Exopharm Limited
Annual Report 2016

Plain-text annual report

Exopharm Limited (previously Exsome Pty Ltd) ACN 163 765 991 Annual Financial Report 30 June 2016 Exopharm Limited Annual Report 2016 P a g e | 2 Contents Corporate Information Directors’ Report Auditor’s Independence Declaration Statement of Comprehensive Income Statement of Financial Position Statement of Changes in Equity Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report Page 3 4 8 9 10 11 12 13 23 24 Exopharm Limited Annual Report 2016 P a g e | 3 CORPORATE INFORMATION ACN 163 765 991 Directors Mr Jason Watson Mr Ian E Dixon Mr David R Parker Company Secretary Mr David R Parker Registered Office C/o Haines Muir Hill Pty Ltd 888 Doncaster Road Doncaster East Vic 3109 Principal Place of Business 13 Fuchsia Street Blackburn, VIC 3130 Telephone: Email: (03) 98944555 ian.dixon@exopharm.com Auditors William Buck Level 20, 181 William Street Melbourne VIC 3000 Solicitors Jackson MacDonald Level 17, 225 St Georges Terrace Perth, Western Australia 6000 Share Register Automic Registry Services Pty Ltd Suite 310, Level 3, 50 Holt St Surry Hills NSW 2010 Telephone: 1300 288 664 Email: hello@automic.com.au Exopharm Limited Annual Report 2016 P a g e | 4 DIRECTOR’S REPORT Your directors submit the annual financial report of Exopharm Limited (previously Exsome Pty Ltd) (converting to Exopharm Limited) for the financial year ended 30 June 2016. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows: Directors The names of directors who held office during or since the end of the year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated. Jason M Watson Non-Executive Chairman Appointed 10 August 2018 Ian E Dixon Director Appointed on registration Company Secretary Appointed on registration, resigned 26 June 2018 David R Parker Director and Company Secretary Appointed 26 June 2018 Names, qualifications, experience and special responsibilities Mr Jason Watson Non-Executive Chairman LL.B, B. Comm Mr Watson graduated from the University of Adelaide in 1998 with a Bachelor of Laws (Honours) and a Bachelor of Commerce, majoring in marketing and accounting. In 2008 Jason completed a Graduate Certificate in Biotechnology Industry at RMIT. Jason commenced his legal career in 2000 as the sole in-house counsel for the University of South Australia and its commercialisation company. Jason has extensive experience in corporate and commercial law, intellectual property, licensing, innovation and commercialisation and manages his own firm, Elementary Law. Jason's clients include research institutes, listed and unlisted companies, with a particular focus on life sciences. Dr Ian Dixon Managing Director PhD, MBA, MAICD Dr Ian Dixon has a PhD in biomedical engineering from Monash University, an MBA from Swinburne University and professional engineering qualifications. In 2011 Ian co-founded Cynata Inc, a company that is progressing the commercialisation of what has become the Cymerus technology of ASX-listed Cynata Therapeutics Ltd (ASX-CYP). Ian is also a non-executive director of Noxopharm Ltd (ASX-NOX), a founder of Nyrada Inc. and a co-inventor of Nyrada drug NYX-330. Ian is a co-inventor of the LEAP Manufacturing Process licensed to Exopharm by Altnia Operations. Previously, Ian has worked for Vision Systems Ltd as head of the Product Group and was involved in a range of complex product/technology developments. Ian is also founder of Genscreen Pty Ltd (2003-2018) and was a director of Cell Therapies Pty Ltd (2005-2015). Ian brings to the Board an extensive entrepreneurial background in founding, building and running public companies, in recognising the potential commercial value of early-stage drug development, and in understanding the challenges involved in drug development. Ian currently also serves as a part-time executive director of Medigard Ltd (ASX:MGZ). During the last three years, Dr Dixon has served as a director of the following listed companies: Medigard Ltd (ASX:MGZ); Noxopharm Ltd: ASX:NOX) Exopharm Limited Annual Report 2016 P a g e | 5 DIRECTOR’S REPORT (continued) Names, qualifications, experience and special responsibilities (continued) Mr David R Parker Non-Executive Director and Company Secretary B.Comm, SAFin Mr David Parker has over sixteen years’ experience as a corporate advisor and investment manager. He has served as a director or company secretary of a number of ASX-listed companies, having taken several companies from private companies to listed entities. David is an employee of Alto Capital, a stockbroking and corporate advisory firm which is licensed to provide financial advice to retail and wholesale investors. Mr Parker is a Senior Associate (and member since 2001) of the Financial Services Industry of Australian (FINSIA). Mr Parker has a Bachelor of Commerce from Curtin University and has