Biotron Limited Annual Report 2018

FY2018 Annual Report · Biotron Limited

Loading PDF…

Annual Report
2018

BIOTRON LIMITED
ABN 60 086 399 144

Contents

Operating and Financial Review ......................................................................................................... 1

Corporate Governance Statement ....................................................................................................5

Directors’ Report ..........................................................................................................................................6

Lead Auditor’s Independence Declaration ................................................................................16

Statement of Profit or Loss and Other Comprehensive Income ...............................17

Statement of Financial Position ......................................................................................................18

Statement of Changes in Equity ......................................................................................................19

Statement of Cash Flows .................................................................................................................... 20

Notes to the Financial Statements ................................................................................................21

Directors’ Declaration ............................................................................................................................ 38

Independent Auditor’s Report .......................................................................................................... 39

Additional Stock Exchange Information ....................................................................................44

Corporate Directory .................................................................................................................................48

Operating and Financial Review

REVIEW OF OPERATIONS

Executive Summary

Biotron’s strategy is to systematically grow the value
of the Company and work towards a commercial
outcome for shareholders. This is best achieved by
the demonstration of positive data from clinical trials
and other supporting studies. Focus has been on
the planned, step-wise clinical development of the
Company’s lead antiviral drug, BIT225.

Data from completed studies have demonstrated
that BIT225 has activity (the antiviral effectiveness)
against both HIV-1 and Hepatitis C virus (HCV).

During the financial year under review, primary
focus has been on the HIV-1 clinical program. A key
Phase 2 clinical trial of BIT225 for HIV-1, designed
to demonstrate a clear clinical benefit for BIT225
over and above that provided by current anti-HIV
drugs, continued throughout the second half of 2017.
Since the completion of the clinical phase of the trial
in late 2017, focus has been on implementing and
completing detailed post-trial analyses, which are
currently in progress.

In addition, there has been progression of the
Company’s early stage programs with additional
screening of the Company’s proprietary compound
library against additional viral targets

The Company is now fully focused on achieving
commercial transaction(s) for the Company’s
portfolio of antiviral programs.

A summary of significant events
achieved in the financial year
includes:

• Completion of enrolment of

subjects into the Phase 2 human
clinical trial (BIT225-009)
of BIT225 in HIV-1 infected
individuals.

• Several Biotron compounds
showed significant antiviral
activity against Hepatitis B virus
(HBV) in cell culture assays.

•

The Company received an R&D
Tax Incentive refund of $1.6
million for the 2016/17 financial
year.

• Successful completion of an
underwritten renounceable
rights issue, raising $1.4 million
after costs.

• Showcasing the Company to
the international investment
community at various events in
the USA, China and Australia.

Biotron Ltd Annual Report 2018

1
1

Operating and Financial Review

Clinical Programs

Biotron is focused on development of new drugs for
serious viral diseases with unmet medical need and
large, worldwide markets. The Company specialises
in the design and development of a first-in-class
portfolio of drugs that have the potential to treat a
broad range of diseases.

The clinical programs, which
include studies in HIV-1, HCV
and HIV-1/HCV co-infected
populations, have shown
encouraging efficacy and
safety results in clinical studies
completed to date.

BIT225 is in mid-stage clinical development.
Compared to other anti-HIV-1 drugs, BIT225 has a
different mechanism of action and targets reservoirs
of the virus. These long-lived pools of virus persist
despite conventional drug treatment and are never
completely eliminated. The reservoirs act as ‘burning
embers’, producing low levels of virus that cause
chronic disease in people infected with HIV-1 through
constant activation of the body’s immune system.
These factors mandate life-long treatment using
currently available drugs.

Eradication of HIV-1 is a current focus of scientists,
clinicians and the pharmaceutical industry and is an
area where BIT225 has potential. For patients to be
cured of their infection, all HIV-infected cells need
to be eliminated. The cells that Biotron’s approach
target make up one of several key reservoirs, and it is
anticipated that a combination approach with current
and other new HIV drugs that target different reservoirs
would be required to eradicate HIV from patients.

Despite advances in HIV-1 treatments, the virus
continues to be a major global health issue. An
estimated 36.7 million people are living with
HIV-1; less than one third are receiving antiretroviral
treatment (ART). In the USA, approximately 1.1
million people are infected, with 1 in 7 unaware of
their infection status. Sales of drugs to treat HIV-1
in major markets (USA and Europe) are US$12 billion
per annum. To date, eradication, or cure, of HIV-1
infections remains elusive, with only one person
worldwide ever documented to have been cured of
their infection.

Biotron has built a detailed data package on its
HIV-1 program, including results from a clinical
trial (BIT225-004) in patients which showed that
BIT225 targets and reduces levels of HIV-1 residing
in long-lived monocyte/macrophage reservoirs.
These reservoirs exist even in patients undergoing
treatment with current antiretroviral drugs and are
responsible for ongoing cycles of reseeding HIV-1
infection.

The BIT225-004 study also indicated that BIT225
may reduce immune activation. Immune activation is
responsible for a number of ongoing health issues in
these patients. New treatment strategies are needed
to prevent development of associated disorders
that include accelerated aging and neurological
dysfunction.

During this current financial year, the Company has
continued with its key Phase 2 trial (BIT225-009) of
BIT225 for HIV-1 infection. The trial is a
Phase 2, multi-centre, randomised, placebo-
controlled, double-blind study of Biotron’s lead
molecule, BIT225, and Combination Antiretroviral
Therapy (cART): Atripla® in patients with Human
Immunodeficiency Virus (HIV-1) infection. HIV-1-
infected patients had not previously been on anti-
HIV-1 treatment (i.e. treatment naïve) and were
commencing a cART regimen (approved anti- HIV-1
drugs). Patients received cART in addition to 12
weeks with BIT225 or placebo.

Biotron Ltd Annual Report 2018

Operating and Financial Review

The objectives of the trial are to assess:

Non-Clinical Programs

•

Impact of BIT225 in combination with cART on
plasma and intracellular HIV-1 virus levels, and

Impact of BIT225 on HIV-1-induced immune
activation.

In July 2017, the Company announced that the
BIT225-009 clinical trial was fully recruited, with all
36 subjects successfully enrolled into the study. The
subjects completed treatment with BIT225 or placebo
in November 2017, and then continued to receive
standard anti-HIV-1 drugs. Samples continued to
be collected from subjects for three months post-
treatment, as per the trial protocol, until early 2018.

Post-trial analyses of samples taken throughout the
trial and follow-up period are in progress. This work
is being done by a third party that has developed the
assay and is completely independent from Biotron.
The group has indicated that there have been
some delays due to other commitments and that
the Biotron results are now expected by the end of
September 2018. The samples and the results of the
analyses remain blinded until this work is complete.

In parallel, analyses have been continuing to assess
the impact of BIT225 on HIV-1-induced immune
activation. Data from this key component of the
trial have been compiled, and are being reviewed
by an independent, internationally renowned HIV
immunologist based in Europe. It is expected that
this review will be available at the same time as the
results from the virology assay.

The purpose of this clinical trial is to demonstrate
that the addition of BIT225 to current anti-HIV-1
drug treatments results in an additional, measurable
benefit to patients. This is the key outcome that
needs to be demonstrated to potential commercial
partners.

While the Company’s key focus and major business
development activities are on achieving a commercial
outcome for its HIV-1 program in worldwide markets,
including the USA and Europe, it continues to seek
suitable partners for other programs including HCV.
The outlook for treatment of HCV is particularly
strong in emerging markets such as China, where
an estimated 30 million people or more are infected
with the virus. The Company remains committed to
identifying suitable partners and executing a China
commercialisation strategy.

In addition to its potential as a new class of anti-
HIV-1 and anti-HCV drug, BIT225 is an important
asset as it demonstrates the robustness of Biotron’s
approach to antiviral drug development and that
the Company can generate good drugs with activity
against a new class of viral protein targets.

BIT225 is only one of the Company’s compounds.
Biotron’s proprietary compound library is a rich
source of potential hits against other viruses.
Screening against other viruses continues with
hits from this screening acting as starting points
for further chemistry to generate compounds with
increased potency against specific viruses.

Positive data from on-going antiviral screening are
important as they demonstrate the additional depth
beyond BIT225 of Biotron’s library of compounds and
approach to developing drugs that target serious
viral diseases. This demonstration of Biotron’s
core expertise and validation of its assets is key to
attracting a commercial partner for Biotron’s entire
platform.

During the current financial year, several of the
Company’s compounds demonstrated significant
anti-viral activity against Hepatitis B virus (HBV).
The studies were completed in the USA in cell culture
models that are considered ‘industry standard’ and
are well recognised by potential pharma and biotech
partners. The World Health Organisation estimates
that 257 million people are infected with HBV and
that up to 900,000 die every year from the disease
for which there is no cure. Estimates by GBI Research
indicate that the market for HBV drugs is expected to
reach US$3.5 billion by 2021.

The HBV therapeutic space is currently very active
within the pharmaceutical and biotech industry,
with significant investor interest in the search for
and development of effective HBV treatments. While
Biotron’s work on its HBV compounds is preclinical,
the data from these recent studies further validate
Biotron’s approach to antiviral drug development
and may provide the Company with an early stage
development opportunity with an appropriate partner.

The Company remains focused on achieving a
commercial outcome for its antiviral programs in
worldwide markets, including the USA, Europe and
China. The major focus is on partnering the HIV-1
program. Meetings have been held with potential
partners throughout the period under review, and
further meetings are anticipated once the Company
has data from the current HIV-1 clinical trial in hand.

