SSH GROUP LIMITED (FORMERLY JACKA RESOURCES LIMITED)

ABN: 79 140 110 130

INTERIM FINANCIAL REPORT

FOR THE HALF-YEAR ENDED 31 DECEMBER 2020

CORPORATE DIRECTORY

Bevan Tarratt Non-Executive Director 110 Stirling Highway

Matthew Foy

Bentleys Audit & Corporate (WA) Pty Ltd Perth WA 6000 Level 3, London House Telephone: +61 8 9226 2011 216 St Georges Terrace Facsimile: +61 8 9226 2099

Directors Share Registry

Bruce Lane Chairman Advanced Share Registry Services Matthew Foy Non-Executive Director Nedlands WA 6009 Telephone: +61 8 9389 8033 Company Secretary Facsimile: +61 8 9262 3723

Registered and Principal Office

Auditor Level 1, 89 St Georges Terrace Perth WA 6000 Email: [email protected] Web: https://www.jackaresources.com.au

Corporate Directory	2
Directors' Report	3
Auditor's Independence Declaration	7
Condensed Consolidated statement of Profit or Loss and Other Comprehensive Income	8
Condensed Consolidated statement of Financial Position	9
Condensed Consolidated statement of Changes in Equity	10
Condensed Consolidated statement of Cash Flows	11
Notes to and forming part of the Condensed Consolidated Financial Statements	12
Directors' Declaration	18
Independent Auditor's Report	19

Your Directors submit the financial report of SSH Group Limited (the Company) and its controlled entities (together, the Consolidated Entity) for the six-month period ended 31 December 2020.

DIRECTORS

The Directors who held office during or since the end of the period are:

Bruce Lane	Chairman (Appointed 8 December 2020)
Bevan Tarratt	Non-Executive Director
Matthew Foy	Non-Executive Director (Appointed 8 December 2020)
Max Cozijn	Chairman (Resigned 8 December 2020)
Neil Fearis	Non-Executive Director (Resigned 8 December 2020)

PRINCIPAL ACTIVITIES

The principal activities of the Group during the period was to execute a binding terms sheet agreement to acquire 100% of the shares and or units of the entities which constitute the businesses known as Site Services Holdings Pty Ltd (SSH Group). Contemporaneously with the execution of the binding terms sheet the Company is in the process of preparing for listing on ASX and raising \$6,250,000 via an initial public offer (IPO).

DIVIDENDS

No dividends have been declared, provided for or paid in respect of the half-year ended 31 December 2020 (31 December 2019: Nil).

FINANCIAL SUMMARY

The Group made a net profit after tax of \$12,976 for the financial half-year ended 31 December 2020 (31 December 2019: loss \$241,748). At 31 December 2020, the Group had net liabilities of \$476,556 (30 June 2020: (\$489,531)) and cash assets of \$138,985 (30 June 2020: \$264,513).

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

The significant changes in the state of affairs of the Consolidated Entity during the financial period and to the date of this report are set out in the review of operations below.

REVIEW OF OPERATIONS

During the Period on 21 September 2020 the Company was removed from the official list of ASX following a two-year period of suspension on ASX. Removal from the officialist list following ASX's policy set out in section 3.4 of ASX Listing Rules Guidance Note 33 Removal of Entities from the ASX Official List.

Binding Terms Sheet to Acquire Site Services Holdings Pty Ltd

On 1 October 2020 the Company executed a binding terms sheet to acquire 100% of the shares and or units in the entities that comprise the Site Services Holdings Pty Ltd business (SSH Group).

SSH Group is a multi-serviced based company, spanning across an array of industry sectors, from infrastructure and resource projects to commercial, government and defence. SSH Group is a recognised sector leader as a safety and workforce solutions provider, servicing some of Australia's largest infrastructure assets through their entire operational lifecycle. SSH Group is currently a Western Australian focused business with significant near-term high growth opportunities both within WA and throughout Australia. Refer to the SSH Group website for further details (http://siteservicesholdings.com.au/).

