2022
Annual Report
For the Year Ended 30th June 2022
ASX : NTI
ACN 610 205 402
Contents
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss & Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Audit Report
ASX Additional Information
02
32
33
34
35
37
38
63
64
68
Corporate
Directory
Directors
Mark Davies
Non-Executive Chairman
Winton Willesee
Non-Executive Director
Allan Cripps
Non-Executive Director and Chief Scientist
Gerald Quigley
Non-Executive and Director of Public Relations
Company Secretary
Erlyn Dawson
Registered and Principal Office
Suite 5 CPC, 145 Stirling Highway
Nedlands WA 6009
Telephone: (08) 9389 3130
Website: www.neurotechinternational.com
Email: info@neurotechinternational.com
Auditors
BDO Audit (WA) Pty Ltd
Level 9, Mia Yellagonga Tower 2
5 Spring Street, Perth WA 6000
Share Registry
Automic Registry Services
Level 5/191 St Georges Terrace
Perth WA 6000
Telephone: 1300 288 664
Home Exchange
Australian Securities Exchange Ltd
Central Park, 152-158 St Georges Terrace
Perth WA 6000
ASX Code: NTI
2022 Annual Report • 1
Directors
Report
2 • Neurotech International
The Directors present their report
together with the financial report of
Neurotech International Limited and
its controlled entities (Group) for the
financial year ended 30 June 2022
and the Auditor’s Report thereon.
Board of Directors
The names and details of the Directors in office during the
financial period and until the date of this report are set out below.
Mark Davies
Non-Executive Chairman
Winton Willesee
Non-Executive Director
Allan Cripps
Non-Executive Director and Chief Scientist
Gerald Quigley
Non-Executive and Director of Public Relations
(appointed 7 July 2022)
Brian Leedman
Non-Executive Chairman (resigned 15 August 2022)
Krista Bates
Non-Executive Director (resigned 15 August 2022)
Principal Activities
Neurotech International Limited is a medical device and solutions
company conducting clinical studies to assess the neuro-
protective, anti-inflammatory and neuro-modulatory activities of its
proprietary cannabis strains. Neurotech is also commercialising
Mente, the world’s first home therapy that is clinically proven to
increase engagement and improve relaxation in autistic children
with elevated Delta band brain activity.
Dividends Paid or Recommended
The Directors of the Company do not recommend the payment of
a dividend in respect of the current financial year ended 30 June
2022 (2021: Nil).
Operating Results
The consolidated Group’s net loss after providing for income tax
for the year ended 30 June 2022 amounted to $3,362,241 (30 June
2021: $7,430,628). Refer Note 1(c) on the preparation of the
financial statements on a going concern basis.
2022 Annual Report • 3
Review of Operations
During the 2022 financial year, Neurotech was focused on delivering solutions for the treatment
of conditions that improve quality of life, involving clinical studies to assess the neuro-protective,
anti-inflammatory and neuro-modulatory activities of proprietary NTI/Dolce cannabis strains.
To complement its Mente technology, Neurotech continued to progress its clinical program,
conducting a world-first trial using the proprietary cannabis strain, NTI164, to treat Paediatric
Autism Spectrum Disorder (ASD) at Monash Children’s Hospital, Melbourne.
Landmark Paediatric ASD Study Using NTI1641
During the financial year period, NTI
conducted its landmark Phase I/II study in
paediatric ASD. The ongoing study has been
designed to rigorously assess the safety
and efficacy of NTI164 in a dose-escalation
regime and to evaluate behaviours, focus
and cognitive parameters using validated
neuropsychological tools. The study was
also designed to provide the foundation for
follow up studies in the treatment of further
neurological disorders such as Multiple
Sclerosis, Attention Deficit Hyperactivity
Disorder (ADHD), Motor Neuron Disease, Rett
Syndrome and Cerebral Palsy.
NTI164 is one of NTI’s proprietary cannabis
strains, exclusively licenced from Dolce
Cann Global (Ltd), in respect of neurological
applications and is the world’s first full-spectrum
medicinal cannabis product (less than 0.3% THC)
to be successfully studied in children with ASD.
The only drug currently approved by the FDA for
children with ASD is Risperidone. Given the NTI
trial results to date showed no serious adverse
side effects and significant positive outcomes,
the Company trusts it is well placed to make
significant inroads into the ASD treatment market.
Overall Study Design and Outline:
• Open-label study.
• The study population: Children aged between
eight years through to seventeen years that
have a medical diagnosis of Level II and III
Autism Spectrum Disorder (ASD) as confirmed
by the Autism Diagnostic Observational
Schedule (ADOS-2) criteria.
Study Primary Endpoints:
• Safety and tolerability - across dose regime
(5mg/kg, 10mg/kg, 15mg/kg and 20 mg/kg).
• Safety was monitored and measured by clinical
examination, full blood examinations, liver and
renal function tests in addition to parent/carer
and physician questionnaires.
Study Behavioural Endpoints:
• Efficacy was measured through parent/
carer and physician questionnaires to assess
parameters including, but not limited to:
• Anxiety
• Participation
•
Irritability
• Hyperactivity
• Mood, and
• Self-stimulation
In total, over 2,250 assessment points were
created through the landmark study.
4 • Neurotech International
1. ASX Announcement 12 May 2022 - Key Development in
Current Paediatric Autism Spectrum Disorder Study
“Wash Out Period”
Removed from ASD Study Design
In May 2022, Neurotech announced important
advancements relating to the study protocol
assessing NTI164 in children with autism
spectrum disorder (ASD). Due to the significant
number of requests from patient’s parents/
caregivers to the Principal Investigator and
Human Research Ethics Committee (HREC) at
Monash Children’s Hospital, the study protocol
was modified to accommodate the ongoing
treatment of study participants using NTI164.
The original study design was developed in line
with similar study protocols whereby participants
would undertake a “wash out period”, where they
reduce and subsequently stop taking the trial
treatment. However, due to the positive impact
that the treatment was having on the children’s
‘overall functioning’, patient’s parents and
caregiver requested that the “wash out” period
be removed from the study protocol. The patients
remained on the treatment and continue to be
monitored and treated under the guidance of
Prof. M. Fahey and the Neuro-psychology team
at Monash Children’s Hospital.
2022 Annual Report • 5
Preclinical Success with Targeted Combination Therapies
The Company conducted two combination
therapy preclinical trials during the 2022 financial
year. These studies add to NTI’s preclinical
portfolio, allowing the Company to build a strong
pipeline of combination pharmaceuticals utilising
market-leading off-patent generic actives that
have demonstrated efficacy and tolerability.
Importantly, NTI’s provisional patents include the
combination treatment and formulation.2
In order to further develop and commercialise
combination therapies, the Company plans to
accelerate commercial negotiations with potential
strategic partners. Details on these combination
trials are as follows:
NTI164 strain can significantly improve the efficacy of Prednisone
and Diclofenac when combined (using much lower dosages).
NTI164 + Prednisone
NTI164 + Diclofenac
Preclinical studies conducted in human
derived neuronal cells to assess the
proprietary combination formulation:
NTI164 + Prednisone (125, 25, 5uM).
Demonstrated: Studies have
demonstrated that combination formulation
is able to significantly reduce and normalize
levels of key inflammatory markers vs
prednisone alone.
Efficacy: When combined with NTI164,
prednisone efficacy was significantly
increased, showing a 33% in the reduction
of TNF-alpha and 87% reduction in the
suppression of IL-6. Reducing the prednisone
dose whilst achieving increased efficacy
(with NTI164 compared to prednisone alone)
could overcome many of the adverse side
effects that are directly related to the dosage
of prednisone.
Preclinical studies in human neuronal cells
to assess the proprietary combination
formulation: NTI164 + Diclofenac
(pharmaceutical active in VoltarenTM)
Demonstrated: The combination reduced
levels of key inflammatory biomarkers
associated with onset and development of
neuroinflammatory disorders.
Efficacy: When combined with NTI164,
Diclofenac’s effect was significantly
enhanced, showing a 93% reduction in the
expression of TNF-alpha, 80% reduction
in the expression of IL-6 as well as 38%
– 66% reduction in other key biomarkers.
Combination of NTI164 + Diclofenac could
overcome adverse side effects directly
related to dosage of Diclofenac.
2. ASX Announcement 14 October 2021 - Provisional Patent Lodgements
6 • Neurotech International
NTI164 + Diclofenac3
In June 2022, Neurotech reported positive
preclinical research demonstrating that NTI164
in combination with Diclofenac (the active
pharmaceutical ingredient in Voltaren™) can
significantly improve Diclofenac effect at low
doses (i.e. 5uM).
The results indicated that when NTI164 was
used in combination with (low dose) Diclofenac,
significant anti-inflammatory synergistic action
was seen. Lowering the Diclofenac dose while
Table 1: Summary of Results
increasing efficacy could alleviate many of the
negative side effects that are directly tied to
Diclofenac dosage.
These findings could have far-reaching
implications for the use of Diclofenac across a
variety of applications and give NTI an excellent
foundation on which to build strategic alliances
and extend its clinical portfolio.
Cytokine
Control
Inflammation
only
Diclofenac
Diclofenac
+ NTI164
Significance
Diclofenac vs
Diclofenac +
NTI164
% Reduction in
Inflammation
Diclofenac + NTI
versus Diclofenac
Cox 2
PROTEIN
0.755
+/- SEM
0.046
1
0
TNF-a
12.55
258.05
+/- SEM
IL-6
2.65
4.75
1.83
262.05
+/- SEM
9.4
42.25
IL-1a
31.25
+/- SEM
1.02
GM-CSF
46
+/- SEM
2.44
79.5
6.95
356.5
57.56
0.565
0.35
P=0.05
0.184
228.8
5.307
200.3
30.21
70.5
3.674
477.75
43.88
0.058
15.55
5.51
40.3
8.64
34
1.62
164.5
36.55
P<0.001
P<0.001
P<0.001
P=0.001
Results are expressed as: Average +/- SEM (standard error of mean)
Treatment groups include:
Control: PBS Buffer
Positive control: Inflammatory stimulation by Interferon gamma and Interleukin – 1B
activation Diclofenac concentration 5uM
Combination therapy: Diclofenac 5uM + NTI164 concentration 7.5ug/ml
38%
93%
80%
52%
66%
Result Analysis:
Calculated as % reduction in inflammation, Diclofenac versus Combination therapy (Diclofenac 5uM + NTI164 concentration 7.5ug/ml).
Student’s t-test was used for statistical analysis.
3. ASX Announcement 9 June 2022 - Preclinical Success with
Targeted Combination Therapies
2022 Annual Report • 7
NTI164 + Prednisone4
In December 2021, Neurotech reported that
NTI164 in combination with the commonly
prescribed corticosteroid drug, Prednisone can
significantly improve the efficacy of Prednisone
alone (even at low doses (i.e. 5uM). When
combined with Prednisone, NTI164 significantly
reduced and normalised the levels of key
inflammatory markers in human neuronal and
microglial cells.
These results could have significant applications
with regards to the use of Prednisone across a
variety of indications. By reducing the amount of
Prednisone dose needed to achieve the desired
effect could alleviate many of the side effects
directly related to the dosage of Prednisone.
These results provide NTI with an ideal platform
to progress strategic partnerships and further
expand its clinical trial portfolio.