Biotron Ltd Annual Report 2018

Operating and Financial Review

Patents

Biotron continues to progress patents related to
its antiviral programs through the international
patenting process. The Company recognises that the
key to establishment of partnerships is the expansion
and continued strengthening of Biotron’s intellectual

property portfolio. Strong, defensible, international
patents are essential to attract partners and to
ensure a competitive advantage for the Company’s
products in the marketplace.

TITLE

STATUS

WO0021538

Granted in Australia

Method of modulating ion
channel functional activity

Priority – 12 October 1998

WO04112687

Antiviral compounds and
methods

Priority – 26 June 2003

WO06135978

Antiviral compounds and
methods

Priority – 24 June 2005

Granted in Australia, Canada, China, India, Japan, Korea, New Zealand,
Singapore and South Africa

Under examination elsewhere (Brazil, Europe, Hong Kong, and USA)

Granted in Austria, Australia, Belgium, Canada, Switzerland,
China, Germany, Denmark, Spain, Finland, France, United Kingdom,
Hong Kong, Ireland, Italy, Japan, Korea, Luxembourg, Monaco, The
Netherlands, New Zealand, Poland, Portugal, Sweden, Singapore,
Turkey, South Africa and USA

Under examination elsewhere (Brazil, India)

WO2009/018609

Hepatitis C antiviral compounds
and methods

Priority – 3 August 2007

Granted in Austria, Australia, Belgium, Switzerland, Canada, China,
Germany, Denmark, Spain, Finland, France, United Kingdom,
Hong Kong, Ireland, Italy, Japan, Korea, Luxembourg, Monaco, The
Netherlands, New Zealand, Poland, Portugal, Sweden, Singapore,
Turkey and South Africa

Under examination in elsewhere (Brazil, India, and USA)

Biotron Ltd Annual Report 2018

Operating and Financial Review

Corporate

In November 2017, the Company received an R&D Tax Incentive rebate of $1.6 million for the 2016/17 financial
year. The R&D Tax Incentive is an Australian Government program under which companies receive cash refunds
for 43.5% of eligible expenditure on research and development.

The cash refund results from expenditure on Biotron’s antiviral drug development programs. It is an important
source of funds for the Company’s ongoing research and development activities.

In the second half of the financial year in review, the Company completed a capital raising by way of an
underwritten renounceable rights issue, raising $1.4 million after costs. The funds will be used to support the
Company’s ongoing activities described above, including expansion of testing of Biotron compounds against
specific viral diseases of interest to potential partners, and importantly, ongoing commercial activities. Thank
you to everyone who participated; your ongoing support is appreciated.

On behalf of the Board we would like to thank the Biotron staff for their commitment and dedication during the
year. Biotron is poised to achieve the outcome that we have all been working towards – demonstration that
its systematic approach to antiviral drug development can result in significant clinical benefit to patients and
generate value for our shareholders.

We look forward to the next year with confidence.

Michael J. Hoy
Chairman

Michelle Miller
Managing Director

CORPORATE GOVERNANCE STATEMENT

The Board is committed to maintaining the highest standards of Corporate Governance. Corporate Governance
is about having a set of core values and behaviours that underpin the Company’s activities and ensure
transparency, fair dealing and protection of the interests of stakeholders. The Company has reviewed its
corporate governance practices against the Corporate Governance Principles and Recommendations (3rd
edition) published by the ASX Corporate Governance Council.

The 2018 Corporate Governance Statement, dated as at and approved by the Board on 3 August 2018, reflects
the corporate governance practices throughout the 2018 financial year. A description of the Company’s current
corporate governance practices is set out in the Company’s corporate governance statement which can be
viewed at http://www.biotron.com.au/corporate-governance.

Biotron Ltd Annual Report 2018

Directors’ Report

DIRECTORS

The names and particulars of the directors of the
Company at any time during or since the end of the
financial year are:

Mr Michael J. Hoy

Dr Susan M. Pond AM, MD DSc, FTSE FAHMS

Independent and Non-Executive Chairman

Independent and Non-Executive Director

Mr Hoy has more than 30 years’ corporate experience
in Australia, the United Kingdom, USA and Asia. He is
Chairman of Lipotek Pty Limited and a former director
of John Fairfax Holdings Limited, FXF Trust Limited
and Telesso Technologies Limited.

Mr Hoy has been a director since 7 February 2000 and
Chairman since 16 March 2000.

Dr Michelle Miller, BSc, MSc, PhD, GCertAppFin
(Finsia)

Managing Director

Dr Miller has worked for over 20 years in the
bioscience industry, with extensive experience in
commercial development of early to mid-stage
technologies. She completed her PhD in the Faculty
of Medicine at Sydney University investigating
molecular models of cancer development. Her
experience includes several years at Johnson &
Johnson developing anti-HIV gene therapeutics
through preclinical research to clinical trials.
She has finance industry experience from time
spent as an Investment Manager with a specialist
bioscience venture capital fund.

Dr Miller was appointed as Managing Director on 21
June 2002.

Dr Pond has a strong scientific and commercial
background having held executive positions in the
biotechnology and pharmaceutical industry for 12
years, most recently as chairman and managing
director of Johnson & Johnson Research Pty Limited
(2003 - 2009). Most recently, she was Director of the
University of Sydney Nano Institute from February
2017 - April 2018. She has held many previous
board positions including as executive director of
Johnson & Johnson Pty Limited, non-executive
director and chairman of AusBiotech Limited,
director of the Australian Nuclear Science and
Technology Organisation and Australian Academy of
Technological Sciences and Engineering (ATSE) and
board member of Commercialisation Australia and
Innovation Australia.

Dr Pond is currently on the boards of the Wound
Management Innovation Cooperative Research
Centre and Vectus Biosystems Ltd. She is a Fellow
of the Australian Institute of Company Directors, the
Academy of Technological Sciences & Engineering &
the Academy of Health and Medical Sciences.

Dr Pond holds a first class honours degree in Bachelor
of Medicine and Surgery from the University of Sydney
and a Doctor of Medicine degree from the University
of New South Wales. She obtained specialist
clinical credentials in internal medicine, clinical
pharmacology and clinical toxicology and held
academic appointments at the University of
California, San Francisco and the University of
Queensland before joining the industry.

Dr Pond was appointed as a director on 7 March
2012.

Biotron Ltd Annual Report 2018

Dr Denis N. Wade

Mr Robert B. Thomas BEc, MSDIA, SF Fin, FICD

Independent and Non-Executive Director

Directors’ Report

Dr Wade has been involved for over 40 years with the
development of research based pharmaceuticals
and medical devices in both industry and academia.
He has been a director of several private and public
companies in the healthcare sector, including
Heartware Limited and subsequently Heartware
International Inc., since December 2004. He
was a director and chairman of Gene Shears Pty
Limited and, from 1987 until his retirement in
2002, was managing director and chairman of
Johnson & Johnson Research Pty Ltd, a research
and development company of Johnson & Johnson
Inc. He was also a member of the J&J Corporate
Office of Science and Technology. Prior to that,
Dr Wade was the Foundation Professor of Clinical
Pharmacology at the University of New South Wales
and served as a member of a number of state and
federal bodies related to the drug industry, including
the P3 Committee.

He is a former chairman of the Australian Academy
National Committee for Pharmacology, the
Australasian Society for Clinical and Experimental
Pharmacology and Toxicology and a former chairman
of the Clinical Pharmacology Section of the
International Union of Pharmacology.

Dr Wade holds a first class honours degree in
Medicine and Science from the University of Sydney
and a Doctorate of Philosophy from the University of
Oxford. He was awarded an Honorary Doctorate of
Science by the University of New South Wales and is a
Fellow of the Royal Australasian College of Physicians
and of the Australian Academy of Technological
Sciences and Engineering. In 1999 he was made a
Member of the Order of Australia.

Dr Wade was appointed as a director on 30 April 2010
and ceased to be a director on 20 November 2017.

Mr Thomas has over 35 years’ experience in the
securities industry, with Potter Partners (now UBS),
County NatWest and Citigroup.

He is the chairman of Starpharma Holdings Limited.
He is a director of Aus Bio Limited and REVA Medical
Limited and a former director of Virgin Australia
Limited. He chairs Grahger Retail Securities Pty Ltd and
is a director of O’Connell Street Associates Pty Limited.

Mr Thomas has a Bachelor of Economics degree from
Monash University (1963 - 1966). He has been a
member of the Securities Institute of Australia since
1976 and was appointed as a Fellow to the Institute
in 1997. He is a Master Stockbroker and is a Fellow
of he Institute of Company Directors.

Mr Thomas was appointed as a director on
7 March 2012.

Mr Peter J. Nightingale

Company Secretary

Mr Nightingale graduated with a Bachelor of
Economics degree from the University of Sydney and
is a member of the Institute of Chartered Accountants
in Australia. He has worked as a chartered accountant
in both Australia and the USA.

As a director or company secretary Mr Nightingale
has, for more than 25 years, been responsible for
the financial control, administration, secretarial and
in-house legal functions of a number of private and
public listed companies in Australia, the USA and
Europe including Bolnisi Gold N.L., Callabonna Uranium
Limited, Cockatoo Coal Limited, Mogul Mining N.L.,
Pangea Resources Limited, Perseverance Corporation
Limited, Sumatra Copper & Gold plc, Timberline
Minerals, Inc. and Valdora Minerals N.L. Mr Nightingale
is currently a director of ASX listed Collerina Cobalt
Limited, Planet Gas Limited, Nickel Mines Limited and
unlisted public company Prospech Limited.

Mr Nightingale has been Company Secretary since
23 February 1999.