In consideration for the acquisition of 100% of the entities comprising SSH Group the Company will issue a total of 20,250,000 fully paid ordinary shares (on a post consolidation basis) in the Company to the vendors of SSH Group. The acquisition of the SSH Group is conditional upon the following conditions precedent:

1. The Company completing its due diligence enquiries to its sole satisfaction;
1. The Company completing a consolidation of its issued capital on the basis of every 1,000 ordinary shares being consolidated into 1 ordinary shares;
1. Existing convertible noteholders in the Company agreeing to varying the terms of the Convertible Notes such that they convert at a 20% discount to the price at which the Company will undertake the IPO;
1. The Company obtaining any necessary consents or approvals as required by its constitution, the Corporations Act and the Listing Rules;
1. SSH Group obtaining any necessary consents or waivers from third parties that may be required as a results of the change in control of the or the SSH entities resulting from the acquisition;
1. The Company receiving commitments for the IPO capital raising of not less than \$5,000,000 at an issue price of not less than \$0.20;
1. SSH Group procuring a release of all security interests granted to third parties, other than as agreed by the Company;
1. Mr Daniel Cowley-Cooper and Stefan Finney being employed on terms formally agreed between the parties at the time of executing the definitive agreements; and
1. The Company being satisfied that SSH Group has 100% ownership of 100% of its key business assets.

Odewayne Block, Somaliland

(5% buy in right)

Jacka retains an option to acquire a 5% participating interest in the Odewayne Block. That option can be exercised on the earlier of (1) the proposing of a second well under the Production Sharing Contract (PSC), or (2) the parties entering into the Fifth Period of the PSC.

There were no substantial oil and gas production and development activities at Odewayne during the period.

Changes in Licence Interests:

There were no changes to licence interests during the period.

Joint venture participants as at 31 December 2020: none.

CORPORATE

Convertible Note Facility Extension

As announced on 20 December 2019, the Company completed an issue of a \$520,000 unsecured convertible note facility (Convertible Notes) (refer Note 6).

In order to complete the acquisition of SSH Group, the Company determined it will require a further \$305,000 of new equity funding to be raised as IPO Seed Capital (Seed Raising). In order to undertake the Seed Raising the Company was

required to vary the terms of the Convertible Notes such that the noteholders agree the Company can proceed with the acquisition, including the IPO and the Seed Raising, and that the Convertible Note is not repayable from the proceeds of the Seed Raising or the IPO.

Accordingly the Company entered into variation agreement with the holders of the Convertible notes vary the following material terms:

1. Varying the maturity date of the Convertible Notes to 30 September 2021; and
1. Upon the Company receiving a conditional listing letter from the ASX in respect of the IPO prior to the Maturity Date, the Company will fully satisfy its obligation to repay the Convertible Notes by issuing shares in the Company to the noteholders at a conversion price equivalent to a 20% discount to the offer price pursuant to the IPO.

Board & Management Changes

On 8 December 2020 the Company appointed Mr Bruce Lane and Mr Matthew Foy as Directors of the Company.

Mr Lane has held leadership roles with a number of ASX listed companies and significant blue-chip companies in Europe and Australasia. He has experience in a range of industries including resources, consumer & industrial products and venture capital. Mr Lane has successfully managed the acquisition of new assets for a number of ASX listed companies and numerous private & public capital raisings including Initial Public Offerings, mergers and Reverse Take Overs, via the ASX.

Matthew is a professional Company Secretary and Director with over 14 years experience facilitating Public Company compliance with core strengths in the ASX Listing Rules, operational and governance disciplines.

Comensurate with the Director appointments, Mr Max Cozjin and Mr Neil Fearis resigned as Directors of the Company. In addition, Matthew Foy replaced Mr Stephen Brockhurst as Company Secretary following his resignation.

2020 Annual General Meeting

Subsequent to the end of the Period on 28 January 2021, the Company held its 2020 Annual General Meeting where the following resolutions were carried:

1. Adoption of Remuneration Report.
1. Re-election of Bevan Tarratt as a Director.
1. Re-election of Bruce Lane as a Director.
1. Re-election of Matthew Foy as a Director.
1. Adoption of Replacement Constitution.
1. Approval of share consolidation.

Change to registered address

During the period, the Group changed its registered address to Level 1, 89 St Georges Terrace, Perth WA 6000.

EVENTS SUBSEQUENT TO PERIOD END

Site Services Holdings Group -Transaction Summary

Jacka Resources Ltd has executed a binding terms sheet agreement to acquire 100% of the entities which constitute the businesses known as Site Services Holdings (SSH). Completion of the acquisition of SSH will occur upon the Initial Public Offer (IPO) of Jacka on ASX including a capital raising of \$6.25 million.