completed a Graduate Diploma of Applied Corporate Governance from the Governance Institute. During the last three years, Mr Parker was a non-executive director and company secretary of Aurora Labs Ltd (ASX:A3D). Interests in the shares and options of the Company and related bodies corporate The following relevant interests in shares and options of the Company or a related body corporate were held by the directors as at the date of this report: Directors Jason Watson Ian Dixon David Parker1 Totals Number of options over ordinary shares Number of fully paid ordinary shares - - - - - 27,935,294 822,200 28,757,494 1 David Parker holds 810,000 shares either directly or through wholly controlled entities and 12,200 shares held indirectly, given David Parker holds a 2% interest in 610,000 shares held by ACNS Capital Markets Pty Ltd. As at the date of this report, the Company had 45,500,000 fully paid ordinary shares and no options on issue. Dividends No dividends have been paid or declared since the start of the financial period and the director does not recommend the payment of a dividend in respect of the financial period. Review of Operations Principal Activities The principal activity of the Company during the year was regenerative medicine, primarily monitoring the development and de- risking of exosome technologies, namely the LEAP manufacturing process, which was being developed by Altnia Operations Pty Ltd, pursuant to a Research Agreement that the Company has entered into with Altnia Operations Pty Ltd. Significant events during the year There were no significant events during the year. Significant events after balance date On 16 November 2016, the Company changed its name from Exsome Pty Ltd to Exopharm Pty Ltd. On 20 April 2018, 29,900,000 fully paid ordinary shares amounting to $2,990 were issued at $0.0001 per share. On 21 May 2018, 2,500,000 fully paid ordinary shares amounting to $25,000 were issued at $0.01 per share. Exopharm Limited Annual Report 2016 P a g e | 6 DIRECTOR’S REPORT (continued) Significant events after balance sheet (continued) On 8 June 2018, 3,000,000 fully paid ordinary shares amounting to $150,000 were issued at $0.05 per share. On 26 June 2018, the Company held a shareholder meeting, which approved, among other items, the change of business type, from a private limited company to a public company limited by shares. On 26 June 2018, Mr Parker was appointed Director and Company Secretary of the Company, while Dr Dixon resigned as Company Secretary. On 23 July 2018, 6,934,167 fully paid ordinary shares at $0.12 per share and on 10 August 2018, 3,065,833 fully paid ordinary shares at $0.12 per share to raise $1,200,000 in total. On 10 August 2018 the company type was changed to a public limited company, and the name of the Company was amended to Exopharm Limited. On 10 August 2018, the Company appointed Jason Watson as a director or the Company in the position of Non-Executive Chairman. Operating results for the year The comprehensive loss of the Company for the financial year, after providing for income tax amounted to $246. Review of financial conditions The Company has nil cash assets as at 30 June 2016. The Directors are of the opinion that the Company is a going concern. Likely developments and expected results Disclosure of information regarding likely developments in the operations of the Company in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the Company. Therefore, this information has not been presented in this report. Options No options over issued shares or interests in the company were granted during or since the end of the financial year. Environmental legislation The Company is not subject to any environmental legislation requirements. Indemnification and insurance of Directors and officers: The company has agreed to indemnify all the directors of the company for any liabilities (other than the company or related body corporate) that may arise from their position as directors of the company, except where the liability arises out of conduct involving a lack of good faith. The company has not paid any premium for contract of insuring the directors and officers of the company against any liability incurred in the course of their duties to the extent permitted by the Corporations Act 2001. Exopharm Limited Annual Report 2016 P a g e | 8 Exopharm Limited Annual Report 2016 P a g e | 9 STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016 Administrative expenses Loss before income tax expense Income tax expense Loss for the year Other comprehensive income, net of income tax Total comprehensive loss for the year Notes 2 3 2016 $ (246) (246) - (246) - (246) 2015 $ (236) (236) - (236) - (236) The accompanying notes form part of these financial statements. Exopharm Limited Annual Report 2016 P a g e | 10 STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2016 Assets Current Assets Loan to shareholders Total Current Assets Liabilities Current Liabilities Loan from Shareholders Total Liabilities Net (Liabilities)/Assets Equity Issued capital Accumulated losses Total Equity Note 2016 $ 2015 $ 5 6 4(a) - - (196) (196) (196) 1,000 (1,196) (196) 50 50 - - 50 1,000 (950) 50 The accompanying notes form part of these financial statements. Exopharm Limited Annual Report 2016 P a g e | 11 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2016 Issued Capital Accumulated Losses Total Equity Balance as at 1 July 2014 Loss for the year Other comprehensive income, net of income tax Total comprehensive loss for the year $ 1,000 - - - Balance as at 30 June 2015 1,000 $ $ (714) (236) 286 (236) - - (236) (950) (236) 50 Issued Capital Accumulated Losses Total Equity $ $ $ Balance as at 1 July 2015 1,000 Loss for the year Other comprehensive income, net of income tax Total comprehensive loss for the year - - - (950) (246) - (246) Balance as at 30 June 2016 1,000 (1,196) 50 (246) - (246) (196) The accompanying notes form part of these financial statements. Exopharm Limited Annual Report 2016 P a g e | 12 STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2016 Note 2016 $ 2015 $ Cash flows from operating activities Payments to suppliers and employees Net cash (used in) operating activities Cash flows from investing activities Net cash (used in) investing activities Cash flows from financing activities Proceeds from loan from shareholders Proceeds from loan to shareholders Net cash provided by financing activities Net decrease in cash held Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year (246) (246) (236) (236) - - 196 50 246 - - - 236 - 236 - - - The accompanying notes form part of these financial statements. Exopharm Limited Annual Report 2016 P a g e | 13 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Preparation The financial report is a special purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Accounting Standards and Interpretations and complies with other requirements of the law. The financial report has also been prepared on a historical cost basis. Cost is based on the fair values of the consideration given in exchange for assets. The financial report is presented in Australian dollars. The Company is an unlisted private company, incorporated in Australia and operating in Australia. The principal activity of the Company during the year was investment in Biotechnology. (b) Adoption of new and revised standards Changes in accounting policies on initial application of Accounting Standards In the year ended 30 June 2016, the Director has reviewed all new and revised standards and interpretations issued by the AASB that are relevant to the Company and effective for the current annual reporting period. As a result of this review, the Director has determined that there is no material impact of the new and revised standards and interpretations on the Company and, therefore, no material change is necessary to the Company accounting policies. The Director has also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the period ended 30 June 2016. As a result of this review the Director has determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change necessary to Company accounting policies. (c) (d) Statement of compliance The financial report was authorised for issue on the date of the signed Directors Declaration. The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS). Critical accounting judgements and key sources of estimation uncertainty The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Exopharm Limited Annual Report 2016 P a g e | 14 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (e) (f) (g) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Cash and cash equivalents Cash comprises cash at bank and on hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Trade and other receivables Trade receivables are measured on initial recognition at fair value. Trade receivables are generally due for settlement within periods ranging from 15 days to 30 days. Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written off by reducing the carrying amount directly. An allowance account is used when there is objective evidence that the Company will not be able to collect all amounts due according to the original contractual terms. Factors considered by the Company in making this determination include known significant financial difficulties of the debtor, review of financial information and significant delinquency in making contractual payments to the Company. The amount of the impairment loss is recognised in the statement of comprehensive income within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the statement of comprehensive income. (h) Income tax The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary difference and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date. Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences except:  when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or  when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Exopharm Limited Annual Report 2016 P a g e | 15 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (h) Income tax (continued) Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:  when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or  when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. The Company has generated a deferred tax asset during the year however this has not been recognized as there is uncertainty as to whether the asset can be utilised in the future. (i) Other taxes Revenues, expenses and assets are recognised net of the amount of GST except:  when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and  receivables and payables, which are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. Exopharm Limited Annual Report 2016 P a g e | 16 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (j) Impairment of assets The Company assesses at each balance date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. 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. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease). An assessment is also made at each balance date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. There was no impairment in the current year. (k) (l) Trade and other payables Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. Trade and other payables are presented as current liabilities unless payment is not due within 12 months. Provisions Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate assets but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost. Exopharm Limited Annual Report 2016 P a g e | 17 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (m) Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. NOTE 2: EXPENSES Corporate fees NOTE 3: INCOME TAX (a) Income tax expense (b) Numerical reconciliation between tax-expense and pre-tax net loss (Loss) from ordinary activities Income tax (benefit) using the Company’s domestic tax rate of 30% (2015: 30%) Temporary differences not recognised Current period (loss) for which no deferred tax asset was recognised Income tax benefit attributable to entity 2016 $ 246 246 2016 $ - (246) (74) - 74 - 2015 $ 236 236 2015 $ - (236) (71) - 71 - Exopharm Limited Annual Report 2016 P a g e | 18 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 NOTE 4: ISSUED CAPITAL (a) Ordinary shares Balance at beginning of year Shares issued Less share issue costs Balance at end of year Movements in ordinary shares on issue Balance at beginning of year Shares issued Balance at end of year 2016 $ 2015 $ 1,000 1,000 - - - - 1,000 1,000 No. No. 100,000 100,000 - - 100,000 100,000 Ordinary shareholders entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the Company does not have a limited amount of authorised capital. NOTE 5: LOAN TO SHAREHOLDERS Loan to shareholders Balance at end of year The loan to shareholders is unsecured and non-interest bearing. NOTE 6: LOAN FROM SHAREHOLDERS Loan from shareholders Balance at end of year The loan from sharehoders is unsecured and non-interest bearing. 2016 $ - - 2016 $ 196 196 2015 $ 50 50 2015 $ - - Exopharm Limited Annual Report 2016 P a g e | 19 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 NOTE 7: FINANCIAL INSTRUMENTS Financial assets Loan to shareholders Balance at end of year Financial liabilities Loan from shareholders Balance at end of year 2016 $ 2015 $ - - (196) (196) 50 50 - - The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities. These are based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows. Weighted average effective interest rate % Less than 1 month $ 1 – 3 Months $ 3 months – 1 year $ 1 – 5 years $ 5+ years $ 2016 Non-interest bearing Variable interest rate instruments Fixed interest rate instruments 2015 Non-interest bearing Variable interest rate instruments Fixed interest rate instruments - - - - - - 196 - - 196 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Financial risk management objectives and policies: The Company has exposure to the following risks from their use of financial instruments: Liquidity risk Interest rate risk  Credit risk    Market risk  Capital risk This note presents information about the Company’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. The Board has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews and agrees policies for managing each of these risks and they are summarised below. Exopharm Limited Annual Report 2016 P a g e | 20 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 NOTE 7: FINANCIAL INSTRUMENTS (Continued) The Company’s principal