PDN 5uM
concentration
PDN (5uM)+
NTI164
(7.5ug/ml)
Significance
PDN vs
PDN+NTI164
% Reduction in
inflammation using
combination
therapy versus
PDN alone
Table 2: Summary of Results
Biomarker
Analysis
Control
PBS
buffer
Inflammation
only:
Interleukin
& Interferon
activation
COX-2
PROTEIN
0.799
+/- SEM
0.075
1
0
TNF-a
20.33
45
+/- SEM
5.01
8.35
0.888
0.057
30.17
1.53
0.586
0.2
20.33
2.02
IL-6
9.5
366.33
228.5
30.33
+/- SEM
2.77
60.41
IL-1a
77.5
154.83
+/- SEM
38.66
33.11
11.53
144.5
27.54
25.27
69
22.52
GM-CSF
168.8
768.13
611.97
278.97
+/- SEM
83.29
294.36
375.14
138.58
P=0.0210
Significant
P=0.0105
Significant
P=0.0002
Highly
Significant
34%
33%
87%
P= 0.0213
Significant
53%
P=0.0398
Significant
54%
Results are expressed as: Average +/- SEM
(standard error of mean)
Treatment groups include:
Control: PBS Buffer
Positive control: Inflammatory stimulation by Interferon
gamma and Interleukin – 1B activation Prednisone (PDN)
concentration 5uM
Combination therapy: Prednisone (PDN) 5uM + NTI164
concentration 7.5ug/ml
Result Analysis: Calculated as % reduction in inflammation,
PDN versus Combination therapy (prednisone 5uM + NTI164
concentration 7.5ug/ml).
Student’s t-test was used for statistical analysis.
8 • Neurotech International
4. ASX Announcement 01 December 2021 - Preclinical Success
with Targeted Combination Therapies: Prednisone + NTI164
Composition
Lodged Oct 2021
Uniqueness of the NTI-164 strain
– composition profile with low THC
(<0.3%) and a unique combination
of ‘rarer’ cannabinoids: CBDA,
CBC, CBDP, CBDB & CBN
Combination
Lodged Oct 2021
The application, formulation
and use of NTI164
Provisional Patents5
In October 2021, Neurotech filed its first
strategic provisional patent applications
with IP Australia to underpin future worldwide
patent families in respect to research
conducted into the novel neuro-regulatory
and anti-inflammatory properties of the NTI/
Dolce medicinal cannabis strains. The two
provisional patents have been lodged to cover:
1. Composition of Matter - covering the
uniqueness of the NTI164 strain composition
profile with low THC (<0.3%) and a unique
combination of ‘rarer’ cannabinoids and;
2. The application, formulation, and use of the
strain in relation to the treatment of a broad
range of neuro-inflammatory disorders both on
its own and in conjunction with current broadly
available treatment options - ‘combination
treatment therapies’.
The provisional ‘composition patent’ relates to a
unique composition of six identified cannabinoids
with low THC (<0.3%). When taken together, these
cannabinoids work synergistically and have
been shown to suppress COX-2, IL2 and TNF-
alpha – molecules of the immune system that are
largely responsible for inflammation and pain in
the human body. As previously announced, the
ability to suppress these specific inflammatory
molecules differs significantly from standard
CBD isolate.
The ‘combination patent’ invention relates to
the NTI164 strain used in combination with an
additional active ingredient (already being used
to treat specific ailments). The invention also
relates to pharmaceutical compositions, dosage
forms and methods of treating neurological
disorders by administering the composition
to a patient.
5. ASX Announcement 13 October 2021
- Neurotech International | Provisional Patent Lodgements
2022 Annual Report • 9
Completion of Preclinical Studies
relating to Biomarkers involved
in Neuroinflammation6
In October 2021, Neurotech successfully
completed preclinical studies in collaboration
with RMIT University and Monash University
assessing the effects of NTI164 on modulating
neuro inflammatory Cytokines responses in cell
culture models. Cytokines play an important
role in the neuroinflammatory responses.
These studies are an expansion of the earlier
findings announced May 2021 in which NTI164
significantly suppressed the expression of COX-2
inhibition in human derived microglial cells.7
The results confirmed the potent
anti-inflammatory and neuro-regulatory
activity of the NTI164, specifically:
• NTI164 reduced the inflammatory cytokine
IL-12 by 44%, substantially outperforming
CBD alone (15% reduction) and CBD/THC in
combination (19% reduction)
• NTI164 reduced the inflammatory cytokine
TNF-alpha by 42%, outperforming CBD
alone (29% reduction) and CBD/ THC in
combination (25% reduction).
6. ASX Announcement 22 October 2021
- Successful completion of preclinical Multiple
Sclerosis studies using NTI164
7. ASX Announcment 25 May 2021 - NTI Strains
Demonstrat Potential Benefits for MS Management
10 • Neurotech International
Table 3: Summary of Results
Treatment
Cytokine
Results Expressed as:
Average +/- Standard Deviation
Statistical Significance
Reduction Compared
to Control Alone
Control: Interleukin
IL-12
99.91 +/- 12.88
(SD)
and Interferon
Activation
NTI164
N=8
TNF -alpha
IL-12
56.30 +/-18.24
N=8
TNF -alpha
58.28 +/- 15.08
N=8
CBD alone
IL-12
84.40 +/- 6.54
N=8
TNF -alpha
71.13 +/- 12.81
N=8
CBD /THC (1:1)
IL-12
80.77 +/- 12.23
N=8
TNF -alpha
74.49 +/- 14.30
N=8
44% reduction,
P=0.0001
42% reduction,
P<0.0001
15% reduction,
P=0.008
29% reduction,
P=0.0005
19% reduction,
P=0.008
25% reduction,
P=0.01
Assay details
•
•
•
Studies were carried out using Multiplex Quantitation System. The system allows for the accurate measurement of these
neuro-markers levels. Measurements are done via fluorescence and expressed as F1 values.
Positive controls: Interleukin and Interferon activity at 100%.
Results are compared to positive control expressed as 100% activation and CB, CBD | THC where applicable
NTI164 IL-12 P=0.0011 versus CBD alone 44% versus 15% (n=8)
Highly significant
NTI164 TNF-alpha P=0.0575 versus CBD alone 42% versus 29% (n=8)
Significant
NTI164 IL-12 P= 0.0069 versus CBD/THC combination 44% versus 19% (n=8)
Highly significant
NTI164 TNF-alpha P= 0.0446 versus CBD/THC combination 42% versus 25% (n=8)
Positive trend
2022 Annual Report • 11
Mente Device
Neurotech has continued the development,
and commercialisation of Mente, pursuing
its business model including engaging with
partners on sales and distribution, whilst also
using Mente as part of its cannabis research
to discover if a complimentary therapeutic
benefit occurs when used in conjunction with
the cannabis strains. It may also be used to
monitor the progress of certain subjects.
12 • Neurotech International
Corporate
Activity
Appointment of Chief Executive Officer8
In March 2022, Neurotech appointed Dr. Alexandra
Andrews as Chief Executive Officer. Dr. Andrews holds
a Doctor of Philosophy (Ph.D.) in Neuroscience from
the University of Western Australia and has expertise in
corporate development, investor engagement, product
development and commercialisation, clinical trials and
regulatory environments. Dr. Andrews has previous
experience as Director of Operations at NeuroScientific
Biopharmaceuticals Ltd.
Throughout her career, Dr. Andrews has worked closely
with clinical researchers, investors and entrepreneurs,
providing scientific and strategic input into clinical
development plans and overseeing manufacturing.
Dr. Andrews also brings commercial, transactional and
project management experience, including a previous
role at Linear Clinical Research where she focused
on attracting partnerships with US biotechnology and
pharmaceutical companies, as well as managing
trial logistics.
8. ASX Announcement 03 March 2022 - Appointment of Chief Executive Officer
2022 Annual Report • 13
Matters Subsequent to the
End of the Financial Year
Breakthrough Results with NTI164 in Paediatric ASD9
In July 2022, Neurotech announced breakthrough results from their landmark ASD study with successful
outcomes relating to the safety, tolerability, and efficacy of NTI164 on key behavioural parameters that
impact ASD patients.
The safety data concluded that NTI164 at 5, 10, 15 and 20mg/kg administered daily (divided into two
doses), was safe and well-tolerated in the study population. The efficacy data demonstrated statistical
significance at 28 days of treatment. 93% (13 out of 14 active patients) showed symptom improvement
relating to severity of illness after 28 days of daily treatment with NTI164. The results also indicated:
Global Improvement
64% of Patients
Much Improved
29% Minimally
Improved
7% of patients
had “no change”
Therapeutic Effect (Efficacy Index)
Two patients recorded
a Marked Therapeutic
Index Score of 2
Representing “Vast improvement”
meaning: complete or near
remission of all symptoms.
Ten patients recorded
a Moderate Therapeutic
Index Score of 5 & 6
Representing “Decided
Improvement” meaning:
partial remission of symptoms.
9. ASX Announcement 8 July 2022 – Breakthrough Results with NTI164 in Paediatric ASD
14 • Neurotech International
Importantly, parental/carer observations also
indicated consistent improvement in the trial
participant’s ‘overall functioning’ when compared
to baseline at the commencement of the trial.
The average rating for the severity of illness at
baseline was 4.4 (out of a score of 7 meaning
extremely ill and 1 meaning, not ill) and this
score was reduced to 3.6 after 28 days of
NTI164 treatment.
Specific instances of markedly improved
behaviours (i.e. reduction in fear, agitation and
anxiety) were observed and will be the key focus
of the upcoming Phase II/III registration trials due
to commence in calendar Q3 in 2022. The study
has been granted HREC approval to continue for
a further 54 weeks due to the positive therapeutic
effects of NTI164 combined with feedback from
parents and clinicians and their recent request
for no “washout” period. Safety and efficacy
assessments will continue.
NTI164 Phase I/II Trials
The Program
First in human Phase I/II ASD paediatric study (S8)
Commenced in May 2021 at Monash Children’s Hospital led by A/Prof. Michael Fahey
Open label – single group
20 patients from 8 to 17yo, Level II and III Autism Spectrum Disorder
Dose regime assessments
5mg/kg, 10mg/kg, 15mg/kg and 20mg/kg
2,250 Assessment points
Parameters Anxiety, Participation, Irritability, Hyperactivity, Mood and Self-stimulation
Outcomes
93% of patients showed improvement
Global Improvement
Therapeutic Effect (Efficacy Index)
64% of patients
“much improved”
29% of patients
“minimally improved”
7% of patients
“no change”
2 patients Therapeutic Index Score of 2
Vast Improvement – complete or near
remission of all symptoms
10 patients Therapeutic Index Score of 5 & 6
Decided improvement – Partial remission
of symptoms
2022 Annual Report • 15
Regulatory Pathway
The Company also initiated discussions with
the Therapeutics Good Administration (TGA) to
assess product scheduling and classification
for the Australian Market. In collaboration
with regulatory experts, the Company is now
mapping out a full regulatory development
roadmap/pathway for the registration and
commercialisation of NTI164 for ASD and
other neurological indications.
The Company has initiated pre–IND
(“Investigational New Drug”) discussions with the
FDA and is in the process of developing a clear
roadmap for product registration and commercial
development in the USA with an initial face to
face pre-IND meeting set for Q3 2022.
The anti-inflammatory properties
NTI strains in combination with
minimal presence of THC (< 0.3%)
provides clear pathways
to commercialisation:
Biopharmaceutical
•
FDA new drug registration
• Huge potential upside
•
Partnering/licensing
opportunities
Combination
•
FDA new drug registration
• Huge potential upside
•
Partnering/licensing
opportunities
16 • Neurotech International
Corporate
On 7 July 2022 the Company appointed Mr
Gerald Quigley as a Non-Executive Director.