SSH is a multi-serviced based company, spanning across an array of industry sectors, from infrastructure and resource projects to commercial, government and defence. SSH is a recognised leader as a safety and workforce solutions provider, servicing some of Australia's largest infrastructure assets through their entire operational lifecycle. SSH is currently a Western Australian focused business with significant near-term high growth options both within WA and throughout Australia.

Completion of Seed Capital Raising

Subsequent to the Period on 19 February 2021 the Company advised it had completed its pre-IPO Capital Raising having raised \$305,000 by way of issuing 4,066,666,532 pre-consolidated ordinary shares at \$0.000075 per share together with a 2-for-1 attaching option exercisable at \$0.25 (on a post consolidation basis) expiring 18 February 2024 (Capital Raising).

Proceeds of the Capital Raising will be used to meet expenses related to the planned ASX IPO, the acquisition of Site Services Holdings (http://siteservicesholdings.com.au/) and for working capital purposes. The Capital Raising was made to professional and sophisticated investors pursuant to section 708(8) of the Corporations Act 2001 Cth.

Name Change

Subsequent to the Period on 19 February 2021 the Company confirmed its name had changed to "SSH Group Limited" and the new ASX code upon listing is proposed to be "SSH".

There are no other matters or circumstances that have arisen since the end of the period which will significantly affect, or may significantly affect, the state of affairs or operations of the Consolidated Entity in future financial periods.

Consolidation of Issued Capital

Subsequent to the Period in February 2021 the Company completed a consolidation of its issued capital on the basis that every one thousand (1,000) ordinary shares be consolidated into one (1) ordinary share. Following completion of the consolidation the issued capital of the Company is as follows:

4,834,399 ordinary fully paid shares;
173,522 options exercisable at \$6.00 expiring 30/06/2021; and
8,133,322 options exercisable at \$0.25 expiring 18/02/2024.

AUDITOR'S DECLARATION OF INDEPENDENCE

The auditor's independence declaration for the period ended 31 December 2020 has been received and is included within the financial statements.

Signed in accordance with a resolution of the directors

BRUCE LANE Chairman

Perth 06 April 2021

To The Board of Directors

Auditor's Independence Declaration under Section 307C of the Corporations Act 2001

As lead audit partner for the review of the financial statements of SSH Group Limited for the half year ended 31 December 2020, I declare that to the best of my knowledge and belief, there have been no contraventions of:

the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
any applicable code of professional conduct in relation to the review.

Yours faithfully

Chartered Accountants Partner

BENTLEYS MARK DELAURENTIS CA

Dated at Perth this 6th day of April 2021

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the half-year ended 31 December 2020

		31 December 2020	31 December 2019
	Notes	\$	\$

Revenue
Interest income		-	-

Expenses
Administrative expenses	1	(125,865)	(230,568)
Finance costs	1	138,840	(11,180)

Profit/(Loss) before income tax benefit		12,975	(241,748)

Income tax expense		-	-

Profit/(Loss) after income tax expense for the period		12,975	(241,748)
attributable to the owners of the Group

Other comprehensive income
Other comprehensive income for the period, net of tax		-	-

Total comprehensive income for half-year attributable to owners		12,975	(241,748)
of Jacka Resources Limited

Basic and diluted loss per share (cents per share)		(0.00)	(0.03)

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2020

		31 December 2020	30 June 2020
	Notes	\$	\$

Current Assets
Cash and cash equivalents	3	138,985	264,513
Trade and other receivables	4	9,503	5,328
Total Current Assets		148,488	269,841

Total Assets		148,488	269,841

Current Liabilities
Trade and other payables	5	100,895	96,383
Borrowings	6	524,149	662,989
Total Current Liabilities		625,044	759,372

Total Liabilities		625,044	759,372

Net Assets		(476,556)	(489,531)

Equity
Issued capital	8	48,761,633	48,761,633
Reserves		625,442	625,442
Accumulated losses		(49,863,631)	(49,876,606)

Total Equity		(476,556)	(489,531)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the half-year ended 31 December 2020

	Issued Capital \$	Option Reserve \$	Accumulated Losses \$	Total \$
Balance at 1 July 2019	48,761,633	654,482	(49,225,173)	190,942
Loss for the period	-	-	(241,748)	(241,748)
Other comprehensive income	-	-	-	-
Total comprehensive loss for the period	-	-	(241,748)	(241,748)
Balance at 31 December 2019	48,761,633	654,482	(49,466,921)	(50,806)
Balance at 1 July 2020	48,761,633	625,442	(49,876,606)	(489,531)
Profit for the period	-	-	12,975	12,975
Other comprehensive income	-	-	-	-
Total comprehensive loss for the period	-	-	12,975	12,975

