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SPARC TECHNOLOGIES LIMITED Interim / Quarterly Report 2023

Feb 27, 2023

65846_rns_2023-02-27_20492c05-1db4-42c2-8f8d-3fe705b40785.pdf

Interim / Quarterly Report

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CONSOLIDATED RESULTS FOR ANNOUNCEMENT TO THE MARKET For the half year ended 31 December 2022 Sparc Technologies Limited ACN 009 092 068

This Condensed Consolidated Interim Financial Report does not include all the notes of the type normally included in an Annual Financial Report. Accordingly, it is to be read in conjunction with the Annual Report for the year ended 30 June 2021 and any public announcements made by Sparc Technologies Limited during the half year, in accordance with the continuous disclosure requirements of the Corporations Act 2001.

Current reporting period: Half-year ended 31 December 2022

Previous corresponding reporting period: Half-year ended 31 December 2021

Consolidated Results

onsolidated Results
$A
Revenues from ordinary activities -% To -
(Loss) from ordinary activities after tax -79.89% to (1,481,828)
Net (loss) for the half-year attributable to members -79.89% to (1,481,828)
2206721 2206721
Dividends (distributions) Amount per security Franked amount per
security
Final Dividend
Interim Dividend
Nil Nil
Previous corresponding half-year Nil Nil
Record date for determining entitlements to the dividend NOT APPLICABLE

Comments

The reported Loss from Ordinary Activities After Tax for the period was $1,481,828. Net Cash Used in Operating Activities for the period was $1,608,680. The Loss from Ordinary Activities after Tax includes non cash expenses relating to share-based payments to employees of $503,502 and depreciation and amortisation of $108,970 and a non-cash gain of $215,896 from the Group’s share in the net profit of it’s associate, Sparc Hydrogen Pty Ltd. The remaining difference between the Loss from Ordinary Activities After Tax and Net Cash used in Operating Activities relates to movements in other balance sheet items

OTHER INFORMATION

For the half-year ended 31 December 2022 Sparc Technologies Limited ACN 009 092 068

Net Tangible Assets per Security Net Tangible Assets per Security Half Year ended
31 December 2022
Half Year ended
31 December 2021
(31 December 2022: Total net assets less intangible
assets; 31 December 2021: Total net assets less intangible
assets)
7.04 cents 5.73 cents
Dividends
Date the dividend (distribution) is payable
Record date to determine entitlements to the dividend
(distribution)
If it is a final dividend, has it been declared?
Amount per security
NOT APPLICABLE
NOT APPLICABLE
NOT APPLICABLE
Amount per
security
Franked amount per
security at 30% tax
Amount per security of
foreign source dividend
Final dividend:
Current year
Previous year
Nil
Nil
Nil
Nil
Nil
Nil
Interim dividend:
Current year
Previous year
Nil
Nil
Nil
Nil
Nil
Nil

Audit

The financial statements were subject to a review by the auditors and the review report is attached as part of the report for the half year ended 31 December 2022.

Sparc Technologies Limited

ACN 009 092 068 Report for the half-year ended 31 December 2022

Contents Page
Corporate directory 2
Directors’ report 3
Auditor’s independence declaration 5
Consolidated statement of profit or loss and other comprehensive income 6
Consolidated statement of financial position 7
Consolidated statement of changes in equity 8
Consolidated statement of cash flows 9
Notes to the consolidated financial statements 10
Directors’ declaration 19
Independent auditor’s review report 20

1

Sparc Technologies Limited

Corporate directory

Directors

Mr Stephen Hunt Mr Mike Bartels Mr Daniel Eddington Ms Stephanie Moroz

(Executive Chairman) (Managing Director) (Non – Executive Director) (Non – Executive Director)

Company Secretary

Mr Adrien Wing

Registered Office

Sparc Technologies Limited ABN 15 007 702 927 Level 2, 480 Collins Street Melbourne VIC 3000 Email: [email protected]

Auditors

BDO Audit Pty Ltd Level 7, 420 King William St ADELAIDE, SA 5000

Share Registry

Link Market Services Limited Level 12, QV1 Building 250 St Georges Terrace Perth WA 6000

Enquiries within Australia: 1300 554 474 Enquiries outside Australia: +61 1300 554 474 www.linkmarketservices.com.au

Websites:

www.sparctechnologies.com.au

Stock Exchange

The company Sparc Technologies Limited is listed on the Australian Securities Exchange (ASX). The ASX Code is: SPN-Ordinary Shares.

