)

(a) Options (continued)

The fair value of the Options are estimated as at the date of grant using the Black and Scholes model taking into account the terms and conditions upon which the options were granted.

	Richard Jarvis	Triple C	Storm
Expected volatility (%) ¹	89.92%	92.59%	92.59%
Risk-free interest rate (%)	2.145%	2.145%	2.145%
Expected life of option (days) ²	1,138	1,073	1,073
Exercise price (cents)	5.0	5.0	5.0
Grant date share price (cents)	3.5	3.2	3.2

• ¹ The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.

• ² The expected life of the options is not based on historical data and is not necessarily indicative of exercise patterns that may occur. The number of days is calculated by the number of days between the grant date and expiry date of the option.

No other features of options granted were incorporated into the measurement of fair value.

The value brought to account as a share-based payment expense in the half year ended 31 December 2018 was $394,618 of which $26,766 relating to the fair value of Listed Options granted to Richard Jarvis was expensed to the Profit and Loss. The fair value of Options granted to Triple C and Storm amounting to $313,065 and $54,786 respectively, has been capitalised and included in the transaction costs arising on share issue within equity.

(b) Performance shares

As announced by the Company on 12 September 2018, the Company entered into a binding Heads of Agreement (“HOA”) to acquire two Australian-based businesses, CHOOSE Digital and RooLife. Under the HOA, OpenDNA agreed to purchase all of the issued shares in each of CHOOSE Digital and RooLife as a single transaction, which was subsequently approved at the Company’s AGM. The consideration for the Acquisition consists of both upfront and “at risk” components, with the majority of that consideration being non-cash and based on the achievement of revenue milestones. Details of the consideration are as follows:

• On completion of the Acquisition (“Completion”), which occurred on 24 December 2018, OpenDNA paid the Acquisition vendors a total aggregate cash amount of $150,000. A total of approximately 15.24 million OpenDNA shares were also issued to the Acquisition vendors, based on an agreed price of $0.035 per share, which will be subject to voluntary escrow for a period of 12 months.

• At Completion, the Acquisition vendors were also issued with approximately 30.5 million performance shares, which will be split equally into two tranches and will be subject to conversion into fully paid ordinary shares in the capital of OpenDNA upon achievement of the following milestones:

• the Tranche 1 performance shares will convert into shares in OpenDNA on a one-to-one basis upon the CHOOSE Digital and RooLife businesses first achieving aggregate revenue of $1.8 million in a rolling 12-month period (as confirmed by audited financial statements); and

• the Tranche 2 performance shares will convert into shares in OpenDNA on a one-to-one basis upon the CHOOSE Digital and RooLife businesses first achieving aggregate revenue of $3 million in a rolling 12-month period (as confirmed by audited financial statements),

provided that, should either of the above revenue milestones not be achieved within 5 years of Completion, the corresponding tranche of performance shares to which that milestone relates will lapse automatically.

The Directors are of the opinion that at balance date, it is probable that the Tranche 1 milestone will be achieved. As a result, the value of the 15,238,095 Tranche 1 performance shares, being $533,334, has been recorded as part of the acquisition consideration, with a corresponding amount recorded in the Share Based Payment Reserve. This value is based on a share price of $0.035, being the value of the Company’s shares at the date of Completion. Full terms of the performance shares proposed to be issued to the Acquisition vendors are set out in the Company’s Notice of Annual General Meeting, dated 23 October 2018.

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Notes to the condensed consolidated financial statements

For the half-year ended 31 December 2018

Note 7: Share-based payments (continued)

Share options exercised during the half-year

No share options were exercised during the half-year.

Note 8: Financial instruments

The methods and valuation techniques used for the purpose of measuring fair value are unchanged compared to the previous reporting period.

The carrying amounts of the current receivables, other current assets and current payables are considered to be a reasonable approximation of their fair value.

Note 9: Business combination

Summary of acquisition

As detailed in note 7 (b) above, on 12 September 2018, the Company entered into a binding HOA to acquire two Australianbased businesses, CHOOSE Digital and RooLife. Under the HOA, OpenDNA agreed to purchase all of the issued shares in each of CHOOSE Digital and RooLife as a single transaction, which was subsequently approved at the Company’s AGM on 23 November 2018.

As announced by the Company on 21 December 2018, the Acquisition was completed and as a result, both CHOOSE Digital and RooLife became wholly-owned subsidiaries of the Company.

Details of the purchase acquisition and net assets acquired are as follows:

RooLife Limited

Cash consideration paid to Acquisition vendors 6,904,762 fully paid shares in the capital of the Company issued to the shareholders of RooLife Limited, valued at 3.5 cents per share 6,904,762 Tranche 1 performance shares in the capital of the Company issued to the shareholders of RooLife Limited, valued at 3.5 cents per share 6,904,762 Tranche 2 performance shares in the capital of the Company issued to the shareholders of RooLife Limited, valued at 3.5 cents per share

$ 75,000 241,667 241,667 - ¹

558,334

The assets and liabilities recognised as a result of the acquisition are as follows:

Other receivables Excess consideration paid over net assets acquired ²	As at 19 December 2018 $ 100
	100 558,234
	558,334

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Notes to the condensed consolidated financial statements For the half-year ended 31 December 2018

Note 9: Business combination (continued)