Biotron Ltd Annual Report 2018

Directors’ Report

DIRECTORS’ MEETINGS

The number of directors’ meetings held and number of meetings attended by each of the directors of the
Company, while they were a director, during the year are:

Director

Michael J. Hoy

Michelle Miller

Susan M. Pond

Robert B. Thomas

Denis N. Wade

Directors’ Meetings

No. of Eligible Meetings to Attend

No. of Meetings Attended

DIRECTORS’ INTERESTS

At the date of this report, the beneficial interests of each director of the Company in the issued share capital
of the Company and options, each exercisable to acquire one fully paid ordinary share of the Company are:

Directors

Fully Paid
Ordinary Shares

Options

Option Terms
(Exercise Price and Term)

Michael J. Hoy

7,789,828

1,557,965

$0.05 at any time up to 12 December 2019

Michelle Miller

953,125

190,625

$0.05 at any time up to 12 December 2019

1,246,372

$0.06 at any time up to 30 November 2018

512,500

$0.06 at any time up to 30 November 2018

2,000,000

$0.15 at any time up to 30 November 2018

3,000,000

$0.18 at any time up to 30 November 2018

Susan M. Pond

545,246

109,049

$0.05 at any time up to 12 December 2019

87,239

$0.06 at any time up to 30 November 2018

Robert B. Thomas

8,000,000

1,100,000

$0.05 at any time up to 12 December 2019

1,004,793

$0.06 at any time up to 30 November 2018

There were no options over unissued ordinary shares granted as compensation to directors or executives
of the Company during 2018 and 2017 financial years.

UNISSUED SHARES UNDER OPTION

At the date of this report, unissued ordinary shares of the Company under option are:

Number of Shares

Exercise Price

2,000,0001

3,000,0001

78,429,130

116,082,801

$0.15

$0.18

$0.06

$0.05

Expiry Date

30 November 2018

12 December 2019

1 All options expire on the earlier of their expiry date or termination of the employee’s employment provided the
exercise period has been reached. In the event that the employment of the option holder is terminated, any options
which have not reached their exercise period will lapse and any options which have reached their exercise period may

Biotron Ltd Annual Report 2018

Directors’ Report

be exercised within three months of the date of termination of employment. Any options not exercised within this
three month period will lapse. The persons entitled to exercise the options do not have, by virtue of the options, the
right to participate in a share issue of the Company or any other body corporate.

SHARES ISSUED ON EXERCISE OF OPTIONS

During or since the end of the financial year, the Company issued ordinary shares as a result of the exercise
of options as follows (there are no amounts unpaid on the shares issued):

Number of Shares

30,833

PRINCIPAL ACTIVITIES

Amount paid on each share

$0.06

The principal activities of the Company during the financial year were the funding and management of
intermediate and applied biotechnology research and development projects.

FINANCIAL RESULT AND REVIEW OF OPERATIONS

The operating loss of the Company for the financial year after income tax was $1,593,645 (2017 - $3,093,405 loss).

A review of the Company’s operations for the year is set out in the Operating and Financial Review.

IMPACT OF LEGISLATION AND OTHER EXTERNAL REQUIREMENTS

There were no changes in environmental or other legislative requirements during the year that have significantly
impacted the results or operations of the Company.

DIVIDENDS

The directors recommend that no dividend be paid by the Company. No dividend has been paid or declared since
the end of the previous financial year.

STATE OF AFFAIRS

In the opinion of the directors, there were no significant changes in the state of affairs of the Company that
occurred during the year ended 30 June 2018.

ENVIRONMENTAL REGULATIONS

The Company’s operations are not subject to significant environmental regulations under Commonwealth or
State legislation in relation to its research projects.

EVENTS SUBSEQUENT TO BALANCE DATE

There has not arisen in the interval between the end of the financial year and the date of this report any item,
transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to
affect significantly the operations of the Company, the results of those operations, or the state of affairs of the
Company in future financial years.

LIKELY DEVELOPMENTS

During the year ended 30 June 2018, the Company continued to fund and manage its research and development
projects. The success of these research projects, which cannot be assessed on the same fundamentals as
trading and manufacturing enterprises, will determine future likely developments.

INDEMNIFICATION OF OFFICERS AND AUDITORS

During or since the end of the financial year, the Company has not indemnified or made a relevant agreement
to indemnify an officer or auditor of the Company against a liability incurred by such an officer or auditor. In
addition, the Company has not paid or agreed to pay, a premium in respect of a contract insuring against a
liability incurred by an officer or auditor.

Biotron Ltd Annual Report 2018

Directors’ Report

REMUNERATION REPORT - AUDITED

Principles of compensation - Audited

Key management personnel have authority and responsibility for planning, directing and controlling the activities
of the Company. Key management personnel comprise the directors of the Company and the Company Secretary.
No other employees have been deemed to be key management personnel.

The policy of remuneration of directors and senior executives is to ensure the remuneration package properly
reflects the person’s duties and responsibilities, and that remuneration is competitive in attracting, retaining
and motivating people of the highest quality. The Board is responsible for reviewing its own performance.
The non-executive directors are responsible for evaluating the performance of the executive directors who,
in turn, evaluate the performance of all other senior executives. The evaluation process is intended to assess
the Company’s business performance, whether long term strategic objectives are being achieved and the
achievement of individual performance objectives.

Remuneration generally comprises salary and superannuation. Longer term incentives are able to be provided
through the Company’s Incentive Option Plan which acts to align the directors and senior executives’ actions
with the interests of the shareholders. The vesting conditions of options issued under the plan are based on a
minimum service periods being achieved.

In the event that the employment or office of the option holder is terminated, any options which have not
reached their exercise period will lapse and any options which have reached their exercise period may be
exercised within three months of the date of termination of employment. Any options not exercised within this
three month period will lapse. The remuneration disclosed below represents the cost to the Company for the
services provided under these arrangements.

No directors or senior executives receive performance related remuneration.

The number of options that had vested as at 30 June 2018 is 5,000,000. No options were granted as
remuneration during the year.

There were no remuneration consultants used by the Company during the year ended 30 June 2018 or in the
prior year.

Consequences of performance on shareholder wealth - Audited

In considering the Company’s performance and benefits for shareholders wealth, the Board have regard to the
following indices in respect of the current financial year and the previous four financial years.

2018

2017

2016

2015

2014

Net loss attributable to equity
holders of the Company

$1,593,645

$3,093,405

$3,004,303

$2,723,221

$3,085,814

Dividends paid

Change in share price

(0.1) cents

(4.0) cents

(7.0) cents

3.0 cents

2.0 cents

The overall level of key management personnel’s compensation is assessed on the basis of market conditions,
status of the Company’s projects, and financial performance of the Company.

Biotron Ltd Annual Report 2018

Directors’ Report

Details of remuneration for the year ended 30 June 2018 - Audited

Details of director and senior executive remuneration and the nature and amount of each major element of the
remuneration of each director of the Company, and other key management personnel of the Company are set out
below:

Year

Primary
Fees
$

Superannuation
$

Share Based
Payments
- Options
$

Other
Long Term
$

Value of
Options
as a % of
Remuneration

Total
$

Directors

Non-executive
Michael J. Hoy
(Chairman)

Susan M. Pond

Robert B. Thomas

Denis N. Wade*

Executive

2018
2017

68,807
68,807

36,697
36,697

15,290
36,697

6,537
6,537

3,486
3,486

1,453
3,486

-
-

75,344
75,344

40,183
40,183

16,743
40,183

Michelle Miller
(Managing Director)

2018
2017

300,000
302,548

28,500
28,500

10,134
31,521

5,525
5,525

344,159
368,094

Executives

Peter J. Nightingale
(Company Secretary)

2018
2017

75,000
75,000

-
-

75,000
75,000

-
-

3%
9%

-
-

*resigned as a director on 20 November 2017.

No bonuses were paid during the financial year and no performance based components of remuneration exist.
The Company employed no other key management personnel.

Biotron Ltd Annual Report 2018

Directors’ Report

Options granted as compensation - Audited

Details of options granted as compensation to each key management person:

Director

Grant Date

Number of
Options Granted

Fair Value
at Grant Date

Option Terms
(Exercise Price and Term)

Michelle Miller

25 November 2015

1,000,000

$17,900

Michelle Miller

25 November 2015

1,000,000

$17,900

Michelle Miller

25 November 2015

3,000,000

$48,900

$0.15 at any time to
30 November 2018

$0.15 at any time from
30 November 2016 up to
30 November 2018

$0.18 at any time from
30 November 2017 up to
30 November 2018

The fair value of the options at grant date was determined based on Black- Scholes formula. The model inputs of
the options issued, were the Company’s share price of $0.046 at the grant date, a volatility factor of 100% based
on historic share price performance, a risk free rate of 2.11% based on the 10 year government bond rate and no
dividends paid.

No options were granted during the 2018 and 2017 financial years. The number of options that vested as at
30 June 2018 is 5,000,000 (2017 - 2,000,000). No options lapsed during 2018 and 2017 financial years.

Modification of terms of equity-settled share-based payment transactions - Audited
No terms of equity-settled share-based payment transactions (including options granted as compensation to
a key management person) have been altered or modified by the Company during the 2018 financial year.

Exercise of options granted as compensation - Audited
There were no shares issued on the exercise of options previously granted as compensation during the 2018 and
2017 financial years.

Analysis of options and rights over equity instruments granted as compensation - Audited
All options refer to options over ordinary shares of Biotron Limited, which are exercisable on a one-for-one basis.

Options granted

Director

Number

Date

% vested
at year end

% forfeited
at year end

Financial year in
which grant vests

Michelle Miller

1,000,000

25 November 2015

1,000,000

25 November 2015

3,000,000

25 November 2015

100%

1 July 2015

1 July 2016

1 July 2017

The number of options that had vested as at 30 June 2018 is 5,000,000 (2017 - 2,000,000). No options were
granted subsequent to year end.