Balance at 31 December 2020	48,761,633	625,442	(49,863,631)	(476,556)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the half-year ended 31 December 2020

Notes	31 December 2020 \$	31 December 2019 \$
Cash flows from operating activities
Payments to suppliers and employees	(125,528)	(243,440)
Payment for new project evaluation	-	(14,909)
Net cash used in operating activities	(125,528)	(258,349)

Cash flows from investing activities
Proceeds from sale of investments	-	-
Net cash provided by investing activities	-	-

Cash flows from financing activities
Proceeds from borrowings	-	475,000
Net cash provided by financing activities	-	475,000

Net increase / (decrease) in cash held	(125,528)	216,651
Cash at beginning of the financial period	264,513	291,191
Foreign currency effect on Cash and cash equivalents	-	3,905
Cash and cash equivalents at end of the financial period 3	138,985	511,747

For the half-year ended 31 December 2020

1 EXPENDITURE

		31 December 2020	31 December 2019
	Notes	\$	\$
Administrative expense
Compliance Costs		24,670	20,148
Consultants and advisory		73,844	70,940
Director costs		76,489	120,818
Other expenses		3,148	18,662
Reversal of provision (1)		(52,286)	-
Total administrative expense		125,865	230,568

Finance costs
Fair value adjustment – issue of share capital		127,046	9,467
Fair value adjustment - extinguishment	6	(260,000)	-
Facility fee		24,172	-
Interest expense		35,891	1,713
Interest expense - extinguished	6	(65,949)	-
Total finance costs		(138,840)	11,180

1 During the prior periods included within the payables was an amount provided for regarding operations in Somaliland. Following a review of the likelihood of payment, management have reassessed the amount should no longer be provided for, as a result the liabilities previously recognised have been reversed and recognised in the Statement of Profit or Loss.

2 OPERATING SEGMENTS

Management has determined that the Group has one reportable segment, being exploration activities in Africa. During the prior year the group had two reportable segments being exploratipon activites in Australia and Africa. This determination is based on the internal reports that are reviewed and used by the Board (chief operating decision maker) in assessing performance and determining the allocation of resources. As the Group is focused on exploration, the Board monitors the Group based on actual versus budgeted exploration expenditure incurred by area of interest. This internal reporting framework is the most relevant to assist the Board with making decisions regarding the Group and its ongoing exploration activities, while also taking into consideration the results of exploration work that has been performed to date.

During the current half year the Group maintains its option to acquire a 5% interests in the Odewayne Block. That option can be exercised on the earlier of (1) the proposing of a second well under the Production Sharing Contract (PSC), or (2) the parties entering into the Fifth Period of the PSC. No work was completed by the Group on the Odewayne Block during the half year.

For the half-year ended 31 December 2020

3 CASH AND CASH EQUIVALENTS

	31 December 2020 \$	30 June 2020 \$
Cash at bank	138,985	264,513

4 TRADE AND OTHER RECEIVABLES

	31 December 2020 \$	30 June 2020 \$
Trade receivables	8,667	4,954
Prepayments	836	374
	9,503	5,328

The Group has no impairments to other receivables or have receivables that are past due but not impaired.

Due to the short-term nature of the current receivables, their carrying amount is assumed to be the same as their fair value.

5 TRADE AND OTHER PAYABLES

Trade and other payables are normally settled within 30 days from receipt of notice. All amounts recognised a trade and other payables, but not yet invoiced, are expected to settle within 12 months.

The carrying value of trade and other payables are assumed to be the same as their fair value, due to their short-term nature.

	31 December 2020 \$	30 June 2020 \$
Trade payables	100,895	79,383
Sundry payable and accruals	-	17,000
	100,895	96,383

6 BORROWINGS

	31 December 2020 \$	30 June 2020 \$
Convertible notes	394,149	402,989
Embedded derivative	130,000	260,000
	524,149	662,989

Convertible notes – issued March 2017

On 20 December 2019, the Group issued short term convertible loan facilities for \$520,000, with a small number of sophisticated investors to provide working capital.