CHOOSE Digital Pty Ltd

Cash consideration paid to Acquisition vendors 8,333,333 fully paid shares in the capital of the Company issued to the shareholders of RooLife Limited, valued at 3.5 cents per share 8,333,333 Tranche 1 performance shares in the capital of the Company issued to the shareholders of RooLife Limited, valued at 3.5 cents per share 8,333,334 Tranche 2 performance shares in the capital of the Company issued to the shareholders of RooLife Limited, valued at 3.5 cents per share The assets and liabilities recognised as a result of the acquisition are as follows: Cash Other receivables Accounts receivable Intangible asset – customer contracts (note 5)³ Accounts payable Accruals Unearned revenue GST payable Directors loan account Deferred payment obligation³ Annual leave provision Excess consideration paid over net assets acquired ²	$ 75,000 291,666 291,667 - ¹
	658,333
	As at 19 December 2018 $ 10,322 100 108,352 50,000 (44,658) (756) (27,588) (8,733) (28,024) (50,000) (8,915)
	100 658,233
	658,333

• ¹ The Tranche 2 Performance Shares have been valued at $0.035 each, based on the share price of the Company’s shares at date of acquisition. The Company will be required to record the value of these shares in its accounting records over the vesting period, however, this will only commence when the directors believe it is probable that the performance milestone will be achieved. At the date of this report, the directors cannot resolve with any certainty whether it would be considered probable that the performance milestone will be achieved. As a result, no value has been recorded in the accounting records.

• ² At balance date, the initial accounting for the business combination is incomplete as the Company is currently finalising the allocation of the initial excess consideration noted above. This allocation will be finalised when the 30 June 2019 annual financial report is produced and the provisional amounts noted above will be adjusted accordingly.

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Notes to the condensed consolidated financial statements For the half-year ended 31 December 2018

Note 9: Business combination (continued)

• ³ On 3 August 2018, CHOOSE Digital entered into a binding asset sale agreement with Velpic Limited and Dash Digital Pty Ltd (“Dash Digital”), whereby Choose Digital agreed to acquire key Customer Contracts from Dash Digital for a cash consideration of $50,000.

Subsequently, OpenDNA and Choose Digital entered into a HOA (refer to note 7(b)), whereby OpenDNA agreed to provide $50,000 in cash to Dash Digital to satisfy CHOOSE Digital’s deferred payment obligation.

Impact of acquisition on the results of the Group

If the combination had taken place at the beginning of the half-year, additional revenue of $286,978 would have been recognised from CHOOSE Digital for the period to 19 December 2018, with an immaterial impact on the loss for the period due to the private company structure of the entity.

Net cash outflow from acquisitions

Net cash outflow from acquisitions
Cash paid Less: Cash acquired on acquisition of CHOOSE Digital Net cash outflow	$ 150,000 (10,322)
	139,678

Note 10: Contingent liabilities

There Group has no contingent liabilities as at the reporting date.

Note 11: Related party transactions

The following transactions occurred with related parties during the period:

		6-months to	6-months to
		31 December	31 December
		2018	2017
		$	$
The	following payments were paid to Murcia Pestell Hillard Pty Ltd, a company related
to Mr. Grant Pestell:
-	provision of general legal services	150,040	72,355
-	rent for the provision of serviced office space	-	3,000
-
The	following payment was paid to Storm Enterprises Pty Ltd, a company related to
Mr. Grant Pestell:
-	provision of advisory services in relation to Placement ¹	54,786	-

• ¹ Refer to note 6 (b) and note 7 (a). Mr Pestell has a 24% interest in Storm. The entity is not controlled by Mr Pestell, nor does he have the capacity to determine the entity’s ability to dispose of securities it holds.

Note 12: Events subsequent to reporting date

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

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OpenDNA Limited

Directors’ declaration

1. In the opinion of the Directors of OpenDNA Limited (the ‘Company’):

2. a. the accompanying interim financial statements and notes are in accordance with the Corporations Act 2001 including:

   • i. giving a true and fair view of the Group’s financial position as at 31 December 2018 and of its performance for the half- year then ended; and

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

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

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

5. This declaration has been made after receiving the declarations required to be made to the Directors in accordance with Section 303(5) of the Corporations Act 2001 for the half-year ended 31 December 2018.

This declaration is signed in accordance with a resolution of the board of Directors.

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Grant Pestell Non-Executive Chairman

27 February 2019

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OpenDNA Limited

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Independent Auditor’s Review Report

To the members of OpenDNA Limited

Report on the Condensed Half-Year Financial Report

Conclusion

We have reviewed the accompanying half-year financial report of OpenDNA Limited (“the company”) which comprises the condensed consolidated statement of financial position as at 31 December 2018, the condensed consolidated statement of profit or loss and other comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory notes, and the directors’ declaration, for the Group comprising the company and the entities it controlled at the half-year end or from time to time during the half-year.

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

• (a) giving a true and fair view of the Group’s financial position as at 31 December 2018 and of its performance for the half-year ended on that date; and

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

Material uncertainty related to going concern

We draw attention to Note 1(e) in the financial report, which indicates the existence of a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern. Our conclusion is not modified in respect of this matter.

Directors’ responsibility for the half-year financial report

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

Auditor’s responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Group’s financial position as at 31 December 2018 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of the company, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

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OpenDNA Limited

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

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 .

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HLB Mann Judd Chartered Accountants

L Di Giallonardo Partner

Perth, Western Australia 27 February 2019

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