Biotron Ltd Annual Report 2018

Directors’ Report

Analysis of movements in options - Audited

Director

Michelle Miller

Granted in the year

Valuation of options
exercised in the year

Lapsed in the year

Options and rights over equity instruments - Audited

The movement during the reporting period in the number of options over ordinary shares in the Company held
directly, indirectly or beneficially, by each key management person, including their personally related entities,
is as follows:

Option holdings 2018 - Audited

Held at
1 July 2017

Granted/
Purchased i

Exercised

Expired

Held at
30 June
2018

Vested and
exercisable
at 30 June 2018

Directors

Michael J. Hoy

1,246,372

1,557,965

Michelle Miller

5,512,500

Susan M. Pond

87,239

190,625

109,049

Robert B. Thomas

1,004,793

1,100,000

Denis N. Wade*

409,269

Executives

Peter J. Nightingale

2,804,337

5,703,125

196,288

2,104,793

409,269

i Purchased as part of the pro-rata renounceable rights issue to shareholders.
* at the date of resignation.

Loans to key management personal and their related parties - Audited
There were no loans made to key management personnel or their related parties during the 2018 and 2017
financial years and no amounts were outstanding at 30 June 2018 (2017 - $nil).

Other transactions with key management personnel - Audited
The following key management person holds a position in another entity that results in them having control or
joint control over the financial or operating policies of that entity, and this entity transacted with the Company
during the year as follows:

∫

During the year ended 30 June 2018, Peter J. Nightingale had a controlling interest in an entity, MIS
Corporate Pty Limited, which provided full administrative services, including rental accommodation,
administrative staff, services and supplies, to the Company. Fees paid to MIS Corporate Pty Limited during
the year amounted to $144,000 (2017 - $144,000). There were no outstanding amounts at 30 June 2018
(2017 - $nil).

Biotron Ltd Annual Report 2018

Directors’ Report

Movements in shares - Audited
The movement during the reporting period in the number of ordinary shares in the Company held directly,
indirectly or beneficially, by each key management person, including their personally-related entities, is as
follows:

Fully paid ordinary shareholdings and transactions 2018 - Audited

Held at
1 July 2017

Purchased

Received on
exercise of
options

Sold

Held at
30 June 2018

Directors

Michael J. Hoy

Michelle Miller

Susan M. Pond

6,231,863

1,557,965

762,500

436,197

190,625

109,049

Robert B. Thomas

6,755,929

1,244,071

Denis N. Wade*

2,046,348

Executives

Peter J. Nightingale

5,760,416

* at the date of resignation.

7,789,828

953,125

545,246

8,000,000

2,046,348

5,760,416

Service contracts - Audited
In accordance with best practice corporate governance, the Company provided each key management personnel
with a letter detailing the terms of appointment, including their remuneration.

Non-executive directors - Audited
Total compensation for all non-executive directors is determined by the Board based on market conditions.

Non-audit Services
During the year KPMG, the Company’s auditor, performed no other services in addition to their statutory duties.

A copy of the auditors’ independence declaration as required under Section 307C of the Corporations Act 2001 is
included in the Directors’ Report.

Details of the amounts paid and accrued to the auditor of the Company, KPMG, and its related practices for audit
and non-audit services provided during the year are set out below.

Statutory audit

Audit and review of financial reports - KPMG

49,950

46,850

2018
$

2017
$

Biotron Ltd Annual Report 2018

Directors’ Report

LEAD AUDITOR’S INDEPENDENCE DECLARATION

The Lead Auditor’s Independence Declaration is set out on page 16 and forms part of the Directors’ Report
for the year ended 30 June 2018.

This report has been signed in accordance with a resolution of the directors and is dated 29 August 2018:

Michael J. Hoy
Chairman

Michelle Miller
Managing Director

Biotron Ltd Annual Report 2018

Lead Auditor’s Independence Declaration

KPMG, an Australian partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG
International Cooperative (“KPMG International”) a Swiss entity

Liability
Professional Standards Legislation.

limited by a scheme approved under

Biotron Ltd Annual Report 2018

KPMG, an Australian partnership and a member firm of the KPMG

network of independent member firms affiliated with KPMG

International Cooperative (“KPMG International”) a Swiss entity

Liability

limited by a scheme approved under

Professional Standards Legislation.

Statement of Profit or Loss and Other Comprehensive Income
For The Year Ended 30 June 2018

Continuing operations

Other income

Administration and consultants’ expenses

Depreciation

Employee and director expenses

Direct research and development expenses

Rent and outgoings expenses

Travel expenses

Other expenses from ordinary activities

Operating loss before financing income

Interest income

Net financing income

Notes

2018
$

2017
$

1,622,584

1,659,479

(275,674)

(241,960)

(11,642)

(13,074)

(817,458)

(826,501)

(1,692,656)

(3,155,423)

(77,604)

(106,549)

(251,230)

(76,849)

(82,507)

(386,216)

(1,610,229)

(3,123,051)

16,584

29,646

Loss before tax

(1,593,645)

(3,093,405)

Income tax expense

Loss for the year

Other comprehensive income

(1,593,645)

(3,093,405)

Total comprehensive loss for the year

(1,593,645)

(3,093,405)

Basic and diluted loss per share (cents)

(0.40) cents

(0.93) cents

The above Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.

Biotron Ltd Annual Report 2018

Statement of Financial Position
As At 30 June 2018

Current assets

Cash and cash equivalents

Other assets

Total current assets

Non-current assets

Plant and equipment

Total non-current assets

Total assets

Current liabilities

Trade and other payables

Employee entitlements

Total current liabilities

Total liabilities

Net assets

Equity

Issued capital

Reserves

Accumulated losses

Total equity

Notes

2018
$

2017
$

1,543,002

1,987,384

58,354

42,730

1,601,356

2,030,114

17,854

29,496

1,619,210

2,059,610

160,778

176,924

337,702

367,671

251,839

619,510

1,281,508

1,440,100

41,439,162

40,325,345

599,655

278,419

(40,757,309)

(39,163,664)

1,281,508

1,440,100

The above Statement of Financial Position should be read in conjunction with the accompanying notes.

Biotron Ltd Annual Report 2018

Statement of Changes in Equity
For The Year Ended 30 June 2018

Attributable to equity holders of the Company Notes

Issued
Capital
$

Option
Reserves
$

Accumulated
Losses
$

Total
$

Balance at 1 July 2016

39,163,122

860,729

(36,886,884)

3,136,967

Total comprehensive income for the year

Loss for the year

Other comprehensive income

Total comprehensive loss for the year

Transactions with owners, recorded directly
in equity

Contribution by and distribution to owners

Ordinary shares/options issued

Cost of shares issued

Share based payment

Transfer of expired options

Exercise of options

(3,093,405)

1,374,145

203,996

(213,124)

31,521

(816,625)

816,625

1,202

(1,202)

1,578,141

(213,124)

31,521

Balance at 30 June 2017

40,325,345

278,419

(39,163,664)

1,440,100

Balance at 1 July 2017

40,325,345

278,419

(39,163,664)

1,440,100

Total comprehensive income for the year

Loss for the year

Other comprehensive income

Total comprehensive loss for the year

Transactions with owners, recorded
directly in equity

Contribution by and distribution to owners

Ordinary shares/options issued

Cost of shares issued

Share based payment

Transfer of expired options

Exercise of options

(1,593,645)

1,365,967

311,182

(252,230)

10,134

(80)

1,677,149

(252,230)

10,134

Balance at 30 June 2018

41,439,162

599,655

(40,757,309)

1,281,508

The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Biotron Ltd Annual Report 2018

Statement of Cash Flows
For The Year Ended 30 June 2018

Cash flows from operating activities

Cash receipts in the course of operations

Payments for research and development

Cash payments in the course of operations

Interest received

Notes

2018
$

2017
$

1,622,584

1,659,479

(1,863,780)

(2,977,402)

(1,617,399)

(1,545,220)

16,584

29,646

Net cash used in operating activities

(1,842,011)

(2,833,497)

Cash flows from investing activities

Rental bond

Payments for plant and equipment

Net cash used in investing activities

Cash flows from financing activities

Proceeds from issue of shares and options

Cost of issue of shares and options

Net cash from financing activities

Net increase/(decrease) in cash held

Cash and cash equivalents at 1 July

Effect of exchange rate adjustments on cash held

(6,412)

(5,495)

(11,907)

1,653,149

1,578,141

(255,528)

(163,615)

1,397,621

1,414,526

(444,389)

(1,430,878)

1,987,384

3,418,453

(191)

Cash and cash equivalents at 30 June

1,543,002

1,987,384

The above Statement of Cash Flows should be read in conjunction with the accompanying notes.

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

1. REPORTING ENTITY

Biotron Limited (the ‘Company’) is a company domiciled in Australia. The address of the Company’s registered office
is at Level 2, 66 Hunter Street, Sydney, NSW 2000. The Company is a for-profit entity and is primarily engaged in the
funding and management of intermediate and applied biotechnology research and development projects.

2. BASIS OF PREPARATION

a. Statement of compliance
These financial statements are general purpose financial statements which have been prepared in accordance
with Australian Accounting Standards (‘AASBs’) adopted by the Australian Accounting Standards Board (‘AASB’)
and the Corporations Act 2001. The financial statements of the Company also comply with International
Financial Reporting Standards (‘IFRSs’) adopted by the International Accounting Standards Board (‘IASB’).