On 15 August 2022 the Company appointed Dr
Thomas Duthy as a consultant to the Company
with a focus on investor relations and Strategic
Corporate Development. In addition, the Board
has made a commitment to appoint Dr Duthy as
an Executive Director, to assist the Company in
this capacity effective 1 September 2022.
On 15 August 2022 current Non-Executive
Director Mr Mark Davies was appointed as
Chairman of the Board and Mr Brian Leedman
and Ms Krista Bates resigned as Directors.
In addition to the above changes, the Company
announced that current Non-Executive Director
Professor Allan Cripps will be appointed as Chief
Scientist and Gerald Quigley will be appointed as
Director of Public Relations.
On 16 August 2022 the Company announced
the proposed issue of 20,000,000 options to Dr
Thomas Duthy and 5,000,000 options to Professor
Allan Cripps and 5,000,000 options to Mr Gerald
Quigly as an equity based incentive component
to their remuneration packages. These securities
are subject to shareholder approval at a future
General Meeting.
Other than detailed above, no other matters
or circumstances have arisen since 30 June
2022 that has significantly affected, or may
significantly affect the Group’s operations, the
results of those operations, or the Group’s state
of affairs in future financial years.
Significant Changes in State of Affairs
Other than detailed in the Review of Operations,
there were no significant changes in the state of
affairs of the Group during the financial year.
Impact of Covid-19 Global Pandemic
The impact of the Coronavirus (COVID-19)
pandemic is ongoing and is causing delay to
business development activities and meetings.
Whilst it has had limited financial impact for the
consolidated entity up to 30 June 2022, it is not
practicable to estimate the potential impact,
positive or negative, after the reporting date.
The situation is rapidly developing and is
dependent on measures imposed by the
Australian Government and other countries,
such as maintaining social distancing
requirements, quarantine, travel restrictions and
any economic stimulus that may be provided.
Outlook
In addition to the development of the NTI/
Dolce cannabis strains detailed above, the
Group remains committed to the development
of Mente. The Board is reviewing the options for
it to continue the development of Mente which
includes accessing sufficient funding in
a suitably attractive form to shareholders to
fund the continued development.
The overarching consideration of the Board is to
maximise the value of its assets for the benefit of
its shareholders.
AGM
The Company anticipates that it will hold its next
Annual General Meeting (‘AGM’) on or before 23
November 2022.
In accordance with ASX Listing Rule 3.13.1, the
closing date for the receipt of nominations from
persons wishing to be considered for election as
a director of the Company is 30 September 2022.
Any nominations must be received in writing no
later than 5.00pm (WST) on 30 September 2022
at the Company’s registered office.
Environmental Regulation
National Greenhouse and
Energy Reporting Act 2007
This is an Act to provide for the reporting
and dissemination of information related
to greenhouse gas emissions, greenhouse
gas projects, energy production and energy
consumption, and for other purposes.
The Entity is not subject to the National
Greenhouse and Energy Reporting Act 2007.
2022 Annual Report • 17
Board of Directors
Mark Davies – Non-Executive Chairman
Experience
and Expertise
Other Current
Directorships
Former
Directorships
in last 3 years
Special
Responsibilities
Interests in
Shares and
Options
Mark Davies graduated from the University of Western Australia with a Bachelor
of Commerce. He has over 20 years’ experience in trading, investment banking
and providing corporate advice. He worked at Montagu Stockbrokers before
co-founding investment banking firm Cygnet Capital and more recently 1861
Capital. Mark specialises in providing corporate advice and capital raising
services to emerging companies seeking business development opportunities
and funding from the Australian market.
None
None
Chairman of the Board (appointed 15 August 2022)
7,793,017 ordinary shares
2,000,000 unlisted $0.0189 options expiring 18 November 2022
2,000,000 unlisted $0.038 options expiring 30 November 2023
Winton Willesee – Non-Executive Director
Experience and
Expertise
Mr Willesee is an experienced company director and secretary with over 20
years’ experience in various roles within the Australian capital markets.
Mr Willesee has considerable experience with ASX listed and other companies
over a broad range of industries having been involved with many successful
ventures from early stage through to large capital development projects.
He has a core expertise in strategy, company development, corporate
governance, company public listings, merger and acquisition transactions and
corporate finance.
Mr Willesee holds a Master of Commerce, a Post-Graduate Diploma in
Business (Economics and Finance), a Graduate Diploma in Applied Finance
and Investment, a Graduate Diploma in Applied Corporate Governance, a
Graduate Diploma in Education and a Bachelor of Business. He is a Fellow of
the Financial Services Institute of Australasia, a Graduate of the Australian
Institute of Company Directors, a Member of CPA Australia and a Fellow of the
Governance Institute of Australia and the Institute of Chartered Secretaries and
Administrators/Chartered Secretary.
Non-Executive Chairman of New Zealand Coastal Seafoods Limited (ASX:NZS)
Chairman of UUV Aquabotix Ltd (ASX:UUV)
Non-Executive Director of Hvgrovest Ltd (ASX:HGV)
Non-Executive Director of Nanollose Limited (ASX:NC6)
Non-Executive Director of eSense Lab Ltd (ASX:ESE)
(resigned 21 September 2021)
5,132,436 ordinary shares
2,000,000 unlisted $0.0189 options expiring 18 November 2022
2,000,000 unlisted $0.038 options expiring 30 November 2023
Other Current
Directorships
Former
Directorships in
last 3 years
Interests in Shares
and Options
18 • Neurotech International
Allan Cripps – Non-Executive Director and Chief Scientist
Experience and
Expertise
Other Current
Directorships
Former
Directorships in
last 3 years
Special
Responsibilities
Professor Cripps is currently a Professor Emeritus in the School of Medicine
and Dentistry and the Menzies Health Institute Queensland at Griffith
University, Australia. He is a member of the Infection and Immunity Research
Team at the Menzies Health Institute Queensland at Griffith University,
Australia.
He is recognised nationally and internationally as a distinguished academic,
clinical scientist and health services leader and has made significant
contributions in immunology, vaccine development, diagnostics health services
delivery and professional health education. The focus of Professor Cripps’
research activities over the last 5 decades have been in the field of immunology
and inflammation. In 2015 he was awarded an Officer of the Order of Australia
(AO) in recognition of his contributions to mucosal immunization, public health
and higher education.
Professor Cripps has experience in the development of immunity in
children and mucosal immune mechanisms, in recent years he has made
a significant contribution to the field of immunology through translational
research and human clinical studies. Professor Cripps is also a co-inventor
on several patents in the fields of diagnostic technology and vaccine protein
antigens for respiratory infection. He has published over 325 peer reviewed
scientific papers and presented at many national and international scientific
conferences.
Non-Executive Director of BARD1 Life Sciences Limited
None
Chief Scientist (appointed 15 August 2022)
Interests in Shares
and Options
180,000 ordinary shares
500,000 unlisted $0.09 options expiring 12 May 2023
2022 Annual Report • 19
Gerald Quigley – Non-Executive Director and Director of Public Relations (Appointed 7 July 2022)
Experience and
Expertise
Mr Quigley is a Pharmacist and consumer health commentator. As a leading
media health commentator heard each week on television and radio stations
across Australia.
He has extensive knowledge relating to pharmaceutical and nutraceutical
product development, dispensing & marketing in addition to product
positioning within the relevant regulatory landscapes (e.g. TGA, FDA).
Mr Quigley holds a Bachelor of Pharmacy.
Other Current
Directorships
Former
Directorships in
last 3 years
Special
Responsibilities
Nil
Nil
Director of Public Relations (appointed 7 July 2022)
Interests in Shares
and Options
277,777 ordinary shares
Brian Leedman – Non-Executive Chairman (resigned 15 August 2022)
Experience and
Expertise
Other Current
Directorships
Former
Directorships
in last 3 years
Special
Responsibilities
Mr Leedman is formerly the Chairman (WA) of Ausbiotech, Founder and
Executive Director of ResApp Health, Founder of Oncosil Medical and
Biolife Sciences Limited (acquired by Imugene Limited) and Non-executive
Director of Alcidion Corporation and former Chairman of NeuroScientific
Biopharmaceuticals and former chairman of Nutritional Growth Solutions. He
holds a BEc and an MBA from the University of Western Australia and has over
15 years’ experience in the biotechnology sector.
Executive Director of ResApp Health Limited (ASX:RAP) appointed 18 May
2021
NGS Limited (ASX:NGS) (resigned 28 February 2022)
Chairman of the Board (until 15 August 2022)
Interests in Shares
and Options at
date of resignation
3,206,316 ordinary shares
10,000,000 unlisted $0.015 options expiring 31 October 2023
10,000,000 unlisted $0.02 options expiring 31 October 2023
20 • Neurotech International
Krista Bates – Non-Executive Director (resigned 15 August 2022)
Experience and
Expertise
Other Current
Directorships
Former
Directorships
in last 3 years
Interests in Shares
and Options at
date of resignation
Ms Bates is an experienced non-executive and executive director of listed
companies (Australian Stock Exchange and London Stock Exchange) and
various private companies in multiple jurisdictions. She is commercially
experienced, particularly talented in turnarounds, structuring, risk mitigation
and strategic roll-out of commercial initiatives. She has an exceptional legal
background with over 23 years’ experience in the legal market, with extensive
experience working in emerging markets in both a commercial and legal
capacity.
Ms Bates is currently a Non-executive Director of AusCann Holdings (ASX:AC8),
Australian Cannabis Ventures and Australia-Africa Minerals & Energy Group.
She was also a Corporate Partner at Lavan law firm. She is the founder of KB
Corporate Advisors which provides legal and corporate advisory services.
Non-executive Director of AusCann Holdings (ASX:AC8)
None
450,000 ordinary shares
500,000 unlisted $0.09 options expiring 12 May 2023
Company Secretary
Erlyn Dawson – Company Secretary
Experience and
Expertise
Mrs Dawson is an experienced corporate professional with a broad range of
corporate governance and capital markets experience, having been involved
with several public company listings, merger and acquisition transactions and
capital raisings for ASX-listed companies across a diverse range of industries.
Mrs Dawson began her career in corporate recovery and restructuring at
Ferrier Hodgson and is now the Managing Director of corporate services firm,
Azalea Consulting, which provides outsourced company secretarial, accounting
and administration services to a portfolio of ASX-listed companies.
Mrs Dawson holds a Bachelor of Commerce (Accounting and Finance) and a
Graduate Diploma in Applied Corporate Governance. She is a member of the
Governance Institute of Australia/Chartered Secretary.
2022 Annual Report • 21
Directors’ Meetings
Attendances by each Director during the year were as follows
Director
Mark Davies
Winton Willesee
Allan Cripps
Brian Leedman
Krista Bates
Gerald Quigley1 ¹
1. Appointed 7 July 2022
Number Eligible to Attend
Number Attended
7
7
7
7
7
n/a
7
7
7
7
6
n/a
22 • Neurotech International
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
This Remuneration Report outlines the Director and Executive remuneration arrangements of the Group and the Group
and has been audited in accordance with the requirements by section 308(3C) of the Corporations Act 2001 and the
Corporations Regulations 2001.
For the purposes of this report, Key Management Personnel of the Group are defined as those persons having authority
and responsibility for planning, directing and controlling the major activities of the Group and the Consolidated Entity,
directly or indirectly, including any Director (whether Executive or otherwise) of the Group.
Key Management Personnel disclosed in the Report
Names and positions held of Parent Entity Directors and Key Management Personnel in office at any time during the
financial year are:
Directors
Mark Davies
Non-Executive Chairman
Winton Willesee
Non-Executive Director
Allan Cripps
Brian Leedman
Krista Bates
Non-Executive Director and Chief Scientist
Non-Executive Chairman (resigned 15 August 2022)
Non-Executive Director (resigned 15 August 2022)
Remuneration Governance
The full Board filling the role of the Nomination and Remuneration Committee is responsible with respect to the
following:
(a) remuneration policies and practices;
(b) remuneration of the Executive Officer and Executive Directors;
(c) composition of the Board; and
(d) performance Management of the Board and of the Executive Officer.
Use of Remuneration Consultants
During the year, the Group has not required or used any remuneration consultants.
Executive Remuneration Policy and Framework
The full Board reviews and make recommendations regarding the following:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
strategies in relation to Executive remuneration policies;
compensation arrangements for the Chairman, Non-Executive Directors, CEO, and other Senior Executives as
appropriate;
performance related incentive policies;
the Group’s recruitment, retention and termination policies;
the composition of the Board having regard to the skills/experience desired and skills/experience represented;
the appointment of Board members;
the evaluation of the performance of the CEO;
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 23
PAGE 17
DIRECTORS’ REPORT
(h)
(i)
consideration of potential candidates to act as Directors; and
succession planning for Board members.
Key Management Personnel Remuneration Policy
The Board’s policy for determining the nature and amount of remuneration of Key Management Personnel for the
economic entity is as follows:
The remuneration structure for Key Management Personnel is based on a number of factors including particularly the
skills and experience of the individual concerned. The contracts for service between the Group and Key Management
Personnel are on a continuing basis, subject to review with the Board proposing a review in the immediate future. There
is no scheme to provide retirement benefits, other than statutory superannuation.
On appointment to the Board, all Executive and Non-Executive Directors enter into an agreement with the Group.
The structure of the performance-based elements of an Executive’s remuneration are designed to encourage retention
of the Executives while also rewarding short term performance of the individual and long-term performance of the
Group, and therefore contributing to the wealth of the Group’s shareholders. Executives are subject to an annual
performance review against objectives relevant to their role, and the performance against these objectives is used to
determine the amount of their annual short-term incentive bonus received.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
18
24 • Neurotech International
PAGE
DIRECTORS’ REPORT
Key Management Personnel Compensation
The compensation of the Group’s Key Management Personnel is disclosed below:
Short-term Benefits
Termination
Benefits
Share-based payment
2022 Key
Management
Person
Salary ($)
Bonus
($)
Post
Retirement
benefits ($)
Annual
leave
($)
Termination
Benefits ($)
Shares
Options
($)
($)
Total ($)
Performance
related
Total
Share
Based
Payments
($)
Directors
Brian
Leedman ³
120,000
Mark Davies
40,000
Winton
Willesee
40,000
Krista Bates ² ³
40,000
Allan Cripps ²
40,000
Management
Dr Alexandra
Andrews ¹
72,552
TOTAL
352,552
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,255
6,139
7,255
6,139
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
120,000
40,000
40,000
13,935
13,935
53,935
10,742
10,742
50,742
-
-
-
26%
21%
59,280
59,280
145,226
41%
83,957
83,957
449,904
¹ Refer Note 6 for details of share-based payments made to Dr Alex Andrews (CEO) during the financial period
Key details of Dr Andrews employment contract are as follows:
Appointment date:
Annual base salary:
Performance options:
Notice period:
8 March 2022
$250,000 inclusive of superannuation
15,000,000 options (refer note 6)
3 months by either party
² Options were issued to Directors in the prior financial period – refer below for valuation methodology and
assumptions
³ Resigned 15 August 2022
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
19
2022 Annual Report • 25
PAGE
DIRECTORS’ REPORT
Short-term Benefits
2021 Key
Management
Person
Salary
($)
Bonus ($)
Post
Retirement
benefits ($)
Annual
leave
($)
Termination
Benefits
Termination
Benefits ($)
Share-based payment
Shares
and
Share
Rights
($)
Options
($)
Total Share
Based
Payments
($)
Total ($)
Performance
related
DIRECTORS
Brian Leedman
¹
85,000
Mark Davies ² ³
43,600
Winton
Willesee ² ³
39,954
Krista Bates *
9,555
Allan Cripps *
4,758
Peter Griffiths ²
(19,222)
David Cantor ²
12,043
-
-
-
-
-
-
-
TOTAL
175,688
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
431,617
431,617
516,617
38,809
36,204
75,013
118,613
30,116
36,204
66,320
106,274
-
-
8,291
8,291
17,846
3,051
3,051
7,809
84,448
24,583
109,031
89,809
22,665
-
22,665
34,708
176,038
539,950
715,988
891,676
-
-
-
-
-
27%
-
¹ On 17 December 2020, pursuant to shareholder approval Mr Leedman was issued with 10,000,000 unlisted $0.015
options expiring 31 October 2023 and 10,000,000 unlisted $0.02 options expiring 31 October 2023. These were valued
at $431,617 using the Black-Scholes option valuation model with the following inputs:
Number of options in series
Grant date share price
Exercise price
Expected volatility
Option life
Dividend yield
Interest rate
10,000,000
$0.029
$0.015
112%
34 months
nil
0.11%
10,000,000
$0.029
$0.02
112%
34 months
nil
0.11%
² On 30 September 2020, ordinary shares were issued to directors in lieu of outstanding director’s fees following
shareholder approval. The remuneration expense was recorded at fair value of $0.013 per share, and the expense
recognised in the year ended 30 June 2020 was $283,500. The expense recognised in the financial year ended 30 June
2021 in order to reflect the fair value of the shares issued was $176,039.
³ On 17 December 2020, pursuant to shareholder approval Mr Davies and Mr Willesee were each issued with 2,000,000
unlisted $0.0038 options expiring 30 November 2023. These were valued at $36,204 for each director using the Black-
Scholes option valuation model with the following inputs:
Number of options in series
Grant date share price
Exercise price
Expected volatility
Option life
Dividend yield
Interest rate
4,000,000
$0.029
$0.038
112%
35 months
nil
0.11%
* On appointment as a director, the Company agreed to seek shareholder approval for the issue of 500,000 unlisted
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
20
26 • Neurotech International
PAGE
DIRECTORS’ REPORT
options to Ms Bates and Professor Cripps, exercisable at $0.09 and conditional on remaining a director until the 2021
Annual General Meeting. Shareholder approval for the issue of these options was approved at the 2021 Annual General
Meeting. The options were valued using the using the Black-Scholes option valuation model with the following inputs:
Number of options in series
Grant date share price
Exercise price
Expected volatility
Option life
Dividend yield
Interest rate
Valuation
Ms Bates
500,000
$0.076
$0.09
120%
25 months
nil
0.1%
$22,078
Prof Cripps
500,000
$0.055
$0.09
120%
23 months
nil
0.1%
$13,662
Equity Instruments Disclosure Relating to Key Management Personnel
Shares:
Number of shares held by Parent Entity Directors and other Key Management Personnel of the Group, including their
personally related parties, are set out below.
Name
Directors
Mark Davies
Winton Willesee
Allan Cripps
Gerald Quigley
Alexandra Andrews
Brian Leedman
Krista Bates
Total
Balance at the
start of the
year
Acquired as
part of
remuneration
Acquired
on market
Disposed
Other Balance at the
end of the
year
7,793,017
5,132,436
-
-
-
3,206,316
270,000
16,401,769
-
-
-
-
-
-
-
-
-
-
180,000
-
-
-
180,000
360,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,793,017
5,132,436
180,000
-
-
3,206,316
450,000
16,761,769
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
21
2022 Annual Report • 27
PAGE
DIRECTORS’ REPORT
Options
Number of options held by Parent Entity Directors and other Key Management Personnel of the Group, including their
personally related parties, are set out below.
Name
Mark Davies
Winton Willesee
Allan Cripps
Gerald Quigley
Alexandra Andrews
Brian Leedman
Krista Bates
Total
Balance at the
start of the year
Acquired as
part of
remuneration
Disposed
Other Balance at the
end of the
year
4,000,000
4,000,000
500,000
-
-
20,000,000
500,000
-
-
-
-
15,000,000
-
-
29,000,000
15,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,000,000
4,000,000
500,000
-
15,000,000
20,000,000
500,000
44,000,000
Voting and comments made at the Group’s 2021 Annual General Meeting
The Group received a 98.82% “yes” votes on its remuneration report for the 2021 financial year (2020: 99.37% yes).
The Group did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
22
28 • Neurotech International
PAGE
DIRECTORS’ REPORT
Transactions with Related Parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than those
available to other parties unless otherwise stated.
For the year ended 30 June 2022 the aggregate amount recognised during the year relating to Directors, Key
Management Personnel and their related parties were as follows.
Director
Transaction
Transactions value for
the year ended 30 June
Balance outstanding as
at 30 June
Winton Willesee (Director and
Shareholder (via an associated entity)
of Azalea Consulting Pty Ltd)
Winton Willesee (Director and
Shareholder (via an associated entity)
of Valle Corporate Pty Ltd)
Corporate
administration
services
Bookkeeping
and accounting
services
2022 ($)
2021 ($)
2022 ($)
2021 ($)
90,200
124,120
25,850
-
21,058
21,409
1,955
918
Total
111,258
145,529
27,805
918
Payments to Azalea Consulting Pty Ltd (director related entity of Winton Willesee) for corporate administration services
including company secretarial and accounting services and front and registered office services. Payments to Valle
Corporate Pty Ltd (director related entity of Winton Willesee) for bookkeeping and financial reporting services fees.
This is the end of the Audited Remuneration Report.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
23
2022 Annual Report • 29
PAGE
INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a)
Indemnification
The Group has agreed to indemnify the current Directors and Group Secretary of the Group against all liabilities
to another person (other than the Group or a related body corporate) that may arise from their position as
Directors and Group Secretary of the Group, except where the liability arises out of conduct involving a lack of
good faith.
The Agreement stipulates that the Group will meet to the maximum extent permitted by law, the full amount
of any such liabilities, including costs and expenses.
(b)
Insurance Premiums
During the year ended 30 June 2022, the Company paid insurance premiums in respect of Directors and Officers
Liability Insurance for Directors and Officers of the Company. The liabilities insured are for damages and legal
costs that may be incurred in defending civil or criminal proceedings that may be brought against the Directors
and Officers in their capacity as Directors and Officers of the Company to the extent permitted by the
Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the
amount of the premium.
NON-AUDIT SERVICES
No non-audit services were provided by the Group’s auditor during the year ended 30 June 2022 or 30 June
2021.
INDEMNITY AND INSURANCE OF AUDITOR
The Group has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor
of the Group or any related entity against a liability incurred by the auditor. During the financial year, the Group
has not paid a premium in respect of a contract to insure the auditor of the Group or any related entity.
CORPORATE GOVERNANCE
The Board is responsible for the overall corporate governance of the Group, and it recognises the need for the
highest standards of ethical behaviour and accountability. It is committed to administrating its corporate
governance structures to promote integrity and responsible decision making.
The Group’s corporate governance structures, policies and procedures are described in its Corporate
Governance Statement which is available at the Group’s website at:
http://neurotechinternational.com/investor-centre/corporate-governance
SHARES
As at the date of this report there are 697,699,126 (2021: 696,819,126) ordinary shares on issue.
30 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 24
OPTIONS
All options granted confer a right of one ordinary share for every option held. The Group has the following
unlisted options on issue as at 30 June 2022:
Grant Date
Expiry Date
Exercise Price
Balance at end of the
year
Vested and
exercisable
18/11/2019
18/11/2024
18/11/2019
18/11/2024
18/11/2019
18/11/2022
06/04/2020
31/01/2023
30/09/2020
31/01/2023
17/12/2020
31/10/2023
17/12/2020
31/10/2023
17/12/2020
30/11/2023
22/12/2020
22/12/2022
12/05/2021
12/05/2023
01/03/2022
10/03/2024
01/03/2022
10/03/2024
01/03/2022
10/03/2024
($)
$0.0589
$0.0199
$0.0189
$0.005
$0.010
$0.015
$0.020
$0.038
$0.030
$0.090
$0.080
$0.120
$0.160
Number
6,500,000
5,429,754
10,000,000
16,590,356
33,000,000
10,000,000
10,000,000
4,000,000
6,620,000
Number
6,500,000
5,429,754
10,000,000
16,590,356
33,000,000
10,000,000
10,000,000
4,000,000
6,620,000
11,000,000
11,000,000
5,000,000
5,000,000
5,000,000
-
-
-
128,140,110
113,140,110
AUDITOR’S INDEPENDENCE DECLARATION
The Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 for the
year ended 30 June 2022 has been received and can be found on page 27.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the
Corporations Act 2001.
Signed on behalf of the Board of Directors.
Winton Willesee
Non-Executive Director
Dated at Perth, Western Australia, 31 August 2022
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 31
PAGE 25
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 26
Auditor’s Independence Declaration
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY GLYN O’BRIEN TO THE DIRECTORS OF NEUROTECH
INTERNATIONAL LIMITED
As lead auditor of Neurotech International Limited for the year ended 30 June 2022, I declare that, to
the best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Neurotech International Limited and the entities it controlled during
the period.
Glyn O’Brien
Director
BDO Audit (WA) Pty Ltd
Perth, 31 August 2022
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
limited by a scheme approved under Professional Standards Legislation
32 • Neurotech International
Consolidated Statement of Profit or Loss and Other Comprehensive Income
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2022
CONSOLIDATED
Notes
30 June 2022 ($)
30 June 2021 ($)
CONTINUING OPERATIONS
Revenue
Other income
Cost of sales
Obsolete stock write-off / (write back)
Professional consultant and advisory expenses
Professional legal expenses
Corporate and administration expenses
Depreciation and amortisation expenses
Finance expenses
Advertising and marketing expenses
Employee benefits expense
Share based payments expense
Research expense
Equipment and materials direct cost
Other expenses
LOSS BEFORE INCOME TAX
Income tax benefit
LOSS AFTER INCOME TAX
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss:
3
4
5
5
6
7
8
38,262
569,842
(6,523)
(26,857)
206,144
19,527
(16,233)
50,565
(304,192)
(381,518)
(59,896)
(19,183)
(346,180)
(269,308)
(588)
(1,369)
(12,478)
-
(1,709)
(12,510)
(538,838)
(414,639)
(83,957)
(1,216,843)
(2,578,153)
(5,357,814)
(669)
(10,645)
(13,992)
(3,115)
(3,362,241)
(7,430,628)
-
-
(3,362,241)
(7,430,628)
-
-
Exchange difference on translation of foreign operations
25,409
(26,702)
Total comprehensive loss for the period
(3,336,832)
(7,457,330)
Basic loss per share (cents per share)
23
(0.48)
(1.51)
The Consolidated Statement of Profit or Loss and Other Comprehensive Income are to be read in conjunction
with the accompanying notes.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 33
PAGE 27
Consolidated Statement of Financial Position
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
CONSOLIDATED
Notes
30 June 2022 ($)
30 June 2021 ($)
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Prepayments
Inventories
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Contingent consideration
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed Equity
Reserves
Accumulated Losses
TOTAL EQUITY
11
12
13
14
15
16
17
1,895,431
4,827,370
99,483
18,238
7,202
142,860
35,654
-
2,020,354
5,005,884
2,617
2,617
-
-
2,022,971
5,005,884
592,980
592,980
-
-
592,980
1,429,991
349,418
349,418
795,000
795,000
1,144,418
3,861,466
25,776,778
4,349,318
25,750,378
3,444,952
(28,696,105)
(25,333,864)
1,429,991
3,861,466
The Consolidated Statement of Financial Position is to be read in conjunction with the accompanying notes.
34 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 28
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED
Consolidated Statement of Changes In Equity for the Year Ended 30 June 2022
30 JUNE 2022
Contributed
Equity ($)
Accumulated
Losses ($)
Share-based
Payment
Reserve ($)
Foreign
Currency
Translation
Reserve ($)
Total ($)
FINANCIAL YEAR ENDED 30 JUNE 2022
Balance at 1 July 2021
25,750,378
(25,333,864)
3,394,103
50,849
3,861,466
(Loss) for the year
Exchange Difference
Total comprehensive (loss)
Transactions with equity holders in their
capacity as equity holders
Share issues on conversion of options
(Note 15)
Share based payments (Note 6)
Options issued to Dolce Cann (Note 14)
-
-
-
(3,362,241)
-
(3,362,241)
26,400
-
-
-
-
-
-
-
-
-
83,957
795,000
-
(3,362,241)
25,409
25,409
25,409
(3,336,832)
-
-
-
26,400
83,957
795,000
Balance at 30 June 2022
25,776,778
(28,696,105)
4,273,060
76,258
1,429,991
The Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 35
PAGE 29
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED
Consolidated Statement of Changes In Equity for the Year Ended 30 June 2022
30 JUNE 2022
Contributed
Equity ($)
Accumulated
Losses ($)
Share-based
Payment
Reserve ($)
Foreign
Currency
Translation
Reserve ($)
Total ($)
FINANCIAL YEAR ENDED
30 JUNE 2021
Balance at 1 July 2020
15,498,123
(17,903,236)
1,681,269
77,551
(646,293)
-
-
-
(7,430,628)
-
(7,430,628)
-
(7,430,628)
(26,702)
(26,702)
(26,702)
(7,457,330)
(Loss) for the year
Exchange Difference
Total comprehensive (loss)
Transactions with equity holders in
their capacity as equity holders
Share issues
Shares Issued to Directors
Share based payments – Note 6
Options issued for acquisition of
Dolce Cann licence
Options issued to Merchant Capital
Options issued to Max Capital
10,465,844
459,539
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,040,904
441,896
207,535
22,499
-
-
-
-
-
-
-
-
10,465,844
459,539
1,040,904
441,896
207,535
22,499
(673,128)
3,861,466
Share issue costs
(673,128)
Balance at 30 June 2021
25,750,378
(25,333,864)
3,394,103
50,849
The Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes.
36 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 30
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED
Consolidated Statement of Cash Flows for the Year Ended 30 June 2022
30 JUNE 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Other receipts
CONSOLIDATED
Notes
30 June 2022 ($)
30 June 2021 ($)
38,262
569,333
71,953
19,527
Payments to suppliers and employees
(3,561,846)
(2,406,433)
Interest paid
Interest received
(1,369)
486
(1,709)
134
NET CASH USED IN OPERATING ACTIVITIES
18
(2,955,134)
(2,316,528)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment
NET CASH USED IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Proceeds from issue of options
Payment of share issue costs
Repayment of borrowings
(3,205)
(3,205)
26,400
-
-
-
NET CASH PROVIDED BY FINANCING ACTIVITIES
26,400
-
-
7,620,629
200
(443,479)
(46,582)
7,130,768
Net increase/(decrease) in cash held
(2,931,939)
4,814,240
Effect of foreign exchange on cash balances
Cash and cash equivalents at beginning of financial year
Cash and cash equivalents at end of financial year
11
-
4,827,370
1,895,431
772
12,358
4,827,370
The Consolidated Statement of Cash Flows is to be read in conjunction with the accompanying notes.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2021
2022 Annual Report • 37
PAGE 31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The primary accounting policies adopted in the preparation of the Financial Statements are set out below. These
policies have been consistently applied to all years presented, unless otherwise stated.
(a) General Information
Neurotech International Limited (Company) or (Entity) is a public Company limited by shares, incorporated in
Australia with operations in Malta. The Consolidated Financial Report of the Company as at and for the year ended
30 June 2022 comprises the Company and its subsidiaries (together referred to as the ‘Consolidated Entity’ or
‘Group’).
Neurotech International Limited is a medical device and solutions company conducting clinical studies to assess
the neuro-protective, anti-inflammatory and neuro-modulatory activities of its proprietary cannabis strains.
Neurotech is also commercialising Mente, the world’s first home therapy that is clinically proven to increase
engagement and improve relaxation in autistic children with elevated Delta band brain activity.
The nature of the operations and principal activities of the Consolidated Entity are described in the Directors’
Report.
(b) Basis of Preparation
The financial report is a general-purpose financial report which has been prepared in accordance with Australian
Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the
Corporations Act 2001. Neurotech International Limited is a for profit entity for the purpose of preparing the
Financial Statements.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial
report containing relevant and reliable information about transactions, events and conditions. Compliance with
Australian Accounting Standards ensures that the financial statements and notes also comply with International
Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the preparation of
this financial report are presented below and have been consistently applied.
(i)
Compliance with IFRS
The Financial Statements of the Group also comply with International Financial Reporting Standards (IFRSs) and
interpretations adopted by the International Accounting Standard Board (IASB).
The Financial Statements were approved by the Board of Directors on 31st August 2022.
(ii)
Historical cost convention
The financial report has been prepared on an accrual basis and is based on historical costs modified by the
revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of
accounting has been applied. All amounts are presented in Australian dollars, unless otherwise noted.
(iii)
Comparatives
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
38 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(c) Going Concern
The Directors are satisfied that the going concern assumption has been appropriately applied in preparing the
financial statements and the historical financial information has been prepared on a going concern basis, which
contemplates the continuity of normal business activity and the realisation of assets and the settlement of
liabilities in the normal course of business.
For the year ended 30 June 2022 the Group made an operating loss of $3,362,241 (2021: loss of $7,430,628), had
cash outflows from operating activities of $2,955,135 (2021: $2,316,528). The Company had cash on hand as at
30 June 2022 of $1,895,431 (2021: $4,827,370) and net assets of $1,429,991 (2021: $3,861,466).
The consolidated entity’s ability to continue as a going concern is dependent on raising further capital along with
reducing costs and the cash impact of its costs. These factors indicate material uncertainty which may cast
significant doubt as to whether the consolidated entity will continue as going concern and therefore whether they
will realise their assets and extinguish their liabilities in the normal course of business and at the amounts stated
in the financial report.
The Directors believe that there are reasonable grounds to believe that the Company and consolidated entity will
continue as going concern, after consideration of the following factors:
-
-
-
The Company has the ability to issue additional shares (or other securities) under the Corporations Act
2001 to raise further working capital and has been successful in doing this previously, as evidenced by
the successful shares issued in the recent financial years;
The Company may be able to access funding for its activities at the project level via investments or grants
or a combination of both; and
The consolidated entity has the ability to scale down its operations in order to curtail expenditure, in the
event capital raisings are delayed or insufficient cash is available to meet projected expenditure.
Accordingly, the Directors believe that the consolidated entity will be able to continue as going concerns and that
it is appropriate to adopt the going concern basis in the preparation of the financial report.
The consolidated entity’s ability to continue as a going concern is mainly dependent on its ability to obtain
additional working capital through the issue of equity as and when required.
Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge
its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the
financial statements and that the financial report does not include any adjustments relating to the recoverability
and classification of recorded asset amounts or liabilities that might be necessary should the Group not continue
as a going concern.
(d)
Impact of the adoption of new Accounting Standards
There were no new accounting Standards adopted by the Group during the financial year.
Significant Accounting Judgments, Estimates and Assumptions
The preparation of the Financial Statements requires Management to make judgments, estimates and
assumptions that affect the reported amounts in the Financial Statements. Management continually evaluates its
judgments and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses.
Management bases its judgments and estimates on historical experience and on other various factors it believes
to be reasonable under the circumstances, the result of which form the basis of the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future
periods affected.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 39
PAGE 33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
Information about significant areas of estimation uncertainty and critical judgments in applying accounting policies
that have the most significant effect on the amount recognised in the Financial Statements are outlined below:
(i)
Share based payments
The Group measures the cost of equity settled transactions with employees by reference to the fair value of equity
instruments at the date at which they are granted. The fair value is determined using a Black-Scholes option pricing
model, inputs used in valuing share-based payments, including options, are estimates.
(ii)
Treatment of costs incurred for Research and Development
The Group’s consideration of whether its internal projects to develop medical devices are in a research phase or
development phase involves significant judgement.
The Group considers a project to be in a development phase when the following can be demonstrated:
•
•
•
•
•
•
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
there is intention to complete the project;
the existence of a market to be able to sell output resulting from the completion of the project;
how the intangible asset will generate probable future economic benefits;
there is adequate technical, financial and other resources available to complete the development and to
use or sell the intangible asset; and
expenditure attributable to the project can be reliably measured.
When the above 6 criteria are met, the Group will recognise an intangible asset in relation to the project, otherwise
costs incurred to date on the project are expensed as incurred.
(e)
Principles of Consolidation
The Consolidated Financial Statements incorporate the assets and liabilities of all the subsidiaries that Neurotech
International Limited (‘the Parent Entity’) has the power to control the Consolidated Entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the Consolidated Entity and has the ability
to affect those returns through its power to direct the activities of the Consolidated Entity, the financial and
operating policies as at 30 June 2022 and the results of all subsidiaries for the year ended 30 June 2022. All
intercompany balances and transactions between the Group and the Consolidated Entity, including any unrealised
profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed
where necessary to ensure consistencies with those policies applied by the Group.
Subsidiaries
Subsidiaries are all entities controlled by the Consolidated Entity. The Financial Statements of subsidiaries are
included in the Consolidated Financial Statements from the date that control commences until the date that
control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the
policies adopted by the Group.
In the Company’s Financial Statements, investments in subsidiaries are carried at cost. The Financial Statements
of the subsidiary are prepared for the same reporting period as the Group, using consistent accounting policies.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-
consolidated from the date that control ceases.
In preparing the Consolidated Financial Statements, all intercompany balances and transactions, income and
expenses and profit or losses resulting from inter-entity transactions have been eliminated in full. Unrealised
losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group. The investments in subsidiaries held by Neurotech International Limited are accounted for
at cost in the separate Financial Statements of the Group less any impairment charges. The acquisition of
subsidiaries is accounted for using the acquisition method of accounting. The acquisition method of accounting
40 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
involves allocating the cost of the business combination to the fair value of the assets acquired and the liabilities
and contingent liabilities assumed at the date of acquisition.
(f)
Foreign Currency translation
Functional and presentation currency
Items included in the Financial Statements of each of the Group entities are measured using the currency of the
primary economic environment in which the Entity operates (‘the functional currency’). The Consolidated Financial
Statements are presented in Australian dollars (A$), which is Neurotech International Limited’s functional and
presentation currency. The functional currency of the subsidiaries of Neurotech International Limited incorporated
in Malta is the Euro (EUR€).
Foreign currency transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the rate of exchange ruling at the reporting date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value was determined.
Translation of Foreign Operations
The Statement of Profit or Loss and Other Comprehensive Income is translated at the average exchange rates for
the year.
The exchange differences arising on the translation are taken directly to a separate component of equity. On
disposal of the foreign entity, the deferred cumulative amount recognised in equity relating to that foreign
operation will be recognised in the Statement of Profit or Loss and Other Comprehensive Income.
(g) Revenue recognition
The Group’s revenue is substantially from the sale of Mente devices, which to date are principally sold through
Distributors which Neurotech has Distribution Agreements with Sales are recognised when control of the products
has transferred, being when the products are delivered to the distributor, the distributor has full discretion over
the channel and price to sell the products, and there is no unfulfilled obligation that could affect the distributor’s
acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the
risks of obsolescence and loss have been transferred to the distributor, and either the distributor has accepted the
products in accordance with the distribution agreement, the acceptance provisions have lapsed, or the group has
objective evidence that all criteria for acceptance have been satisfied.
With the exception of devices which are defective, Distributors are not able to return devices to Neurotech, that
is, there is no “Right of Return”, consequentially it is not necessary for the Group to consider the probability of
units being returned which would lead to the recognition of a refund liability, and a right of return asset.
(h) Other income
Interest Income
Interest income is recognised using the effective interest method. The effective interest method uses the effective
interest rate which is the rate that exactly discounts the estimated future cash receipts over the expected life of
the financial asset.
Research and development grants
Government grants relating to research and development activities are recognised when received.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 41
PAGE 35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
Government Grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the
grant will be received, and the group will comply with all attached conditions. Government grants relating to the
purchase of property, plant and equipment are included in non-current liabilities as deferred income and are
credited to profit or loss on a straight-line basis over the expected lives of the related assets.
Government grants relating to costs are deferred and recognised in the profit or loss over the period necessary
to match them with the costs that they are intended to compensate.
(i)
Research and development
Research expenditure is recognised as an expense as incurred.
Costs incurred on development projects (relating to the design and testing of new or improved products) are
recognised as intangible assets when it is probable that the project will, after considering its commercial and
technical feasibility, be completed and generate future economic benefits and its costs can be measured reliably.
The expenditure capitalised comprises all directly attributable costs, including costs of materials, services, direct
labour and an appropriate proportion of overheads.
Other development expenditures that do not meet these criteria are recognised as an expense as incurred.
Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset
is ready for use.
(j)
Income Tax Expenses or Benefit
The income tax expense or benefit (revenue) for the period is the tax payable on the current period's taxable
income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences between the tax base of assets and liabilities and their carrying
amounts in the Financial Statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for all temporary differences, between carrying amounts of assets
and liabilities for financial reporting purposes and their respective tax bases, at the tax rates expected to apply
when the assets are recovered or liabilities settled, based on those tax rates which are enacted or substantively
enacted for each jurisdiction. Exceptions are made for certain temporary differences arising on initial recognition
of an asset or a liability if they arose in a transaction, other than a business combination, that at the time of the
transaction did not affect either accounting profit or taxable profit. Deferred tax assets are only recognised for
deductible temporary differences and unused tax losses if it is probable that future taxable amounts will be
available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and
tax bases of investments in controlled entities, associates and interests in joint ventures where the Parent Entity
is able to control the timing of the reversal of the temporary differences and it is probable that the differences will
not be reversed in the foreseeable future. Current and deferred tax balances relating to amounts are recognised
directly in equity.
Neurotech International Limited and its resident subsidiaries have unused tax losses. However, no deferred tax
balances have been recognised, as it is considered that asset recognition criteria have not been met at this time.
(k)
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities
of three months or less that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the
Statement of Financial Position.
42 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(l)
Inventories
Inventories consist of autism related neurofeedback medical equipment being held for resale and are valued at
the lower of cost and net realisable value. Cost is determined on the first-in first-out basis. Net realisable value
is the estimate of the selling price in the ordinary course of business, less the expected selling expenses.
(m) Trade and Other Receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any provision for impairment. Trade receivables are generally due for settlement
within 30 days. Collectability of trade receivables is reviewed on an ongoing basis. The Group applies the AASB 9
simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade
receivables. Customers with heightened credit risk are provided for specifically based on historical default rates
and forward-looking information. Trade receivables are written off when there is no reasonable expectation of
recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a
debtor to engage in a repayment plan with the Group. Other receivables are recognised at amortised cost, less
any provision for impairment.
(n)
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost,
which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at
or before the commencement date net of any lease incentives received, any initial direct costs incurred, and,
except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and
removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated
useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset
at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to
impairment or adjusted for any re-measurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases
with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to
profit or loss as incurred.
(o)
Lease Liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the
present value of the lease payments to be made over the term of the lease, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate.
Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that
depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a
purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination
penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in
which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are
remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate
used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease
liability is remeasured, an adjustment is made to the corresponding right-of use asset or to profit or loss if the
carrying amount of the right-of-use asset is fully written down.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 43
PAGE 37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(p)
Financial Assets
Classification
All the Group’s financial assets are classified in the category of “financial assets at amortised cost”. Management
determines the classification of financial assets at initial recognition.
Measurement
Loans and receivables are non‑derivative financial assets with fixed or determinable payments that are not quoted
in an active market. 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.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest rate method, less provision for impairment. The fair value of trade receivables and payables is
their nominal value less estimated credit adjustments.
(q) Property, Plant and Equipment
Items of property, plant and equipment are initially recorded at historical cost less accumulated depreciation.
Depreciation is calculated on the straight-line method to write off the cost of the assets to their residual values
over their estimated useful life.
The annual rates used for this purpose, which are consistent with those used in previous years, are as follows:
Furniture and fittings
Computer equipment and software
Medical and other equipment
20%
20-25%
25%
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that the future economic benefits associated with the item will flow to the Group and the
cost can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and
maintenance are charged to the Statement of Profit or Loss and Other Comprehensive Income during the financial
year in which they are incurred.
The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial
position date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in
the income statement. When revalued assets are sold, the amounts included in other reserves are transferred to
retained earnings.
(r)
Intangible assets
Project Development Costs
Development costs that are directly attributable to the design and testing of identifiable and unique medical
equipment products controlled by the Group are recognised as intangible assets when the following criteria are
met:
it is technically feasible to complete the product so that it will be available for use;
•
• management intends to complete the product and use or sell it;
•
•
•
there is an ability to use or sell the product;
it can be demonstrated how the product will generate probable future economic benefits;
adequate technical, financial and other resources to complete the development and to use or sell the
44 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
product are available; and
the expenditure attributable to the product during its development can be reliably measured.
•
Directly attributable costs that are capitalised as part of the medical equipment product include the development
employee costs and an appropriate portion of relevant overheads. Other development expenditures that do not
meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an
expense are not recognised as an asset in a subsequent period. Medical equipment product development costs
recognised as assets are amortised over their estimated useful lives, which does not exceed five years.
Patents and trademarks
Patents and trademarks are capitalised on the basis of the costs incurred to acquire and bring to use the respective
medical equipment. These costs are amortised over their estimated useful lives of 5 to 15 years. Significant costs
associated with patents and trademarks are deferred and amortised on a straight-line basis over the period of
their expected benefit, being their finite useful life of up to 15 years and are carried at cost less accumulated
amortisation and impairment losses.
(s)
Trade and Other Payables
Liabilities are recognised for amounts to be paid in the future for goods or services received prior to the end of the
period, whether or not billed to the Group before reporting date. Trade accounts payable are normally settled
within 60 days.
Financial liabilities are initially measured at their fair value and subsequently measured at amortised cost using
the effective interest rate method and are derecognised if the Group’s obligations specified in the contract expire
or are discharged or cancelled.