financial instruments comprise loan to and from shareholders. The main purpose of the financial instruments is to provide working capital for the operations of the business. For the period under review, it has been the Company’s policy not to trade in financial instruments. (a) Credit risk management Credit risk refers to the risk that a counter-party will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company only transacts with entities that are rated the equivalent of investment grade and above. This information is supplied by independent rating agencies where available and, if not available, the Company uses publicly available financial information and its own trading record to rate its major customers and suppliers. The Company’s exposure and the credit ratings of its counter-parties are continuously monitored. Credit exposure is controlled by counterparty limits that are reviewed and approved by the Board annually. The Company does not have any significant credit risk exposure. The carrying amount of financial assets recorded in the financial statements, net of any allowance for losses, represents the Company’s maximum exposure to credit risk without taking account of the value of any collateral obtained. (b) Liquidity risk management Ultimate responsibility for liquidity risk management rests with the Board, who have built an appropriate liquidity risk management framework for the management of the Company’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves and banking facilities and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Company did not have any undrawn facilities at its disposal as at balance date. (c) Interest rate risk management The Company is not exposed to significant interest rate risk. (d) 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 Company is not exposed to market risk as at reporting date. (e) Capital Risk Management The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it may continue to provide returns for shareholders and benefits for other stakeholders. The primary source of Company funding is equity raisings. Accordingly, the objective of the Company’s capital risk management is to balance the current working capital position against the requirements to meet exploration programmes and corporate overheads. This is achieved by maintaining appropriate liquidity to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required. Exopharm Limited Annual Report 2016 P a g e | 21 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 NOTE 8: DIRECTORS AND EXECUTIVES DISCLOSURES (a) Key Management Personnel (KMP) The following persons were key management personnel of the Company during the financial year:  Ian E Dixon – Director. (b) KMP Compensation There were no KMP compensation paid in 30 June 2016 and 30 June 2015. (c) Outstanding balances The Company owed a KMP shareholder $196 as at the balance date (2016:$50 loan from KMP shareholder was outstanding). NOTE 9: EVENTS AFTER THE BALANCE DATE On 16 November 2016, the Company changed its name from Exsome Pty Ltd to Exopharm Pty Ltd. On 20 April 2018, 29,900,000 fully paid ordinary shares amounting to $2,990 were issued at $0.0001 per share. On 21 May 2018, 2,500,000 fully paid ordinary shares amounting to $25,000 were issued at $0.01 per share. On 8 June 2018, 3,000,000 fully paid ordinary shares amounting to $150,000 were issued at $0.05 per share. On 26 June 2018, the Company held a shareholder meeting, which approved, among other items, the change of business type, from a private limited company to a public company limited by shares. On 26 June 2018, Mr Parker was appointed Director and Company Secretary of the Company, while Dr Dixon resigned as Company Secretary. On 23 July 2018, 6,934,167 fully paid ordinary shares at $0.12 per share and on 10 August 2018, 3,065,833 fully paid ordinary shares at $0.12 per share to raise $1,200,000 in total (pre-costs). On 10 August 2018 the company type was changed to a public limited company, and the name of the Company was amended to Exopharm Limited. On 10 August 2018, the Company appointed Jason Watson as a director or the Company in the position of Non-Executive Chairman. NOTE 10: DIVIDENDS The directors of the Company have not declared any dividend for the year ended 30 June 2016. NOTE 11: COMMITTEMENTS AND CONTINGENCIES As at 30 June 2016, the Company has no commitments or contingent liabilities. Exopharm Limited Annual Report 2016 P a g e | 22 NOTE 12: AUDITORS REMUNERATION Fees paid to the Company Auditor – William Buck Audit Services No non audit services were provided during the financial year. 2016 $ 2015 $ 3,500 3,500 - - Exopharm Limited Annual Report 2016 P a g e | 24 Exopharm Limited Annual Report 2016 P a g e | 25 Exopharm Limited Annual Report 2016 P a g e | 26 

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