The financial report was authorised for issue by the directors on 29 August 2018.

b. Basis of measurement
The financial statements have been prepared on the historical cost basis, unless otherwise stated.

c. Functional and presentation currency
These financial statements are presented in Australian dollars, which is the Company’s functional currency.

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

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and in any future periods affected.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying
accounting policies that have the most significant effect on the amounts recognised in the financial statements
are described in the following notes:

∫ Note 9 – Unrecognised deferred tax asset
∫ Note 2(e) – Going concern

e. Going concern
The financial statements have been prepared on a going concern basis which contemplates the realisation of
assets and settlement of liabilities in the ordinary course of business.

The Company has incurred a trading loss of $1,593,645 for the year ended 30 June 2018 and has accumulated
losses of $40,757,309 at 30 June 2018. The Company has cash on hand of $1,543,002 at 30 June 2018 and
used $1,842,011 of cash in operations for the year ended 30 June 2018. These conditions give rise to a material
uncertainty that may cast significant doubt upon the Company’s ability to continue as a going concern. The
ongoing operation of the Company is dependent on:

∫
∫

the Company raising additional funding from shareholders or other parties; and/or
the Company reducing expenditure in line with available funding.

The directors have prepared cash flow projections that support the ability of the Company to continue as a
going concern. These cash flow projections assume the Company obtains sufficient additional funding from
shareholders or other parties. If such funding is not achieved, the Company plans to reduce expenditures
significantly.

In the event that the Company does not obtain additional funding and/or reduce expenditure in line with
available funding, it may not be able to continue its operations as a going concern and therefore may not
be able to realise its assets and extinguish its liabilities in the ordinary course of operations and at the
amounts stated in the financial statements.

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

3. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all periods presented in these financial
statements, and have been applied consistently by the Company.

a. Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or
less.

b. Trade and other receivables
Trade and other receivables are stated at their amortised cost less impairment losses.

c. Property, plant and equipment
Property plant and equipment are stated at their historical cost less accumulated depreciation and accumulated
impairment losses. Depreciation is recognised in profit or loss using the reducing balance method from the date
of acquisition at rates between 13% and 40% per annum.

d. Government Grants
Where a grant is received relating to research and development costs that have been expensed, the grant is
recognised as other income when the grant becomes receivable and the Company complies with all attached
conditions.

Costs

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge
and understanding, is recognised in profit and loss when incurred.

Development activities involve a plan or design for the production of new or substantially improved products and
processes. Development expenditure is capitalised only if development costs can be measured reliably, the product
or process is technically and commercially feasible, future economic benefits are probable, and the Company
intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure
capitalised includes the cost of materials, direct labour and overhead costs that are directly attributable to
preparing the asset for its intended use. Other development expenditure is recognised in profit or loss when
incurred.

Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated
impairment losses.

e. Trade and other payables
Trade and other payables are stated at their amortised cost, are non-interest bearing and are normally settled
within 60 days.

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

f. Employee entitlements
Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the
amount expected to be paid under short term cash bonus or profit sharing plans if the Company has a present
legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the
obligation can be estimated reliably.

Long term employee benefits

The Company’s net obligation in respect of long term employee benefits is the amount of future benefit that employees have
earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value.
Re-measurements are recognised in profit or loss in the period in which they arise.

Share-based payment transactions

The grant-date fair value of share-based payment awards granted to employees is recognised as an employee
expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled
to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related
service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an
expense is based on the number of awards that meet the related service and non-market performance conditions at
the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-
based payment is measured to reflect such conditions and there is no true-up for differences between expected and
actual outcomes.

g. Financial Instruments

Non-derivative financial assets

The Company holds loans and receivables. Loans and receivables are non-derivative financial assets with fixed
or determinable payments that are not quoted in an active market. Such assets are recognised at fair value
plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are
measured at amortised cost using the effective interest method, less any impairment losses. They are included
in current assets, except for those with maturities greater than 12 months after the reporting period, which are
classified as non-current assets. Loans and receivables comprise cash and cash equivalents and trade and other
receivables.

The Company initially recognises loans and receivables on the date that they are originated.

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire,
or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which
substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such
transferred financial assets that is created or retained by the Company is recognised as a separate asset or
liability.

Financial assets and liabilities are offset and the net amount presented in the Statement of Financial Position
when, and only when, the Company has a legal right to offset the amounts and intends either to settle them on a
net basis or to realise the asset and settle the liability simultaneously.

Non-derivative financial liabilities

The Company initially recognises debt securities issued and subordinated liabilities on the date that they are
originated. All other financial liabilities are recognised initially on the trade date, which is the date that the
Company becomes a party to the contractual provisions of the instrument.

The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or
expire.

Other financial liabilities comprise trade and other payables.

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

h. Share Capital
Ordinary Shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares
are recognised as a deduction from equity, net of any tax effects.

i. Tax

Income tax comprises of current tax and deferred tax and is recognised in profit or loss except to the extent that
it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates
enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous
years.

Current tax assets and liabilities are offset only if certain criteria are met.

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amount of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not
recognised for temporary differences on the initial recognition of assets or liabilities in a transaction that is
not a business combination and that affects neither accounting nor taxable profit or loss.

The measurement of deferred tax reflects the tax consequences that would follow the manner in which the
Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and
liabilities.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when
they reverse, using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets and
liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they
relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they
intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised
simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the
extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred
tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the
related tax benefit will be realised.

Goods and services tax

Revenue, expenses and assets are recognised net of the amount of goods and services tax (‘GST’), except where
the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is
recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from,
or payable to, the ATO is included as a current asset or liability in the balance sheet.

Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows
arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as
operating cash flows.

j. Finance income
Finance income comprises interest income on funds invested. Interest income is recognised as it accrues in
profit or loss, using the effective interest method.

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

k. Earnings per share
The Company presents basic and diluted earnings per share (‘EPS’) data for its ordinary shares. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting
the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares
outstanding for the effects of all dilutive potential ordinary shares, which comprise share options.

l. Impairment
Non-derivative financial assets

A financial asset not classified as at fair value through profit or loss is assessed at each reporting date to
determine whether there is any objective evidence that it is impaired. A financial asset is considered to be
impaired if objective evidence indicates that one or more events have had a negative effect on the estimated
future cash flows of that asset.

Financial assets measured at amortised cost

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial
assets are assessed collectively in groups that share similar credit risk characteristics.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference
between its carrying amount, and the present value of the estimated future cash flows discounted at the original
effective interest rate. Losses are recognised within profit or loss. When an event occurring after the impairment
was recognised causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed
through profit or loss.

Non-financial assets

The carrying amounts of the Company’s non-financial assets are reviewed at each reporting date to determine
whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount
is estimated.

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit
(‘CGU’) exceeds its recoverable amount. The recoverable amount of an asset or CGU is the greater of their fair
value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset or CGU. For impairment testing, assets are grouped
together into the smallest group of assets that generates cash inflows from continuing use that are largely
independent of the cash inflows of other assets or CGUs. Impairment losses are recognised in profit or loss.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been
recognised.

m. Provisions
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be
required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a
pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to
the liability. The unwinding of the discount is recognised as a finance cost.

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

n. Segment reporting
Determination and presentation of operating segments

The Company determines and presents operating segments based on the information that is provided internally
to the Managing Director, who is the Company’s chief operating decision maker.

An operating segment is a component of the Company that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the
Company’s other components. All operating segments’ operating results are regularly reviewed by the Company’s
Managing Director to make decisions about resources to be allocated to the segment and assess its performance.

Segment results that are reported to the Managing Director include items directly attributable to a segment as
well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets
(primarily the Company’s headquarters), head office expenses, and income tax assets and liabilities.

o. New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations are effective for annual periods
beginning after 1 July 2017, and have not been applied in preparing these financial statements. The Company is
in the process of assessing the impact of new standards. Those which may be relevant to the Company are set
out below. The Company does not plan to adopt these standards early and is assuming the impact.

AASB 9 Financial Instruments

AASB 9 replaces the existing guidance in AASB 139 Financial Instruments: Recognition and Measurement. AASB
9 includes revised guidance on the classification and measurement of financial instruments, including a new
expected credit loss model for calculating impairment on financial assets and the new general hedge accounting
requirements. It also carries forward the guidance on recognition and derecognition of financials instruments from
AASB 139.

AASB 9 is effective for the Company’s annual reporting period beginning 1 July 2018 and can be early adopted.

4. DETERMINATION OF FAIR VALUES

A number of the Company’s accounting policies and disclosures require the determination of fair value, for both
financial and non-financial assets and liabilities. Fair values have been determined for measurement and/
or disclosure purposes based on the following methods. Where applicable, further information about the
assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

Trade and other receivables

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted
at the market rate of interest at the measurement date. Fair value is determined at initial recognition and, for
disclosure purposes, at each annual reporting date.

Share-based payment transactions

The fair value of employee share options is measured using the Black-Scholes formula. Measurement inputs
include share price on measurement date, exercise price of the instrument, expected volatility (based on
weighted average historic volatility adjusted for changes expected due to publicly available information),
weighted average expected life of the instruments (based on historical experience and general option
holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds).
Service and non-market performance conditions attached to the transactions are not taken into account
in determining fair value. Share-based payment arrangements in which the Company receives goods or
services as consideration for its own equity instruments are accounted for as equity-settled share-based
payment transactions.

Non-derivative financial liabilities

Non-derivative financial liabilities are measured at fair value, at initial recognition, and for disclosure
purposes, at each annual reporting date. Fair value is calculated based on the present value of future
principal and interest cash flows, discounted at the market rate of interest at the measurement date.