(t)
Borrowings
Borrowings are recognised initially at the proceeds received and net of issue costs incurred. In subsequent periods,
borrowings are stated at amortised cost using the effective yield method. Any difference between proceeds (net
of issue costs) and the redemption value is recognised in the Statement of Profit or Loss and Other Comprehensive
Income over the period of the borrowings using the effective yield method.
(u)
Employee Benefits
Short term Employee Benefit Obligations
Liabilities for wages and salaries, including non-monetary benefits and accumulating annual leave that are
expected to be settled wholly within 12 months after the end of the period in which the employees render the
related service are recognised in respect of employees’ service up to the end of the reporting period and are
measured at the amounts expected to be paid when the liabilities are settled. All other short-term employee
benefit obligations are presented as payables.
Other long-term Employee Benefit Obligations
The Group does not recognise a liability for annual leave at reporting date, annual leave taken during the course
of employment and annual leave paid to employees upon termination of employment is recognised in the financial
statements of the Group when the employee is paid for their leave.
Termination Benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement
date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognised
termination benefits at the earlier of the following dates:
(a) when the Group can no longer withdraw the offer of those benefits; and
(b) when the Entity recognised costs for a restructuring that is within the scope of AASB 137 and involves the
payment of terminations benefits.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 45
PAGE 39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on
the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of
the reporting period are discounted to present value.
(v)
Share-based payments
Share-based payments which have been granted to employees comprise of shares, share rights and share options.
Shares
The value of shares granted and issued to key management personnel in a year is recognised as an employee
benefit expense with a corresponding increase in equity (share capital). The value of shares granted and vested to
key management personnel in one year, which will be issued in a future year are recognised as an employee
benefit expense with a corresponding increase in equity (share capital reserve). Upon issuing of the shares, the
value in the share capital reserve will be transferred to share capital.
The value of shares granted and in the process of vesting to key management personnel are recognised as an
employee benefit expense with a corresponding increase in equity (share-based payments reserve). Upon vesting
and subsequent issue of the shares, the value in the share-based payments reserve will be transferred to share
capital.
The basis for the value recognised for each share is the price at the time when the terms of the grant are agreed
between the Group and the counter party.
Share rights
The value of share rights granted to key management personnel in a year is recognised as an employee benefit
expense with a corresponding increase in equity (share-based payments reserve). In the year in which the share
rights become vested, the value of share rights which have vested will be recognised in share capital reserve.
Upon issue of the related shares, the value in the share capital reserve is transferred to share capital. The basis
for the value recognised for each share right is the price at the time when the terms of the grant are agreed
between the Group and the counter party.
Share options
The fair value of options granted to employees (including Key Management Personnel) is recognised as an
employee benefit expense with a corresponding increase in equity (share-based payments reserve). The fair value
is measured at grant date and recognised over the period during which the employees become unconditionally
entitled to the options. The fair value at grant date is determined using a Black-Scholes option pricing model that
takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of
dilution, the non-tradable nature of the option, the share price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
The fair value of the options granted excludes the impact of any non-market vesting conditions (for example,
profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the
number of options that are expected to become exercisable. At each reporting date, the Entity revises its estimate
of the number of options that are expected to become exercisable. The employee benefit expense recognised in
each period takes into account the most recent estimate.
This estimate also requires determination of the most appropriate inputs to the valuation model including the
expected life of the share option, volatility and dividend yield and making assumptions about them.
46 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(w) Share-based Payment Transactions for the acquisition of goods and services
Share-based payment arrangements in which the Group receives goods or services as consideration for its own
equity instruments are accounted for as equity-settled share-based payment transactions. The Group measures
the value of equity instruments granted at the fair value of the goods and services received, unless that fair value
cannot be measured reliably.
If the fair value of the goods or services received cannot be reliably measured, the transaction is measured by the
by reference to the fair value of the instruments granted.
(x)
Contributed Equity
Ordinary shares are classified as equity.
Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity
proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options associated
with the acquisition of a business are included as part of the purchase consideration.
(y)
Earnings or Loss per share
Basic earnings or loss per share are calculated by dividing the net profit or loss attributable to members of the
Parent Entity for the reporting period by the weighted average number of ordinary shares of the Group.
(z)
Fair Value
The fair values of financial assets and liabilities are determined in accordance with generally accepted pricing
models based on estimated future cash flow. There are currently no assets and liabilities which require fair valuing
under the measurement hierarchy. Due to their short-term nature, the carrying amounts of the current
receivables, current payables and current borrowings are assumed to approximate their fair value.
(aa) Goods and Services Tax
Revenues, expenses and assets are recognised net of GST except where 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.
Receivables and payables 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 Flow 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 authorities
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.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 47
PAGE 41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
2.
Segment Information
The Directors have considered the requirements of AASB 8 – Operating segments. Operating segments are
identified, and segment information disclosed on the basis of internal reports that are regularly provided to, or
reviewed by, the Group’s chief operating decision maker, which is the Board of Directors. In this regard, such
information is provided using similar measures to those used in preparing the consolidated statement of profit or
loss and other comprehensive income, consolidated statement of financial position and consolidated statement
of cash flows.
One segment is identified, being Medical Device Development and Distribution. The Group’s business includes
the commercialisation of Mente, the world’s first home therapy that is clinically proven to increase engagement
and improve relaxation in autistic children with elevated Delta band brain activity. Concurrently the Group is
conducting clinical studies to assess the neuro-protective, anti-inflammatory and neuro-modulatory activities of
its proprietary NTI/Dolce cannabis strains.
3.
REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue represents the value of medical equipment and services sold by the Group measured on a point in time
basis.
Sales Mente products
4.
OTHER INCOME
Research and development grants received
Shipping of sales products
Interest income
Proceeds on sale of plant and equipment
5.
EXPENSES
Cost of sales expenses
Cost of units sold (Mente Products)
Obsolete stock provision
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
38,262
38,262
206,144
206,144
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
569,333
23
486
-
569,842
-
222
135
19,170
19,527
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
6,523
26,857
33,380
16,233
(50,565)
(34,332)
48 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
6.
SHARE BASED PAYMENTS EXPENSE
The primary purpose of share-based payments is to remunerate Directors, other Key Management Personnel and
Service providers for the services rendered to the Group.
Options issued to Dr Alex Andrews (CEO)
Options issued to directors
Expense recognised for the year for options previously issued to Peter
Griffiths (former CEO)
Adjustment to valuation of shares issued to directors for director’s fees
Options issued to Max Capital
Options issued to Merchant Capital
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
59,280
24,677
-
-
-
-
-
515,367
24,583
176,040
202,487
298,366
83,957
1,216,843
Options issued to CEO
The share-based payments expense for the year ended 30 June 2022, included an amount of $59,280 representing
the expense for the financial year of the options granted to the Group’s CEO Dr Alexandra Andrews on 1 March
2022. The assessed fair value of these options was determined using a Black-Scholes option pricing model with
the following inputs:
Input
Number of options
Underlying share price
Exercise price
Expected volatility
Expiry date (years)
Vesting date
Expected dividends
Risk free rate
Total Value
Tranche 1
Tranche 2
Tranche 3
Total
5,000,000
5,000,000
5,000,000
15,000,000
$0.05
$0.08
100%
2.0
$0.05
$0.12
100%
2.0
$0.05
$0.16
100%
2.0
8 Mar 2023
8 Sep 2023
8 Mar 2024
-
-
-
0.60%
1.34%
1.34%
$103,419
$80,803
$65,408
$249,630
Expensed in the financial year ended 30 June 2022
$32,301
$16,779
$10,200
$59,280
Detailed remuneration disclosures for Directors and Executives for the year to 30 June 2022 are provided in the
Remuneration Report on pages 23 to 29.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 49
PAGE 43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
7.
RESEARCH EXPENSES
Cash consideration for acquisition of Dolce Cann licence
Shares issued pursuant to the prospectus dated 26 August 2020
Shares issued upon achievement of Stage 1 milestones
Shares issued upon extension to the Biotechnology licence
Shares issued to Canna Pacific
Options issued pursuant to the prospectus dated 26 August 2020
Contingent consideration – Performance Rights
Other R&D expense
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
-
-
-
-
-
-
-
2,578,153
2,578,153
50,000
494,000
1,188,000
960,000
116,000
441,896
795,000
1,312,918
5,357,814
During the prior year the Company acquired an exclusive worldwide licence to utilise proprietary cannabis strains
from Dolce Cann Global Pty Ltd (‘Dolce) for medicinal use in treating neurological disorders including autism, epilepsy
and ADHD. As part of this acquisition and pursuant to the prospectus dated 26 August 2020, the Company issued
38,000,000 ordinary shares and 38,000,000 options with an exercise price of $0.01 and an expiry date of 31 January
2023.
On 22 December 2020 a further 33,000,000 ordinary shares were issued to Dolce, or its nominees, upon successful
completion of the Stage 1 milestone in vitro assay assessments being completed. On 15 March 2021 a further
15,000,000 ordinary shares were issued to Dolce, or its nominees, for the extension of the biotechnology licence.
On 12 May 2021 2,000,000 ordinary shares were issued to Canna Pacific Limited for contracted services provided.
All share issue expenses were calculated using the closing share price applicable on the date the shares were
issued. The option expense was calculated under the Black-Scholes option valuation model.
¹ Options issued on acquisition of Dolce Cann licence
The expense of $441,896 was calculated using the Black Scholes option valuation model using the following inputs:
Number of options in series
Grant date share price
Exercise price
Expected volatility
Option life
Dividend yield
Interest rate
Unlisted options
NTIOPT8
38,000,000
$0.015
$0.01
139%
34 months
0.00%
0.28%
50 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
8.
INCOME TAX
The current taxation charge comprises taxation at 30.00% on the profit generated by one of the Group’s entities
as adjusted for tax purposes.
A deferred taxation asset arising on temporary differences and unused tax losses has not been recognised in these
financial statements.
The numerical reconciliation between tax expense and the accounting
loss before income tax multiplied by the Group's applicable income tax
rate is as follows:
Accounting (loss) before income tax
Income tax benefit calculated at the Group's statutory income tax rate of
30.00% (2021: 30.00%)
Tax effect of non-deductible expenses
Tax losses not brought to account
Income tax benefit
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
(3,362,241)
(6,636,100)
(1,008,672)
(1,824,928)
47,422
961,250
-
1,058,848
766,080
-
Historical tax losses not brought to account are estimated at $7,632,858 (2021: $4,428,690).
The benefit for tax losses will only be obtained if:
(a) the Group derives future assessable income of a nature and an amount sufficient to enable the benefit from
the deductions for the losses to be realised;
(b) the Group continues to comply with the conditions for deductibility imposed by Law; and
(c) no changes in tax legislation adversely affect the ability of the Group to realise these benefits.
9.
FINANCIAL RISK MANAGEMENT
i. Overview
The financial risks arising from the Group’s operations comprise market, liquidity and credit risk. These risks arise
in the normal course of business, and the Group manages its exposure to them in accordance with the Group’s
portfolio risk management strategy.
The objective of the strategy is to support the delivery of the Group’s financial targets while protecting its future
financial security and flexibility by taking advantage of the natural diversification provided by the scale, diversity
and flexibility of the Group’s operations and activities.
This note presents information about the Group's exposure to each of the above risks, their objectives, policies
and processes for measuring risk and the management of capital.
The Group's Risk Management Framework is supported by the Board. The whole Board is responsible for approving
and reviewing the Group's Risk Management Strategy and Policy. Management is responsible for monitoring
appropriate processes for identifying, monitoring and managing significant business risks faced by the Group and
considering the effectiveness of its internal control system.