The convertible loans were a fixed in Australian-dollar and are carried at fair value through profit or loss.

For the half-year ended 31 December 2020

6 BORROWINGS (continued)

The parent entity issued 520,000 convertible notes, at an interest rate of 12.00% with a fair value of \$1 per convertible note. The notes convert into ordinary shares of the Company, at the option of the Company on completion of a recomplaince. The notes convert at the conversion price, being a 50% discount to the capital raising undertaken in connection with the re-complaince. Costs associated with the convertible notes were recognised as transaction costs to the loan account and amortised over the life of the convertible notes.

On 23 December 2020, the Company renegotiated the loans. The renegotiation of the convertible note was deemed an extinguishment of the former convertible note.

The 520,000 convertible notes, now carried no interest with a fair value of \$1 per convertible note. The notes convert into ordinary shares of the Company, at the option of the Company on successful IPO. The notes convert at the conversion price, being a 20% discount to the capital raising undertaken in connection with the IPO. Costs associated with the convertible notes were recognised as transaction costs to the loan account and amortised over the life of the convertible notes.

A reconciliation of the convertible notes are as follows:

	31 December 2020 \$	30 June 2020 \$
Convertible Notes issued March 2017
Face value of the notes issued	520,000	520,000
Fair value adjustment – issue of share capital (1)	260,000	137,103
Fair value adjustment - extinguished	(260,000)	-
Interest payable	65,949	30,057
Interest expense - extinguished	(65,949)	-
Facility fees recognised	51,138	26,966
Facility fee paid	(51,138)	(51,138)
	520,000	662,988

1 The fair value adjustment represents the discount to the right issue price recognised over the life of the loans.

	31 December 2020 \$
Convertible Notes issued December 2020
Face value of the notes extinguished	520,000
Embedded derivative	(130,000)
Fair value adjustment – issue of share capital (1)	4,149
	394,149

1 The fair value adjustment represents the discount to the right issue price recognised over the life of the loans.

Certain convertible notes issued by the Group, which include embedded derivatives (option to convert to a variable number of shares in the Group), are recognised as financial liabilities at fair value through profit or loss. On initial recognition, the fair value of the convertible note will equate to the proceeds received and subsequently the liability is measured at fair value at each reporting period until settlement. The fair value movements are recognised in the profit or loss as finance costs.

For the half-year ended 31 December 2020

7 FAIR VALUES OF FINANCIAL INSTRUMENTS

This note provides an update on the judgements and estimates made by the Group in determining the fair values of the financial instruments since the last annual financial report.

Fair value hierarchy

To provide an indication about the reliability of the inputs used in determining fair value, the Group classifies its financial instruments into the three levels prescribed under the accounting standards. At 31 December 2020 and 30 June 2020, no such assets or liabilities were recorded at fair value.

There were no transfers between levels during the period. The Group's policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

The fair value of financial assets and liabilities held by the Group must be estimated for recognition, measurement and/or disclosure purposes. The Group measures fair values by level, per the following fair value measurement hierarchy:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Group's policy is to recognise transfers into and out of fair value hierarchy levels as at the end of the reporting period.

Valuation techniques used to determine fair values

The Group did not have any financial instruments that are recognised in the financial statements where their carrying value differed from the fair value. The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The carrying amounts of cash and short-term trade and other receivables, trade payables and other current liabilities approximate their fair values largely due to the short-term maturities of these payments.

8 ISSUED CAPITAL

	31 December	30 June	31 December	30 June
	2020	2020	2020	2020
	number	number	\$	\$
Fully paid	768,108,972	768,108,972	48,761,633	48,761,633

There has been no movement in issued capital during the half year.

9 RESERVES

There have been no changes to reserves since the last annual reporting date, 30 June 2020.

10 DIVIDENDS

No dividends have been declared or paid for the half-year ended 31 December 2020 (31 December 2019: nil).

11 CONTINGENCIES

There have been no changes to contingent assets or liabilities since the last annual reporting date, 30 June 2020.

For the half-year ended 31 December 2020

12 COMMITMENTS

There have been no changes to commitments since the last annual reporting date, 30 June 2020.

13 RELATED PARTY TRANSACTIONS

Transactions with related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. There have been no changes to related party transactions since the last annual reporting date, 30 June 2020.

14 EVENTS SUBSEQUENT TO REPORTING DATE

Subsequent to the end of the period: