VYSARN LIMITED — Interim / Quarterly Report 2019

Feb 18, 2019

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VYSARN LIMITED

ABN 41 124 212 175

INTERIM FINANCIAL REPORT for the half-year ended 31 December 2018

The information contained in this condensed report is to be read in conjunction with Vysarn Limited’s 2018 annual report and announcements to the market made by Vysarn Limited.

VYSARN LIMITED ABN 41 124 212 175 INTERIM FINANCIAL REPORT 31 DECEMBER 2018

CONTENTS

Corporate Directory	1
Directors’ Report	2
Auditor’s Independence Declaration	3
Financial Report	4
Directors’ Declaration	12
Independent Auditor’s Review Report	13

CORPORATE DIRECTORY

Directors

Peter Hutchinson Chairman Faldi Ismail Non-Executive Director Nicholas Young Non-Executive Director

Company Secretary Kyla Garic

Registered office

108 Outram Street, West Perth, WA, 6005 Ph: +61 8 9486 7244

Auditor

Pitcher Partners BA&A Pty Ltd Level 11, 12-14 The Esplanade Perth, WA, 6000

Share Registry

Automic Registry Services Level 2, 267 St Georges Terrace Perth, WA, 6000

Bankers National Australia Bank Level 1, 1238 Hay Street West Perth, WA 6005

Securities Exchange Listing

ASX Limited Level 40, Central Park 152-158 St Georges Terrace Perth, WA, 6000 ASX Code – VYS

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VYSARN LIMITED ABN 41 124 212 175 INTERIM FINANCIAL REPORT 31 DECEMBER 2018

DIRECTORS’ REPORT

The Directors present their report, together with the financial statements for the half-year ended 31 December 2018.

Directors

The names and the particulars of the Directors of Vysarn Limited “the Company” during the half year and to the date of this report are:

Name Status Appointed Peter Hutchinson Chairman Appointed 27 October 2017 Faldi Ismail Non-Executive Director Appointed 20 December 2016 Nicholas Young Non-Executive Director Appointed 20 December 2016

Review of operations

During the financial half-year, the principal activities of the Company consisted of the assessment of new opportunities with a view to increasing shareholder value, the reduction of operating costs and the preservation of cash.

Financial Performance

The loss for the six months ended 31 December 2018 was $24,846 (31 December 2017: profit of $212,295).

Working capital, being current assets less current liabilities, was $7,383,126 (30 June 2018: $7,407,972). The Company had negative cash flows from operating activities for the period amounting to $39,217 (31 December 2017: negative cash flow from operating activities $194,032).

Significant changes in the state of affairs

There were no other significant changes in the state of affairs during the financial half-year.

Significant events after the balance sheet date

There is no matter or circumstance that has arisen since 31 December 2018 that has significantly affected, or may significantly affect the Company’s operations, the results of those operations, or the Company’s state of affairs in future financial years.

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 one thousand dollars, or in certain cases, to the nearest dollar.

Auditor independence

The auditor’s independence declaration is included on page 3 of the financial report.

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

On behalf of the Directors

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Peter Hutchinson Chairman

Dated 19 February 2019

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AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS OF VYSARN LIMITED

In relation to the independent auditor’s review for the half-year ended 31 December 2018, to the best of my knowledge and belief there have been:

(i) no contraventions of the auditor independence requirements of the Corporations Act 2001 ; and

(ii) no contraventions of APES 110 Code of Ethics for Professional Accountants .

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PITCHER PARTNERS BA&A PTY LTD

PAUL MULLIGAN Executive Director Perth, 19 February 2019

Pitcher Partners is an association of independent firms Adelaide | Brisbane | Melbourne | Newcastle | Perth | Sydney An Independent member of Baker Tilly International

Pitcher Partners BA&A Pty Ltd An independent Western Australian Company ABN 76 601 361 095 L evel 11, 12-14 The Esplanade, Perth WA 6000 Registered Audit Company Number 467435 Liability limited by a scheme approved under Professional Standards Legislation

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VYSARN LIMITED ABN 41 124 212 175 INTERIM FINANCIAL REPORT 31 DECEMBER 2018

CONDENSED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2018

Note Revenue Other income 3 Accounting and company secretarial Administration expenses Audit expenses Corporate consulting expense Employee benefit expense Insurance expenses Legal fees Loss on the sale of assets Other expenses (Loss)/profit before income tax Income tax expense (Loss)/profit after income tax expense (Loss)/profit after income tax expense for the half-year attributable to the owners of Vysarn Limited Other comprehensive income: Items that may be reclassified subsequently to profit or loss Foreign currency translation Realised gain on sale of available-for-sale financial assets, net of tax Other comprehensive income for the half-year, net of tax Total comprehensive (loss)/income for the half-year attributable to the owners of Vysarn Limited Basic and diluted earnings per share for (loss)/profit attributable to the owners of Vysarn Limited	31 December 2018 31 December 2017 $ $ 87,341 29,166 - 406,958 (26,073) (47,544) (16,669) (24,680) (10,450) (9,500) (25,190) (19,000) - (48,000) (7,772) (10,952) (19,871) (36,947) - (17,672) (6,162) (9,534)
	(24,846) 212,295
	- -
	(24,846) 212,295
	(24,846) 212,295 - (15,366) - (63,538)
	- (78,904)
	(24,846) 133,391
	(0.02) 0.16

The condensed statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

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ABN 41 124 212 175 INTERIM FINANCIAL REPORT 31 DECEMBER 2018

VYSARN LIMITED

CONDENSED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2018

Note CURRENT ASSETS Cash and cash equivalents 4 Trade and other receivables 5 Other assets 6 TOTAL CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade Creditors 7 Other Payables 7 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS SHAREHOLDERS’ EQUITY Issued capital 8 Accumulated losses SHAREHOLDERS’ EQUITY	31 December 2018 30 June 2018 $ $ 7,372,334 7,411,551 14,382 18,839 15,045 9,068
	7,401,761 7,439,458
	7,401,761 7,439,458
	8,155 3,977 10,480 27,509
	18,635 31,486
	18,635 31,486
	7,383,126 7,407,972
	29,912,298 29,912,298 (22,529,172) (22,504,326) 7,383,126 7,407,972

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

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ABN 41 124 212 175

VYSARN LIMITED

INTERIM FINANCIAL REPORT 31 DECEMBER 2018

CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2018

Balance at 1 July 2017 Profit for the period Other comprehensive loss Total comprehensive loss for the period Balance at 31 December 2017 Balance at 1 July 2018 Loss for the period Other comprehensive income Total comprehensive loss for the period Balance at 31 December 2018	Issued Capital Reserves Accumulated Losses Total $ $ $ $ 29,912,298 150,366 (22,800,884) 7,261,780 - - 212,295 212,295 - (78,904) - (78,904)
	- (78,904) 212,295 133,391
	29,912,298 71,462 (22,588,589) 7,395,171
	29,912,298 - (22,504,326) 7,407,972 - - (24,846) (24,846) - - - -
	- - (24,846) (24,846) 29,912,298 - (22,529,172) 7,383,126

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

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VYSARN LIMITED

ABN 41 124 212 175

INTERIM FINANCIAL REPORT 31 DECEMBER 2018

CONDENSED STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 31 DECEMBER 2018

CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees (inclusive of GST) Interest received Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Payments for disposal of asset Proceeds from sale of equity investments Net cash from investing activities Net (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period 4 Cash and cash equivalents at 31 December 4	31 December 2018 31 December 2017 $ $ (130,725) (223,764) 91,508 29,732
	(39,217) (194,032)
	- (15,000) - 142,109
	- 127,109
	(39,217) (66,923) 7,411,551 6,925,160 7,372,334 6,858,237

The condensed statement of cash flow should be read in conjunction with the accompanying notes.

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VYSARN LIMITED ABN 41 124 212 175 INTERIM FINANCIAL REPORT 31 DECEMBER 2018

CONDENSED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2018

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Statement of compliance

The half-year financial statements are general purpose financial statements prepared in accordance with the requirements of the Corporations Act 2001 , applicable accounting standards including AASB 134: Interim Financial Reporting, Accounting Interpretation and other authoritative pronouncements of the Australian Accounting Standard Board (‘AASB’). Compliance with AASB 134 ensures compliance with IAS 34 ‘Interim Financial Reporting’.

The interim financial report was issued by the Board of Directors on 19 February 2019 by the Directors of Vysarn Limited “the Company”.

This interim financial report does not include the full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of the Company as in the full financial report.

It is recommended that this interim financial report is read in conjunction with the annual financial report for the year ended 30 June 2018 and any public announcements made by Vysarn Limited during and since the end of the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001 and the ASX Listing Rules.

b) Basis of preparation

The condensed interim financial statements have been prepared on an accruals basis and are based on historical costs modified, the comparatives include Alreco Pty Ltd, MHM Corporation USA LLC and Goldstock East Africa Limited ( former subsidiaries ). During the year ended 30 June 2018, the parent disposed of its 100% interest in the subsidiaries, no remaining interest in the entities were held by any member of the consolidated entity subsequent to disposal of the parents 100% interest. Hence, there are no consolidated accounts for the half year interim reporting period ended 31 December 2018. The company is domiciled in Australia and all amounts are presented in Australian dollars, unless otherwise noted.

The Accounting policies adopted in the preparation of this interim financial report are consistent with those followed in preparation of the Group’s annual consolidated financial statements for the year ended 30 June 2018, except for the adoption of new standards and interpretation effective as of 1 July 2018 applied retrospectively. The adoption of these Standards and Interpretations has had no material impact.

New Accounting Standards

The following Australian Accounting Standards have been issued or amended and are applicable to the half year financial statements of the Company:

AASB No.	Title	Application for annual reporting periods beginning
AASB 9	Financial Instruments	1 January 2018
AASB 15	Revenues from Contracts with Customers	1 January 2018

AASB 9 ‘Financial Instruments’

AASB 9 supersedes pronouncement AASB 139 ‘Financial Instruments: Recognition and Measurement’ and was adopted by the Company effective 1 July 2018. The standard brings together all three aspects of the accounting for financial instruments: classification and measurement, impairment; and hedge accounting. With the exception of hedge accounting, the Company has applied AASB 9 retrospectively, with the initial application date of 1 July 2018, as mentioned above. The Company does not currently apply hedge accounting.

As at the date of initial application, and following assessment by management, the effect of adopting AASB 9 did not have material impact on the transactions and balances recognised in the financial statements.

The Company’s accounting policies for financial instruments from 1 July 2018 are as follows:

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VYSARN LIMITED ABN 41 124 212 175 INTERIM FINANCIAL REPORT 31 DECEMBER 2018

CONDENSED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2018

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

AASB 9 ‘Financial Instruments’

Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit and loss.

The classification of financial instruments at initial recognition depends on the financial asset’s contractual cashflow characteristics and the Company’s business model for managing them. With the exception of the Company’s trade receivables that do not contain a significant financing component, the Company initially measures the financial asset at its fair value plus, in the case of a financial asset not at fair value through profit and loss, transaction costs.

Financial liabilities are classified, at initial recognition, as financial liabilities through fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company’s financial liabilities include trade creditors and other payables.

AASB 15 ‘Revenue from Contracts with Customers’

AASB 15 supersedes AASB 111 Construction Contracts, AASB 118 Revenue and related interpretations and it applies with limited exceptions, to all revenue arising from contracts with its customers.

AASB 15 requires the Company to exercise judgement, taking into account all the relevant facts and circumstances when applying each step of the model to contracts with customers. At the initial date of application (1 July 2018), the effect of adopting AASB 15 did not have a material impact on the transactions and balances recognised in the financial statements. The Company’s accounting policy for revenue and other income from 1 July 2018 is as follows:

Revenue is measured at the fair value of the consideration received or receivable after taking into account any discounts and rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is recognised as interest revenue. There is no change to the accounting policy for interest as set out in the 30 June 2018 financial report.

The Company has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.

NOTE 2: OPERATING SEGMENTS

Segment Information

Identification of reportable segments

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

The operating segments were previously identified by management based on the nature of activities. The Company’s previous operations ceased year ended 30 June 2017. Accordingly, the financial information presented to the chief operating decision makers is consistent with that presented in the statement of profit and loss and other comprehensive income, statement of financial position and statement of cash flows.

NOTE 3: OTHER INCOME

31 December 2018 31 December 2017

R&D tax incentive refunds	$ $ - 406,958
	- 406,958

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VYSARN LIMITED

ABN 41 124 212 175 INTERIM FINANCIAL REPORT 31 DECEMBER 2018

CONDENSED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2018

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||||||
|---|---|---|---|---|
|NOTE 4: CURRENT ASSETS – CASH AND CASH EQUIVALENTS|31 December 2018|30 June 2018|
|$|$|
|Cash at bank|7,372,334|7,411,551|
|7,372,334|7,411,551|
|NOTE 5: CURRENT ASSETS – TRADE AND OTHER RECEIVABLES|31 December 2018|30 June 2018|
|$|$|
|GST receivable|-|291|
|Interest receivable|14,382|18,548|
|14,382|18,839|
|NOTE 6: CURRENT ASSETS – OTHER ASSETS|31 December 2018|30 June 2018|
|$|$|
|Prepayment|15,045|9,068|
|15,045|9,068|
|NOTE 7: CURRENT LIABILITIES – TRADE AND OTHER PAYABLES|31 December 2018|30 June 2018|
|$|$|
|Trade payables|8,155|3,977|
|Other payables|10,480|27,509|
|18,635|31,486|
|NOTE 8: ISSUED CAPITAL|31 December|31 December|
|30 June 2018|30 June 2018|
|2018|2018|
|Number|Number|$|$|
|Ordinary shares - fully paid|136,228,616|136,228,616|29,912,298|29,912,298|
|136,228,616|136,228,616|29,912,298|29,912,298|

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There are no movement in the issued capital of the Company for the half year period ending 31 December 2018 and previous financial year.

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

NOTE 9: CONTINGENT LIABILITIES AND COMMITMENTS

There are no other contingent liabilities as at 31 December 2018 (30 June 2018: Nil).

NOTE 10: FAIR VALUES

The fair value of financial assets and financial liabilities of the Company approximated their carrying amount.

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ABN 41 124 212 175 INTERIM FINANCIAL REPORT 31 DECEMBER 2018

VYSARN LIMITED

CONDENSED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2018

NOTE 11: RELATED PARTY TRANSACTIONS

Purchase from related parties are made on terms equivalent to those that prevail in arm’s length transactions. The Company acquired the following services from an entity associated with Mr Nicolas Young:

	2018	2017
	$	$
Payment for goods and services:
Payment for services to Onyx Corporate Pty Ltd	19,250		-

Onyx Corporate Pty Ltd, an entity associated with Mr. Nicholas Young, received payment of $19,250 in relation to accounting and company secretarial services provided to the Company for the 6-month period. The amount payable to Onyx Corporate Ltd at 31 December 2018 is $3,850 (2017: Nil).

NOTE 12: EVENTS SUBSEQUENT TO REPORTING DATE

No matter or circumstance has arisen since 31 December 2018 that has significantly affected, or may significantly affect the Company’s operations, the results of those operations, or the Company’s state of affairs in future financial years.

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VYSARN LIMITED

ABN 41 124 212 175 INTERIM FINANCIAL REPORT 31 DECEMBER 2018

DIRECTORS’ DECLARATION

In the opinion of the Directors of Vysarn Limited

1. The financial statements and notes, as set out on pages 4-11 are in accordance with the Corporations Act 2001, including:

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

3. (ii) complying with Australian Accounting Standard AASB 134 Interim Financial Reporting.

4. There are reasonable ground to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors by:

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Peter Hutchinson Chairman

Dated 19 February 2019

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VYSARN LIMITED ABN 41 124 212 175

INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF VYSARN LIMITED

We have reviewed the accompanying half-year financial report of Vysarn Limited ”the Company”, which comprises the condensed statement of financial position as at 31 December 2018, the condensed statement of profit or loss and other comprehensive income, condensed statement of changes in equity and condensed statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

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 Company’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.

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

Pitcher Partners is an association of independent firms Adelaide | Brisbane | Melbourne | Newcastle | Perth | Sydney An Independent member of Baker Tilly International

Pitcher Partners BA&A Pty Ltd An independent Western Australian Company ABN 76 601 361 095 L evel 11, 12-14 The Esplanade, Perth WA 6000 Registered Audit Company Number 467435 Liability limited by a scheme approved under Professional Standards Legislation

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VYSARN LIMITED ABN 41 124 212 175

INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF VYSARN LIMITED

Conclusion

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 the Company is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Company’s financial position as at 31 December 2018 and of its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001 .

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PITCHER PARTNERS BA&A PTY LTD

PAUL MULLIGAN Executive Director Perth, 19 February 2019

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