2

Sparc Technologies Limited

Directors’ report

The Directors of Sparc Technologies Limited (the “Company”) submit herewith the financial report of the Company and its subsidiaries (the “Group”) for the half-year ended 31 December 2022.

The names of the Directors of the Company during or since the end of the half-year and up to the date of this report are:

Mr S Hunt – Executive Chairman Mr M Bartels – Managing Director Mr D Eddington- Non – Executive Director Mr S Moroz – Non – Executive Director

Mr A Wing - Company Secretary

Principal Activities

The Company’s principal activities are the research and development of new technologies for environmental and biomedical applications.

Review of operations

For the half-year ended 31 December 2022, the Group recorded a loss after tax of $1,481,828 (31 December 2021: $7,367,961) which included non cash expenses relating to share-based payments to employees of $503,502 and depreciation and amortisation of $108,970 and a non-cash gain of $215,896 from the Group’s share in the net profit of it’s associate, Sparc Hydrogen Pty Ltd.

The Group had working capital of $4,521,957 (31 December 2021: $3,843,311). The Group had negative cash flows from operating activities for the half-year amounting to $1,608,680 (31 December 2021: $2,651,659).

Dividends paid or recommended

There were no dividends paid, or recommended, during the half-year ended 31 December 2022.

Significant changes in the state of affairs

Other than disclosed elsewhere in this Directors Report, there have been no significant changes in the state of affairs of the Group which occurred during the half-year.

Significant events after balance date

There have been no significant events after balance date.

Rounding of amounts to nearest thousand dollars

In accordance with ASIC Corporations (Rounding in Financial/Director’s Reports) Instrument 2016/191, the amounts in the Directors’ Report and in the financial report have been rounded to the nearest dollar.

Auditor’s independence declaration

The auditor’s independence declaration is included on page 4 of the half-year report.

Signed in accordance with a resolution of Directors.

On behalf of the directors

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Stephen Hunt Chairman Adelaide, 28 February 2023

3

Tel: +61 8 7324 6000 BDO Centre Fax: +61 8 7324 6111 Level 7, 420 King William Street www.bdo.com.au Adelaide SA 5000 GPO Box 2018 Adelaide SA 5001 Australia

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DECLARATION OF INDEPENDENCE

BY ANDREW TICKLE TO THE DIRECTORS OF SPARC TECHNOLOGIES LIMITED

As lead auditor for the review of Sparc Technologies Limited for the half-year ended 31 December 2022, I declare that, to the best of my knowledge and belief, there have been:

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

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

This declaration is in respect of Sparc Technologies Limited and the entities it controlled during the period.

==> picture [68 x 59] intentionally omitted <==

Andrew Tickle Director

BDO Audit Pty Ltd

Adelaide, 28 February 2023

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

Sparc Technologies Limited

Consolidated statement of profit or loss and other comprehensive income for the half-year ended 31 December 2022

Note
Revenue
Other Income
5
Share of net profit of associate
4
Expenses
Research and development
Professional and consulting fees
5
Travel and accommodation
Regulatory & advisory
Employee Benefits Expense
5
Recapitalisation expense
Depreciation and amortisation
Interest on lease liabilities
Other expenses
Total Operating expenses
(Loss) before income tax expense
Income tax expense
(Loss) for the half-year
Other comprehensive income
Total comprehensive loss attributable to equity holders of the
parent entity
Earnings per share for loss attributable to equity holders of the
parent entity:
Basic (cents per share)
Diluted (cents per share)
Consolidated Group
Half-year
ended
31 Dec 2022
$
Half-year
ended
31 Dec 2021
$
936,113
608,834
215,896
-
324,232
1,409,084
262,615
248,147
83,434
9,518
184,333
199,982
1,454,646
5,855,671
-
-
108,970
85,443
8,111
11,342
207,287
15,608
2,633,628
7,976,795
(1,481,828)
(7,367,961)
-
(1,481,828)
(7,367,961)
-
-
(1,481,828)
(7,367,961)
(0.02)
(0.10)
(0.02)
(0.09)

The above Consolidated statement of profit or loss and other comprehensive Income should be read in conjunction with the accompanying notes.

5

Sparc Technologies Limited

Consolidated statement of financial position as at 31 December 2022

Note
Current assets
Cash and cash equivalents
Receivables
Other
6
Total current assets
Non-current assets
Property, plant and equipment
Other assets
Intangible assets
Investments accounted for using equity method
Right of use asset
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Lease liability
Employee benefits
Total current liabilities
Non-current liabilities
Lease liability
Total non-current liabilities
Total liabilities
Net assets/(deficit)
Equity
Issued capital
7
Reserves
8
Accumulated (losses)
Total equity/(deficit)
Consolidated Group
31 Dec
2022
$
30 Jun 2022
$
3,805,907
2,135,857
921,229
115,748
628,590
111,205
4,842,883
2,808,123
547,681
505,084
30,000
30,000
122,220
102,902,
885,656
669,760
309,733
361,357
1,895,290
1,669,103
6,738,173
4,477,226
184,566
337,340
54,556
95,860
81,804
107,951
320,926
**541,151 **
291,068
291,068
291,068
291,068
611,994
832,219
6,126,179
**3,645,007 **
21,029,941
18,138,943
8,052,421
6,980,419
(22,956,183) (21,474,355)
6,126,179
**3,645,007 **

The above Consolidated statement of financial position should be read in conjunction with the accompanying notes.

6

Sparc Technologies Limited

Consolidated statement of changes in equity for the half-year ended 31 December 2022

Note
Balance as at 1 July 2021
Share based payment
expense in the year
Shares issued, net of
transaction costs, in the
year
Shares issued for options
exercised in the half-year
Performance shares
issued to management in
the half-year
Total transactions with
owners
(Loss) for the half-year
Other comprehensive
income for the half-year
Total comprehensive
loss for the half-year
Balance as at 31
December 2021
Balance as at 1 July 2022
Share based payment
expense in the year
8
Shares issued, net of
transaction costs, in the
year
7
Shares issued for options
exercised in the half-year
7/8
Performance shares
issued to management in
the half-year
8
Total transactions with
owners
(Loss) for the half-year
Other comprehensive
income for the half-year
Total comprehensive
loss for the half-year
Balance as at 31
December 2022
Contributed
equity
Share based
payment
reserve
Accumulated
(losses)
Total
$
$
$
$
9,345,737
1,316,623
(7,272,379)
**3,389,981 **
30,000
4,966,565
4,996,565
2,632,700
2,632,700
702,960
(65,460)
637,500
99,252
99,252
3,365,660
5,000,357
0
8,366,017
(7,367,961)
(7,367,961)
0
0
(7,367,961)
(7,367,961)
12,711,397
6,316,980
(14,640,340)
4,388,037
18,138,943
6,980,419
(21,474,355)
3,645,007
1,023,750
1,023,750
2,670,498
2,670,498
220,500
(51,000)
169,500
99,252
99,252
2,890,998
1,072,002
0
3,963,000
(1,481,828)
(1,481,828)
0
0
(1,481,828)
(1,481,828)
21,029,941
8,052,421
(22,956,183)
**4,989,501 **

The above Consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

Note: June 22 depreciation expense debited in July 22 resulted in minor adjustment of $7,518 to opening balances in accumulated losses.

7

Sparc Technologies Limited

Consolidated statement of cash flows for the half-year ended 31 December 2022

Note
Cash flows from operating activities
Payments to suppliers and employees
Interest received
R&D Tax Refund
Other Income Received
Net cash (used in) operating activities
Cash flows from investing activities
Payment for intangible assets
Payment for property, plant and equipment
Net cash provided by/ (used in) investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue costs
8
Payment of lease liabilities (principal and interest)
Net cash provided by financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the half-
year
Cash and cash equivalents at the end of the half-year
Consolidated Group
Half-year ended
31 Dec 2022
Half-year
ended
31 Dec 2021
$
$
(2,228,531)
(2,851,719)
-
308
604,525
199,751
15,325
(1,608,680)
(2,651,659)
(19,318)
(13,349)
(99,943)
(103,547)
(119,262)
(116,896)
3,669,498
3,438,400
(210,000)
(168,000)
(61,506)
(60,000)
3,397,992
3,210,400
1,670,050
441,844
2,135,857
2,933,406
3,805,907
3,375,250

The above Consolidated statement of cashflows should be read in conjunction with the accompanying notes.

8

Sparc Technologies Limited

Notes to the Consolidated financial statements for the half-year ended 31 December 2022

Note 1: Reporting entity

Sparc Technologies Limited is a company limited by shares, incorporated and domiciled in Australia. The condensed interim financial report as at and for the half-year ended 31 December 2022 covers the consolidated group of Sparc Technologies Limited and its controlled entities, together referred to as the “Group”. The Group is a for-profit entity.

Note 2: Statement of compliance and basis of preparation

These financial statements for the interim half-year reporting period ended 31 December 2022 are condensed consolidated general purpose financial statements and have been prepared in accordance with requirements from the Corporations Act 2001 and AASB 134: Interim Financial Reporting. The Group is a for-profit entity for financial reporting purposes under AASB 134: Interim Financial Reporting. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with IAS 34 Interim Financial Reporting.

The condensed interim consolidated financial statements (‘the interim financial statements’) of the Group are for the half-year ended 31 December 2022 and are presented in Australian Dollars, which is the functional currency of the Company. They do not include all the information required in the annual financial statements in accordance with Australian Accounting Standards and should be read in conjunction with the consolidated financial statements of the Group for the year ended 30 June 2022 and any public announcements made by the Group during the half-year in accordance with continuous disclosure requirements arising under the Australian Securities Exchange Listing Rules and the Corporations Act 2001.

The interim financial statements have been approved and authorised for issue by the Board of Directors on 27 February 2023

The same accounting policies and methods of computation have been followed in this condensed interim financial report as were applied in the most recent annual financial statements except for the adoption of the new and revised Accounting Standards discussed in subsequent paragraphs.

Going Concern

The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.

As presented in the financial statements, the Group incurred a loss before comprehensive income of $1,481,828 and had net cash outflows from operating activities of $1,608,680 as at 31 December 2022.

The Directors believe it is reasonably foreseeable that the Group will continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report given the ability of the Group to raise additional capital either through an additional placement and/or the exercise of options and the receipt of the 2022 R&D Incentive Payment.

However, there remains a material uncertainty which may cast significant doubt as to whether the Group will continue as a going concern, and therefore 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. The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the entity does not continue as a going concern.

9

Sparc Technologies Limited

Note 3: New and Revised Accounting Standards that are effective for these financial statements.

The Group has adopted all of the new or revised Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’ that are mandatory for the current reporting period.

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

Note 4: Investments accounted for using the equity method.

The gain recorded for the six months ended 31 December 2022 is the Group’s 52% share of Sparc Hydrogen Pty Ltd’s net profit for the same period which is represented by the recognition of Sparc Hydrogen’s research and development rebate lodged during the period.

Note 5: Other income

Other Income
Interest received
Rent
Other
Research & Development Rebate
Employee Benefits comprised of:
Short term employee benefits
Share based expense
Professional and consulting expense comprised of:
Professional and consulting expense
Share based expense
Share based payments
Employee benefits
Consultant expense
31-Dec-22
31-Dec-21
-
309
2,400
4,020
10,400
-
923,313
604,505
936,113
608,834
951,144
906,019
503,502
4,949,652
1,454,646
5,855,671
262,615
102,183
-
145,964
262,615
248,147
503,502
4,949,652
-
145,964
503,502
5,095,616

10

Sparc Technologies Limited

Note 6: Receivables.

Other Debtors
R&D tax incentive refundable
GST Credits
Current tax assets
31-Dec-22
31-Jun-21
441
-
920,778
604,525
-
24,065
921,229+
628,590

Note 7: Movements in shares on issue

Balance at the beginning of half-year
Share placement net of cash issue costs1
Share placement issue costs -capital2
Shares issued for options3,4
Balance end of half-year
31-Dec-22
30-Jun-22
No.
$
No.
$
79,336,793
18,138,942
79,336,793
18,138,942
5,384,616
3,289,999
(619,500)
515,000
220,500
85,236,409
21,029,941
79,336,793
18,138,942
  1. On 9 November 2022 5,384,616 shares were issued to sophisticated and professional investors at a price of $0.65 per share raising $3,500,000 with issue fees of $210,001. In addition, for every 2 shares subscribed, 1 free attaching unlisted option was allocated.

2. On 9 November 2022 1,750,000 options were issued to Canaccord Genuity offering 1 option for every $2 raised in gross proceeds, with an exercise price of $1.00, expiring on 30 November 2024for their services in relation to the placement.

3. On 20 September 2022 300,000 $0.35 options with expiry date 1 June 2024 were converted to 300000 shares

  1. On 10 November 2022 215,000 $0.30 options with expiry date 9 August 2023 were converted to 215,000 shares

Note 8: Share based payment reserve

Share based payment reserve

Option reserve
Performance share reserve
Share based payment reserve at end of half-year
31-Dec-22
30-Jun-22
$
$
7,405,545
6,432,789
646,882
547,630
8,052,427
6,980,419

The Share based payment reserve arises on the grant of share options and performance shares to executives, employees, consultants and advisors and upon issue of share options and performance shares to shareholders or buyers. Amounts are transferred out of the share based payment reserve and into accumulated losses when the share options and performance shares expire or lapse.

Movement in share based payment reserve - options

11

Sparc Technologies Limited

Balance at beginning of half-year
Issue of options to employees1
Issue of shares to consultants and management2
Expense options to consultants3
31-Dec-22
$
6,432,789
404,250
(51,000)
619,500
7,405,539

1 On 18 July 2022 500,000 unlisted options were issued under ESOP to Denis Wright & Nicholas O’Loughlin with fair value price $0.427

The value of the options was determined based on the Black Scholes model using the following assumptions: Dividend yield: nil%

Expected volatility: 109% Risk free interest rate: 1.28% Expected life of options (day): 1444 Exercise price: $0.90 Grant date share price: $0.63 Fair value per option: $0.427

On 19 August 2022 250,000 unlisted options were issued under ESOP to Kristen Kubank with fair value price $0.763

The value of the options was determined based on the Black Scholes model using the following assumptions: Dividend yield: nil%

Expected volatility: 108% Risk free interest rate: 1.81% Expected life of options (day): 1412 Exercise price: $0.90 Grant date share price: $1.03 Fair value per option: $0.763

2 On 20 September 2022 300,000 options with exercise price $0.35 with expiry date 1 June 2024 and n 10 November 2022 215,000 $0.30 options with expiry date 9 August 2023 were converted to 215,000 shares. $51,000 has been transferred from share based payments reserve to contributed equity in relation to these transactions.

3 On 9 November 2022 1,750,000 options were issued as mandate fees to Canaccord Genuity with fair value price $0.354

The value of the options was determined based on the Black Scholes model using the following assumptions: Dividend yield: nil%

Expected volatility: 100% Risk free interest rate: 1% Expected life of options (years): 2.05 Exercise price: $1.00 Grant date share price: $0.75

Fair value per option: $0.354

12

Sparc Technologies Limited

Movement in Share based payment reserve - performance shares

Balance at beginning of half-year
Issue of performance shares to Directors1
Balance at end of year
31-Dec-22
$
547,630
99,252
646,882

1 On 12 November 2020 7,000,000 performance shares were issued to Directors with an exercise price of $nil. The performance shares will convert into ordinary shares on a one-for-one basis upon satisfaction of the following milestones:

  • GTS generating annual operating revenue of at least $3,000,000 from the Graphene Projects or Graphene Technology over an audited financial year; and

  • The company achieving a market capitalisation (based on the Company's VWAP) of $50,000,000 or more.

The value of the performance shares were determined based on the Monte Carlo model using the following assumptions:

  • Dividend yield: nil%

  • Expected volatility: 80%

  • Risk free interest rate: 0.41%

  • Expected life of options (years) 5

  • Exercise price; $nil

  • Grant date share price: $0.20

  • Fair value per performance share: $0.14

The expense relating to these performance shares is being expensed over the expected vesting period of five years.

Performance shares issued by the Company carry no rights to dividends and no voting rights. As at the 31 December 2022 there are 7,000,000 performance shares on issue with nil exercise price. The conversion rights are noted above.

Note 9: Contingent Liabilities

The Group has no contingent liabilities at 31 December 2022.

The Group had no contingent assets at 31 December 2022.

Note 10: Events Occurring After the Reporting Date

The Group has no events occurring after the reporting date

Note 11: Segment Reporting and Change in Business

The Group operates in one business segment, being research and development of new technologies for environmental and biomedical applications. These research and development activities are being conducted in a single geographic segment, being Australia.

Note 12: Commitments

Expenditure commitments

The Group has the following commitments as at 31 December 2022.

13

Sparc Technologies Limited

The Group entered into a Strategic Partnership Agreement (the “SPA”) with the University of Adelaide on 15[th] January 2020 to work together for the purpose of management and potential commercialisation of the TLA. As a result of entering into the TLA as well as other graphene projects, as at 31 December 2021, the Group is committed to provide $500,000 per annum towards the Strategic Partnership with the University of Adelaide in 2022 under a project agreement. Amounts spent under the SPA are considered to contribute to the $500,000 required to be spent under the TLA. The commitment is for a period of fours (4) years until 31 December 2023.

Note 13: Dividends

No dividends were paid or declared during the half-year and no recommendation for payment of dividends has been made.

14

Sparc Technologies Limited

Directors’ declaration

The Directors declare that:

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

  • i. complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001; and

  • ii. giving a true and fair view of the Group’s financial position as at 31 December 2022 and of its performance for the half-year ended on that date.

  • b. 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.

Signed in accordance with a resolution of the Directors.

On behalf of the directors

==> picture [109 x 54] intentionally omitted <==

Stephen Hunt Chairman

Adelaide, 28 February 2023

15

Tel: +61 8 7324 6000 BDO Centre Fax: +61 8 7324 6111 Level 7, 420 King William Street www.bdo.com.au Adelaide SA 5000 GPO Box 2018 Adelaide SA 5001 Australia

==> picture [78 x 30] intentionally omitted <==

INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF SPARC TECHNOLOGIES LIMITED

Report on the Half-Year Financial Report

Conclusion

We have reviewed the half-year financial report of Sparc Technologies Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2022, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the halfyear ended on that date, a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

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

  • (i) Giving a true and fair view of the Group’s financial position as at 31 December 2022 and of its financial performance for the half-year ended on that date; and

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

Basis for conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to the audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 which has been given to the directors of the Company, would be the same terms if given to the directors as at the time of this auditor’s review report.

Material uncertainty relating to going concern

We draw attention to Note 2 in the financial report which describes the events and/or conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. Our conclusion is not modified in respect of this matter.

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

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Responsibility of the directors for the 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 is free from material misstatement, whether due to fraud or error.

Auditor’s responsibility for the review of the financial report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the 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 2022 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.

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

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BDO Audit Pty Ltd

Andrew Tickle Director

Adelaide, 28 February 2023