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

Note

2018
$

2017
$

5. OTHER INCOME

Research and development rebate

Other

6. LOSS FROM OPERATING ACTIVITIES

Loss from ordinary activities has been arrived at after
charging the following items:

Auditors’ remuneration paid to KPMG

– Auditor’s and review of financial reports

Depreciation

– Office equipment

– Plant and equipment

Direct research and development expenditure

expensed as incurred

Provision for employee entitlements

Superannuation expense

7. LOSS PER SHARE

1,621,653

1,613,724

931

45,755

1,622,584

1,659,479

49,950

46,850

10,453

1,189

12,311

763

(1,692,656)

3,155,423

(74,915)

62,837

21,482

65,630

The calculation of basic and diluted loss per share at 30 June 2018 was based on the loss attributable to
ordinary shareholders of $1,593,645 (2017 - $3,093,405 loss) and a weighted average number of ordinary
shares outstanding during the financial year ended 30 June 2018 of 397,150,054 (2017 – 331,742,012),
calculated as follows:

Net loss for the year

1,593,645

3,093,405

2018
Number

2017
Number

Weighted average number of ordinary shares (basic and diluted)

Issued ordinary shares at 1 July

392,299,816

313,765,334

Weighted average number of ordinary shares at 30 June

397,150,054

331,742,012

As the Company is loss making, none of the potentially dilutive securities are currently dilutive.

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

8. CASH AND CASH EQUIVALENTS

Cash at bank

Cash and cash equivalents in the statement of cash flows

1,543,002

1,987,384

2018
$

2017
$

9. INCOME TAX EXPENSE

Current tax expense

Current year

Tax losses not recognised

Deferred tax expense

Current year

De-recognition of temporary differences

(970,021)

(1,341,634)

970,021

1,341,634

89,176

(89,176)

44,003

(44,003)

Numerical reconciliation between tax expense and pre-tax net profit

Loss before tax - continuing operations

(1,593,645)

(3,093,405)

Prima facie income tax benefit at the Australian tax rate of 27.5%

(438,252)

(850,686)

Increase in income tax expense due to:

- Adjustments not resulting in temporary differences

- Effect of tax losses not recognised

- Unrecognised temporary differences

Income tax expense current and deferred

Deferred tax assets have not been recognised in respect of the
following items

Deductible temporary differences (net)

Tax losses

Net

595,928

(68,500)

(89,176)

621,849

272,840

(44,003)

204,140

9,346,799

9,550,939

223,323

9,415,299

9,638,622

The deductible temporary differences and tax losses do not expire under the current tax legislation. Deferred
tax assets have not been recognised in respect of these items because it is not probable that future taxable
profit will be available against which the Company can utilise the benefits of the deferred tax asset.

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

2018
$

2017
$

36,448

21,906

58,354

21,319

21,411

42,730

205,851

(196,398)

9,453

511,958

(503,557)

8,401

17,854

205,851

(185,945)

19,906

511,958

(502,368)

9,590

29,496

10. OTHER ASSETS

Current prepayments

Security deposits

11. PLANT AND EQUIPMENT

Office equipment - at cost

Accumulated depreciation

Plant and equipment - at cost

Accumulated depreciation

Total plant and equipment - net book value

Reconciliations

Reconciliations of the carrying amounts for each class of plant and equipment are set out below:

Office equipment

Balance at 1 July

Depreciation

Carrying amount at the end of the financial year

Plant and equipment

Balance at 1 July

Additions

Depreciation

Carrying amount at the end of the financial year

Total carrying amount at the end of the financial year

12. TRADE AND OTHER PAYABLES

Current

Creditors

Accruals

19,906

(10,453)

9,453

9,590

(1,189)

8,401

17,854

32,217

(12,311)

19,906

4,858

5,495

(763)

9,590

29,496

135,778

25,000

160,778

344,171

23,500

367,671

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

13. EMPLOYEE ENTITLEMENTS

Current

Employee annual leave provision

Long service leave provision

Number of employees at the end of the financial year

14. CAPITAL AND RESERVES

Issued and paid up capital

2018
$

2017
$

50,282

126,642

176,924

117,537

134,302

251,839

502,417,116 (2017 – 392,299,816) fully paid ordinary shares

41,439,162

40,325,345

Fully paid ordinary shares

Balance at the beginning of the financial year

Issue of shares

Exercise of options

Costs of issue

Balance at the end of financial year

40,325,345

39,163,122

1,365,967

1,374,145

1,202

(252,230)

(213,124)

41,439,162

40,325,345

The Company does not have authorised capital or par value in respect of its issued shares. All issued shares
are fully paid.

∫

In June 2018, the Company offered eligible shareholders to purchase one new share and one new listed
option under a pro- rata renounceable rights issue. Under this offer, the Company issued 98,078,690
ordinary shares and 98,078,690 listed options for cash totalling $1,471,180. The listed options are each
exercisable at 5 cents to acquire one fully paid ordinary share exercisable at any time up to 12 December
2019. Total issue cost of $244,929 was recognised as a reduction in proceeds of issue of these shares.
At 30 June 2018, $22,211 was outstanding for payment.

In June 2018, the Company issued 6,000,000 options as part consideration to the lead manager and
underwriter under the same terms as offered under the Renounceable Rights Issue. The options were
valued at $24,000.

In June 2018, the Company issued 12,007,777 ordinary shares and 12,007,777 listed options for cash
totalling $180,119 under a Share Placement Offer. Total issue cost of $7,301 was recognised as a
reduction in proceeds of issue of these shares. The listed options are each exercisable at 5 cents to
acquire one fully paid ordinary share exercisable at any time up to 12 December 2019.

During the year ended 30 June 2018, 30,833 ordinary shares (2017 – 74,519) were issued through the
exercise of the listed options for cash totalling $1,850 (2017 - $8,942). The fair value of the options when
granted was $80 (2017 - $1,202).

In June 2017, the Company offered eligible shareholders to purchase one new share and one new listed
option under a pro- rata renounceable rights issue. Under this offer, the Company issued 78,459,963
ordinary shares and 78,459,963 listed options for cash totalling $1,569,199. The listed options are each
exercisable at 6 cents to acquire one fully paid ordinary share exercisable at any time up to 30 November
2018. Total issue cost of $213,124 was recognised as a reduction in proceeds of issue of these shares.
At 30 June 2017, $49,509 was outstanding for payment.

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

The following unlisted options were on issue at 30 June 2018:

∫

1,000,000 options with a fair value at grant date of 1.8 cents, each exercisable at 15 cents to acquire one
fully paid ordinary share at any time up to 30 November 2018.

1,000,000 options with a fair value at grant date of 1.8 cents, each exercisable at 15 cents to acquire one
fully paid ordinary share at any time after 30 November 2016 up to 30 November 2018.

3,000,000 options with a fair value at grant date of 1.6 cents, each exercisable at 18 cents to acquire one
fully paid ordinary share at any time after 30 November 2017 up to 30 November 2018.

The fair value of the options at each grant date was determined based on the Black-Scholes formula. The model
inputs for those options issued during the year ended 30 June 2016 were the Company’s share price of $.046
at the grant date, a volatility factor of 100% based on historic share price performance, risk free interest rate
of 2.11% based on the 10 year government bond rate and no dividends paid.

The following listed options were on issue at 30 June 2018:

Opening Balance
1 July 2017
Number

78,459,963

Exercise
Price
$

0.06

0.05

Granted
during the year
Number

116,086,467

Exercised/Expired
during the year
Number

30,833

Closing Balance
30 June 2018
Number

78,429,130

116,086,467

Terms and conditions - Shares

Holders of ordinary shares are entitled to receive dividends as declared and, are entitled to one vote per share
at shareholders’ meetings. In the event of winding up of the Company, ordinary shareholders rank after creditors
and are fully entitled to any proceeds of liquidation.

Option Reserves

Equity based compensation reserve

Option premium reserve

Movements during the period

Equity based compensation reserve

Balance at the beginning of period

Share based payment expense

Balance at end of period

Option premium reserve

Balance at the beginning of period

Issue of options

Exercise of options

Expiry of options

Balance at end of period

Nature and purpose of reserves

2018
$

84,557

515,098

599,655

74,423

10,134

84,557

203,996

311,182

(80)

515,098

2017
$

74,423

203,996

278,419

42,902

31,521

74,423

817,827

203,996

(1,202)

(816,625)

203,996

Equity based compensation reserve:
The equity based compensation reserve is used to recognise the grant date fair value of options issued but not exercised.

Option premium reserve:
The option premium reserve is used to accumulate proceeds received from the issuing of options.

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

15. STATEMENT OF CASH FLOWS

Reconciliation of cash flows from operating activities

Loss for the period

Adjustments for:

Depreciation of plant and equipment

Provisions for employee entitlements

Share based payments

Interest

Effect of exchange rate adjustments

Changes in assets and liabilities

Decrease/(Increase) in prepayments

(Decrease)/Increase in payables

Net cash used in operating activities

2018
$

2017
$

(1,593,645)

(3,093,405)

11,642

(74,915)

10,134

(495)

(7)

13,073

21,482

31,521

191

(15,129)

(179,596)

(8,564)

202,205

(1,842,011)

(2,833,497)

16. RELATED PARTIES

Key management personnel and director transactions

The following key management person holds a position in another entity that results in them having control or
joint control over the financial or operating policies of that entity, and this entity transacted with the Company
during the year as follows:

∫

During the year ended 30 June 2018, Peter J. Nightingale had a controlling interest in an entity, MIS
Corporate Pty Limited, which provided full administrative services, including rental accommodation,
administrative staff, services and supplies, to the entity. Fees paid to MIS Corporate Pty Limited during
the year, amounted to $144,000 (2017 - $144,000). There were no outstanding amounts at 30 June 2018
(2017 - $nil).

Key management personnel compensation

During the year ended 30 June 2018, compensation of key management personnel totalled $591,612
(2017 - $638,987), which comprised primary salary and fees of $532,491 (2017 - $556,446), superannuation
of $43,462 (2017 - $45,495), share based payments of $10,134 (2017 - $31,521) and long service leave
of $5,525 (2017 - $5,525). During the 2018 and 2017 financial years, no long term benefits or termination
payments were paid.

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

17. SHARE BASED PAYMENTS

The Company has an Incentive Option Plan to provide eligible persons, being employees or directors, or
individuals whom the Plan Committee determine to be employees for the purposes of the Plan, with the
opportunity to acquire options over unissued ordinary shares in the Company. The number of options granted
or offered under the Plan will not exceed 10% of the Company’s issued share capital and the exercise price
of options will be the greater of the market value of the Company’s shares as at the date of grant of the option
or such amount as the Plan Committee determines. Options have no voting or dividend rights. The vesting
conditions of options issued under the plan are based on a minimum service periods being achieved. There
are no other vesting conditions attached to options issued under the plan.

No options were issued during the year ended 30 June 2018 and 30 June 2017. During the year ended 30 June
2018, 5,000,000 options were on issue to the Managing Director as detailed in note 14.

Options outstanding at 30 June 2018

Grant date

Number
of options

Exercise
price

Fair value at
grant date

Vesting date*

Expiry date

25 November 2015

1,000,000

25 November 2015

1,000,000

25 November 2015

3,000,000

$0.15

$0.18

$0.018

25 November 2015

30 November 2018

$0.018

30 November 2016

30 November 2018

$0.016

30 November 2017

30 November 2018

* Vesting conditions are based on minimum service periods being achieved.

Options outstanding at 30 June 2017

Grant date

Number
of options

Exercise
price

Fair value at
grant date

Vesting date*

Expiry date

25 November 2015

1,000,000

25 November 2015

1,000,000

25 November 2015

3,000,000

$0.15

$0.18

$0.018

25 November 2015

30 November 2018

$0.018

30 November 2016

30 November 2018

$0.016

30 November 2017

30 November 2018

* Vesting conditions are based on minimum service periods being achieved.

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

Movement of options in the equity based compensation reserve during the year

Number of
options
2018

Weighted average
exercise price
2018

Number of
options
2017

Weighted average
exercise price
2017

Outstanding at 1 July

5,000,000

$0.17

5,000,000

$0.17

The equity based compensation reserve is used to record the options issued to directors and executives of the
Company as compensation. Options are valued using the Black-Scholes option pricing model.

The weighted average remaining contractual life of share options outstanding at the end of the year in the equity
based compensation reserve was 0.42 years (2017 – 1.42 years).

No ordinary shares have been issued as a result of the exercise of any option granted pursuant to the Incentive
Option Plan during the current and prior financial year.

Fair value of options
The fair value of options granted is measured at grant date and recognised as an expense over the period during
which the employee becomes unconditionally entitled to the options. The fair value of the options granted is measured
using an option valuation methodology, taking into account the terms and conditions upon which the options were
granted. The amount recognised as an expense is adjusted to reflect the actual number of options that vest.

When options on issue are modified and the modification is beneficial to the other party the incremental fair
value at the date of the modification is recognised over the remaining modified vesting period and the original
grant-date fair value is recognised over the remaining original vesting period. When the modification is to
options on issue that have fully vested the incremental fair value is recognised as an expense in the period
the modification occurs. The incremental fair value is the difference between the fair value of the share based
payment at the date of modification between the old and new terms.

Expenses arising from share-based payment transactions
Total expenses arising from share based payment transactions recognised during the year ended 30 June 2018
was $10,134 (2017 - $31,521).

18. FINANCIAL INSTRUMENTS

Financial risk management objectives and policies
The Company’s financial instruments comprise deposits with banks, receivables, trade and other payables
and from time to time short term loans from related parties. The Company does not trade in derivatives or in
foreign currency.

The Company manages its risk exposure of its financial instruments in accordance with the guidance of the
Board of Directors. The main risks arising from the Company’s financial instruments are market risk, credit
risk and liquidity risks. This note presents information about the Company’s exposure to each of these risks, its
objectives, policies and processes for measuring and managing risk, and the Company’s management of capital.

Risk management framework
The Board has overall responsibility for the establishment and oversight of the risk management framework.
Informal risk management policies are established to identify and analyse the risks faced by the Company.

The primary responsibility to monitor the financial risks lies with the Managing Director and the Company
Secretary under the authority of the Board.

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

Credit risk
Credit risk arises mainly from the risk of counterparties defaulting on the terms of their agreements.

The carrying amounts of the following assets represent the Company’s maximum exposure to credit risk in
relation to financial assets:

Cash and cash equivalents

Security deposits

Note

Carrying amount

2018
$

2017
$

1,543,002

1,987,384

21,906

21,411

1,564,908

2,008,795

Cash and cash equivalents
The Company mitigates credit risk on cash and cash equivalents by dealing with regulated banks in Australia.

Trade and other receivables
Credit risk of trade and other receivables is very low as it usually consists predominantly of amounts recoverable
from a regulated bank in Australia.

All financial assets are current and are not past due or impaired and the Company does not have any material credit
risk exposure to any single debtor or group of debtors under financial instruments entered into by the Company.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.
The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company’s reputation.

Ultimate responsibility for liquidity management rests with the Board. The Company monitors rolling forecasts
of liquidity on the basis of expected fund raisings, trade payables and other obligations for the ongoing operation
of the Company. At balance date, the Company has available funds of $1,543,002 for its immediate use.

The following are the contractual maturities of financial liabilities, including estimated interest payments:

Carrying
amount
$

Contractual
cash flows
$

Less than
one year
$

Between one
and five years
$

Interest
$

30 June 2018

Trade and other payables

160,778

(160,778)

30 June 2017

Trade and other payables

367,671

(367,671)

It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at
significantly different amounts.

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity
prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of
market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising the return.

Interest rate risk
The Company’s income statement is affected by changes in interest rates due to the impact of such changes on
interest income from cash and cash equivalents and interest bearing security deposits. The average interest rate
on funds held during the year was 0.98% (2017 - 1.30%).

At balance date, the Company had the following mix of financial assets exposed to variable interest rate risk that
are not designated as cash flow hedges:

Financial assets

Cash and cash equivalents

Security deposits

Net exposure

Note

2018
$

2017
$

1,543,002

1,987,384

21,906

21,411

1,564,908

2,008,795

The Company did not have any interest bearing financial liabilities in the current or prior year.

The Company does not have interest rate swap contracts. The Company always analyses its interest rate
exposure when considering renewals of existing positions including alternative financing.

Sensitivity analysis
The following sensitivity analysis is based on the interest rate risk exposures at balance date.

An increase of 100 basis points in interest rates throughout the reporting period would have decreased the
loss for the period by the amounts shown below, whilst a decrease would have increased the loss by the same
amount. The Company’s equity consists of fully paid ordinary shares. There is no effect on fully paid ordinary
shares by an increase or decrease in interest rates during the period.

2018
$

11,819

2017
$

22,773

Currency risk
The Company is exposed to currency risk on cash and cash equivalents that are denominated in
United States currency. The company’s gross financial exposure to foreign currency risk at balance
date was US$150 (2017 - US$600).

The Company is not exposed to price risks.

Biotron Ltd Annual Report 2018

Notes to the Financial Statements
For the Year Ended 30 June 2018

Capital management
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business.

The Board ensures costs are not incurred in excess of available funds and will seek to raise additional funding
through issues of shares for the continuation of the Company’s operations. There were no changes in the
Company’s approach to capital management during the year.

The Company is not subject to externally imposed capital requirements.

Estimation of fair values
The carrying amounts of financial assets and liabilities approximate their net fair values, given the short time
frames to maturity and or variable interest rates.

19. FINANCIAL REPORTING BY SEGMENTS

The Company operates in one reportable operating and geographical segment, being the biotechnology industry
in Australia.

20. OPERATING LEASES

The Company leases an office in North Ryde, Sydney. The lease is for a period of 3 years starting from November
2013 with monthly renewal after the 3 years.

During the year ended 30 June 2018, $77,604 was recognised as an expense in profit or loss in respect of the
operating lease (2017 - $76,849).

The future minimum leases payments under non-cancellable operating leases are payable as follows:

Less than one year

Between one and five years

2018
$

6,539

2017
$

6,488

21. COMMITMENTS AND CONTINGENCIES

The Company may be party to commercial disputes and litigation in the normal course of business. No material
liabilities are expected to arise in respect of the commercial disputes and litigation existing at balance date.

There are no capital commitments at the date of these financial statements.

22. SUBSEQUENT EVENTS

There have been no matters arise in the interval between the end of the financial year and the date of this
report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of
the Company, to affect significantly the operations of the Company, the results of those operations, or the state
of affairs of the Company in future financial years.

Biotron Ltd Annual Report 2018

Directors’ Declaration

In the opinion of the directors of Biotron Limited:

the financial statements and notes set out on pages 17 to 37, and the Remuneration Report in the
Directors’ Report, set out on pages 10 to 14, are in accordance with the Corporations Act 2001, including:

(i)

giving a true and fair view of the Company’s financial position as at 30 June 2018 and of its
performance for the financial year ended on that date; and

(ii) complying with Australian Accounting Standards (including Australian Accounting Interpretations)

and the Corporations Regulations 2001;

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

The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from
the chief executive officer and chief financial officer for the financial year ended 30 June 2018.

The directors draw attention to note 2(a) of the financial statements, which includes a statement of
compliance with International Financial Reporting Standards.

This report has been signed in accordance with a resolution
of the directors and is dated 29 August 2018:

Michael J. Hoy
Chairman

Michelle Miller
Managing Director

Biotron Ltd Annual Report 2018

Independent Auditor’s Report

KPMG, an Australian partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG
International Cooperative (“KPMG International”) a Swiss entity

Liability
Professional Standards Legislation.

limited by a scheme approved under

Biotron Ltd Annual Report 2018

KPMG, an Australian partnership and a member firm of the KPMG

network of independent member firms affiliated with KPMG

International Cooperative (“KPMG International”) a Swiss entity

Liability

limited by a scheme approved under

Professional Standards Legislation.

Independent Auditor’s Report

•

Biotron Ltd Annual Report 2018

Independent Auditor’s Report

1,692,656

•

Biotron Ltd Annual Report 2018

Independent Auditor’s Report

Biotron Ltd Annual Report 2018

Independent Auditor’s Report

Biotron Ltd Annual Report 2018

Additional Stock Exchange Information

Home Exchange
The Company is listed on the ASX Limited. The home exchange is Sydney.

Use of Cash and Assets
Since the Company’s listing on the ASX, the Company has used its cash and assets in a way consistent with its
stated business objectives.

Class of Shares and Voting Rights
There is only one class of shares in the Company, fully paid ordinary shares.

The rights attaching to shares in the Company are set out in the Company’s Constitution. The following is a
summary of the principal rights of the holders of shares in the Company.

Every holder of shares present in person or by proxy, attorney or representative at a meeting of shareholders has
one vote on a vote taken by a show of hands, and, on a poll every holder of shares who is present in person or by
proxy, attorney or representative has one vote for every fully paid share registered in the shareholder’s name on
the Company’s share register.

A poll may be demanded by the chairperson of the meeting, by at least 5 shareholders entitled to vote on the
resolution or shareholders with at least 5% of the votes that may be cast on the resolution on a poll.

Distribution of Equity Securityholders
As at 31 July 2018, the distribution of each class of quoted equity securityholders was as follows:

Range

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

Fully Paid
Ordinary
Share Holders

116

344

339

Total
Number
of Shares

30,055

1,236,292

2,732,982

1,377

55,613,134

734

442,808,319

2,910

502,420,782

30 November
2018 $0.06
Listed Option
Holders

Total Number
of Listed
Options

12 December
2019 $0.05
Listed Option
Holders

Total Number
of Listed
Options

137

178

102

514

14,377

390,627

508,853

7,091,019

70,424,254

78,429,130

13,282

280,731

532,222

310

11,941,422

159 103,315,144

654 116,082,801

At 31 July 2018, 1,347 shareholders held less than a marketable parcel of shares. At 31 July 2018, 446 30
November 2018 6 cent listed option holders and nil 12 December 2019 5 cent listed option holders held less
than a marketable parcel of options.

Biotron Ltd Annual Report 2018

Additional Stock Exchange Information

TWENTY LARGEST QUOTED SHAREHOLDERS

At 31 July 2018 the twenty largest fully paid ordinary shareholders held 24.13% of fully paid ordinary as follows:

Name

Armco Barriers Pty Ltd

Dr Angela Fay Dulhunty

HSBC Custody Nominees (Australia) Limited

Scott’s A V Pty Ltd

Umbiram Pty Ltd

6 Mrs Narelle Fay

Pathold No 222 Pty Ltd

Mr Robert Thomas +Mrs Kyrenia Thomas

9 Warman Investments Pty Ltd

10 Rookharp Investments Pty Limited

11 Fordholm Investments Pty Ltd

12 Mr Andrew John Meek + Ms Saskia Elle Meek

4,125,749

13 Jey Investment Pty Ltd

14 Road & Construction Supplies of Australia Pty Ltd

15 Mr. Peter James Nightingale

16 DNS Accounting and Law Consultancy Pty Ltd

17 Mahe Investments Pty Ltd

18 Mr Ian Gavin Platt-Hepworth + Mrs S Marion Platt – Hepworth

19 Mr Russel Wayne Halder

20 Mr Andrew Fay

There are no current on-market buy-backs.

Fully Paid
Ordinary Shares

14,000,000

10,000,000

9,458,524

8,829,000

7,789,828

7,500,050

7,500,000

2.79

1.99

1.88

1.76

1.55

1.49

7,500,000

1.49

6,600,695

5,968,718

5,000,000

4,000,695

3,600,000

3,594,903

3,461,100

3,209,533

1.31

1.19

1.00

0.82

0.80

0.72

0.69

0.64

3,129,182

0.62

3,000,000

2,946,513

0.60

0.59

Biotron Ltd Annual Report 2018

Additional Stock Exchange Information

TWENTY LARGEST 30 NOVEMBER 2018 6 CENT QUOTED OPTION HOLDERS

At 31 July 2018 the twenty largest 30 November 2018 6 cent option holders held 56.87% of listed options
as follows:

Name

Jey Investment Pty Ltd

2 Mr Kevin Rowan Edwards + Miss Tehaniana Lilian Newton

Quoted Options

6,640,111

8.47

3,500,000

4.46

3 Mr Changrok OH

BMMDH Pty Ltd

IQ Global Asset Partners Pty Ltd

DNS Accounting and Law Consultancy Pty Ltd

7 Mr Mathew Thomas Ryan

8 Mr Russell Dean Thomson

HSBC Custody Nominees (Australia) Limited

10 Armco Barriers Pty Ltd

11 Mrs Amanda Mignot

12 Lamdian Pty Ltd

13 Mr Russell Dean Thomson

14 Mrs Narelle Fay

15 Mr Peter William Goodall

16 Mr Edward Patrick O’Brien

17 Pathold No 222 Pty Ltd

18 Esdoro Pty Ltd

19 Umbiram Pty Ltd

20 Mr Cameron Geoffrey Walters

3,165,000

3,000,000

2,974,286

2,353,888

2,283,333

2,072,516

1,980,187

1,901,107

1,834,305

1,700,000

1,614,475

1,500,000

1,350,000

1,284,955

1,246,372

1,000,000

4.04

3.83

3.79

3.00

2.91

2.64

2.52

2.42

2.34

2.17

2.06

1.91

1.72

1.64

1.59

1.28

Biotron Ltd Annual Report 2018

Additional Stock Exchange Information

TWENTY LARGEST 12 DECEMBER 2019 5 CENT QUOTED OPTION HOLDERS

At 31 July 2018 the twenty largest 12 December 2019 5 cent option holders held 46.66% of listed options
as follows:

Name

Quoted Options

1 Mr Edward O’Brien & Mrs Naomi O’Brien

6,200,000

Rookharp Investments Pty Limited

4 Ms Nicole Gallin & Mr Kyle Haynes

4,666,667

3,959,533

Road & Construction Supplies of Australia Pty Ltd

3,700,000

6 Mrs Narelle Fay

7 Mr Andrew Fay

HSBC Custody Nominees (Australia) Limited

Goffacan Pty Ltd

10 Sugarloaf Ventures Pty Ltd

11 IQ Global Asset Partners Pty Ltd

12 Pershing Australia Nominees Pty Ltd

13 Mr Bret Joseph Evitt

14 Mr Dale Maurice Raynes

15 Umbiram Pty Ltd

16 Mrs Zi Juan QI

17 Mr Robert Murray Raynes

18 Mr Ryan James Rowe

19 Warman Investments Pty Ltd

20 Mr Peter John Leigh

UNQUOTED OPTIONS

2,500,050

2,500,000

2,422,896

2,000,000

1,911,544

1,800,000

1,666,667

1,557,965

1,333,333

1,320,139

1,147,828

7.88

5.34

4.02

3.41

3.19

2.15

2.09

1.72

1.65

1.55

1.44

1.34

1.15

1.14

0.99

Number of
Holders

Number of
Options

Grant Date

Vesting Date

1,000,000

25/11/2015

1,000,000

25/11/2015

30/11/2016

3,000,000

25/11/2015

30/11/2017

Exercise
Price

$0.15

$0.18

Expiry Date

30 November 2018

Biotron Ltd Annual Report 2018

Corporate Directory

DIRECTORS:

Mr Michael J. Hoy (Chairman)
Dr Michelle Miller (Managing Director)
Dr Susan M. Pond
Mr Robert B. Thomas

COMPANY SECRETARY:

Mr Peter J. Nightingale

REGISTERED OFFICE:

PRINCIPAL ADMINISTRATION OFFICE:

Level 2, 66 Hunter Street
SYDNEY NSW 2000
Phone: 61-2 9300 3344
Fax:
61-2 9221 6333
E-mail: enquiries@biotron.com.au
Homepage: www.biotron.com.au

Suite 19, 56 Delhi Road
NORTH RYDE NSW 2113
Phone: 61-2 9805 0488
61-2 9805 0688
Fax:

SHARE REGISTRAR:

Computershare Investor Services Pty Limited
Level 4, 60 Carrington Street
SYDNEY NSW 2000
Phone: 1300 787 272
Fax:

61-3 9473 2500

AUDITORS:

KPMG Level 16, Riparian Plaza
71 Eagle Street
BRISBANE QLD 4000

HOME EXCHANGE:

ASX Limited 20 Bridge Street
SYDNEY NSW 2000

SOLICITORS:

Minter Ellison
88 Phillip Street
SYDNEY NSW 2000

Biotron Limited, incorporated and domiciled in Australia,
is a publicly listed company limited by shares.

Biotron Ltd Annual Report 2018