The Board has established an overall Risk Management Policy which sets out the Group’s system of risk oversight,
management of material business risks and internal control.
The Group holds the following financial instruments:
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 51
PAGE 45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
Financial assets
Cash and cash equivalents
Financial Liabilities
Trade and other payables
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
1,895,431
1,895,431
520,062
520,062
4,827,370
4,827,370
349,418
349,418
ii. Financial Risk Management Objectives
The overall financial Risk Management Strategy focuses on the unpredictability of the finance markets and seeks
to minimise the potential adverse effects on financial performance and protect future financial security.
iii. Credit Risk
Credit risk is the risk of the financial loss to the Group if counterparty to a financial instrument fails to meet its
contractual obligations and the risk arises principally from the Group's cash and cash equivalents, deposits with
banks and financial institutions, and receivables.
Cash at bank is placed with reliable financial institutions. For banks and financial institutions, the Group banks only
with financial institution with high quality standing or rating.
The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have
been grouped based on shared risk characteristics and the days past due. Trade receivables are written off when
there is no reasonable expectation of recovery. Impairment losses on trade receivables are presented as net
impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited
against the same line item.
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s
maximum exposure to credit risk at the reporting date was:
Trade receivables
Counterparties without external credit rating, past due but not impaired
Existing customers (more than 6 months) with no defaults in the past
Counterparties without external credit rating, past due and impaired
Gross value
Doubtful debt provision
Net value
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
-
-
-
-
-
63,157
(63,157)
-
52 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
Other receivables
GST receivable
Total trade and other receivables
Cash at bank and Commercial Bills
Cash at bank – National Australia Bank
Cash at bank – Bank of Valletta Plc. **
Petty cash account
99,483
99,483
142,857
142,857
1,890,571
4,860
-
4,716,751
110,032
587
1,895,431
4,827,370
**Bank of Valletta is currently rated ‘BBB-’ by an international rating agency.
iv. Liquidity Risk
Liquidity risk arises from the financial liabilities of the Group and the Group’s subsequent ability to meet their
obligations to repay their financial liabilities as and when they fall due.
Ultimate responsibility for Liquidity Risk Management rests with the Board of Directors. The Board has determined
an appropriate Liquidity Risk Management Framework for the management of the Group’s short, medium and
long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining
adequate reserves and continuously monitoring budgeted and actual cash flows and matching the maturity
profiles of financial assets, expenditure commitments and liabilities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying amounts as the impact of the discounting is not significant.
Contractual maturities of
financial liabilities
Less than
6 months ($)
6 – 12
months ($)
More than 12
months ($)
Total ($)
Carrying
Amount ($)
Group - at 30 June 2022
Trade payables
Total
Group - at 30 June 2021
Trade payables
Total
520,062
520,062
349,418
349,418
-
-
-
-
-
-
-
-
520,062
520,062
520,062
520,062
349,418
349,418
349,418
349,418
The Group has an unsecured General Banking Facility of €60,000 ($91,056) by Bank of Valletta P.L.C., which was
undrawn at 30 June 2022.
v. Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates may affect the Group’s income
or the value of its holdings of financial instruments. The objective of Market Risk Management is to manage and
control market risk exposures within acceptable parameters, while optimising return.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 53
PAGE 47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
vi. Foreign Exchange Risk
The Group is exposed to currency risk on financial assets or liabilities that are denominated in a currency other than
the respective functional currencies of the Group's, the Australian Dollar (AUD) for Parent Entity and Euro (EUR) for
the subsidiaries of Consolidated Entity.
The Parent Entity which has a functional currency of Australian Dollars has no exposure to foreign exchange risk as
there are no financial assets or liabilities denominated in a foreign currency (30 June 2022: nil). The subsidiaries of
the of the Parent Entity, which have a functional currency of the Euro (EUR) have no exposure to foreign exchange
risk as there are no financial assets or liabilities denominated in a foreign currency (30 June 2022: nil).
vii. Interest Rate Risk
The Group’s exposure to interest rates primarily relates to the Group’s cash and cash equivalents. As the Group has
no significant interest-bearing assets, its income and operating cash flows are substantially independent of changes
in market interest rates. The Group has a low level of interest-bearing liabilities and as such does not actively manage
exposure to interest rate risk
Profile
At the reporting date, the interest rate profile of the Group’s and the Entity’s interest-bearing financial instruments
are:
Variable Rate Instruments
Financial Assets
Financial Liabilities
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
1,895,431
4,827,370
-
-
1,895,431
4,827,370
As at 30 June 2022 the Group had no interest bearing borrowings or other liabilities.
The Group’s exposure to interest rate risk and effective weighted average interest rate by maturing periods is set
out in tables below. All cash balances and borrowings are subject to a floating interest rate. The Group does not
earn interest on cash held in the EUR currency, and the below stated weighted average interest rate reflects this.
30 June 2022
Cash and cash equivalents
30 June 2021
Weighted Average
Effective Interest
Rate
0.10%
Cash Available for use
Total
1,895,431
1,895,431
Weighted Average
Effective Interest
Rate
Cash Available for use
Total
Cash and cash equivalents
0.01%
4,827,370
4,827,370
Up to the end of the reporting period, the Group did not have any hedging policy with respect to interest rate risk
as exposure to such risk was not deemed to be significant by the directors since these assets are of a short- term
nature. Management considers the potential impact on profit or loss of a defined interest rate shift that is
reasonably probable at the end of the reporting period to be immaterial.
54 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
Cash Flow Sensitivity Analysis for Variable Rate Instruments
The Board’s assessment of a reasonably possible change in interest rates relating to the Company’s Cash and Cash
equivalents and borrowings is disclosed in the table below:
Number of basis
points
Cash and cash equivalents
25
Management considers the potential impact on profit or loss of a reasonably possible change in interest rates at
rates.
the end of
immaterial based on
reporting period
the prevailing
interest
to be
the
10.
CAPITAL MANAGEMENT
When managing capital, the Board’s objective is to maintain optimal returns to Shareholders and benefits for other
Stakeholders. The Board also aims to maintain a capital structure that ensures the lowest cost of capital available
to the Group.
The Group has no formal financing and gearing policy or criteria during the year having regard to the early status
of its development and low level of activity. This position has not changed from the previous year.
11.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents included in the Consolidated Statement of Cash Flows comprise the following
Consolidated Statement of Financial Position amounts:
Cash at Bank and on hand
Term Deposit
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
1,880,431
4,827,370
15,000
-
1,895,431
4,827,370
The term deposit amount is used as security for credit cards. No amount of the Group’s Cash at bank and on hand
is restricted (30 June 2021: Nil). Refer to Note 9 Financial Risk Management for risk exposure analysis for Cash and
cash equivalents.
12.
TRADE AND OTHER RECEIVABLES
Trade receivables
Provision for non-recovery
Net Trade receivables
GST/VAT/Sales Tax Receivable
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
-
-
-
99,483
99,483
63,157
(63,157)
-
142,860
142,860
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 55
PAGE 49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
13.
PAYABLES
Trade payables
Accrued expenses
Provision for annual leave
14.
CONTINGENT CONSIDERATION
Contingent consideration
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
520,062
66,779
6,139
592,980
323,977
25,441
-
349,418
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
-
-
795,000
795,000
As at 30 June 2021, the 15,000,000 Performance Rights with a vesting deadline of 1 March 2023 issued to Dolce
Cann for the extension to the Biotechnology was treated as deferred consideration and classified as a non-current
liability. The Performance Rights were valued at $0.053 each, being the Company’s share price on the issue date
of 30 June 2021 with the vesting considered to have a probability of 100%.
This contingent liability has been extinguished following the issue of the securities.
15.
CONTRIBUTED EQUITY
Ordinary Shares
Total Share Capital
Movements of share capital during the year
CONSOLIDATED
2022 (Shares)
2021 (Shares)
2022 ($)
2021 ($)
697,699,126
696,819,126
25,776,778
25,750,378
697,699,126
696,819,126
25,776,778
25,750,378
Date
Details
No of shares
Issue price ($)
$
Opening Balance at 1 July 2021
696,819,126
25,750,378
16.11.2021
Exercise of options
24.01.2022
Exercise of options
396,000
484,000
0.03
0.03
11,880
14,520
Closing Balance at 30 June 2022
697,699,126
25,776,778
The holder of Ordinary Shares is entitled to participate in dividends and the proceeds on winding up of the Group
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 by 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 Group does not have a limited amount of authorised capital.
56 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
Movements of share capital during the previous year
Date
Details
No of shares
Issue price ($)
$
Opening Balance at 1 July 2020
27.07.2020
Placement Tranche 1
02.09.2020
Placement Tranche 2
30.09.2020
Shares issued in lieu of director’s fees
30.09.2020
Shares issued pursuant to prospectus dated 26
August 2020
215,215,629
32,250,000
67,750,000
35,349,127
38,000,000
15,498,123
161,250
338,750
459,539
494,000
$0.005
$0.005
$0.013
$0.013
06.11.2020
Exercise of NTIOPT7 options
15,096,786
$0.005
75,484
12.11.2020
Placement Tranche 1
97,000,000
$0.022
2,134,000
11.12.2020
Exercise of 3,987,832 NTIOPT6 unlisted options at
$0.0084
3,987,832
$0.0084
33,498
11.12.2020
Exercise of 5,000,000 NTIOPT8 unlisted options at
$0.01
5,000,000
$0.010
50,000
11.12.2020
Issue of shares in lieu of fees for services (share
based payment)
1,750,000
$0.005
87,500
22.12.2020
Placement Tranche 2
16,636,363
$0.022
366,000
22.12.2020
Shares Issued to Dolce Cann for Stage 1 Milestones
achieved
33,000,000
$0.036
1,188,000
04.03.2021
Exercise of NTIOPT12 options
2,500,000
$0.0300
75,000
15.03.2021
Placement
36,363,637
$0.0555
2,000,000
15.03.2021
Issue of Dolce Shares (First Tranche) - Extension to
the Biotechnology Licence
15,000,000
$0.0640
960,000
15.03.2021
Exercise of NTIOOPT7 Options
23,796,786
$0.0050
118,984
15.03.2021
Exercise of NTIO Options
4,034
$0.0600
19.03.2021
Exercise of NTIO Options
420,791
$0.0600
26.03.2021
Exercise of NTIO Options
1,173,099
$0.0600
242
25,247
70,386
01.04.2021
`Exercise of NTIO Options
12,082,994
$0.0600
724,980
16.04.2021
Exercise of NTIO Options
500,000
$0.0600
30,000
16.04.2021
Exercise of NTIO Options
11,942,048
$0.0600
716,523
19.04.2021
Exercise of NTIOPT7 Options
20,000,000
$0.0050
100,000
12.05.2021
Issue of Canna Pacific Shares
2,000,000
$0.0580
116,000
19.05.2021
Exercise of NTIOPT13 options
10,000,000
$0.0600
600,000
Capital raising costs
Closing Balance at 30 June 2021
696,819,126
(673,128)
25,750,378
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 57
PAGE 51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
16.
RESERVES
Balance as at 30 June 2020
Foreign exchange movement
Share based payments
Balance as at 30 June 2021
Foreign exchange movement
Share based payments (note 6)
Recognition of deferred consideration (note 14)
CONSOLIDATED
Foreign
Currency
Translation
Reserve ($)
Share Based
Payments
Reserve ($)
Total Reserves
($)
1,681,269
77,551
1,758,820
-
(26,702)
(26,702)
1,712,834
-
1,712,834
3,394,103
-
83,957
795,000
50,849
25,409
-
-
3,444,952
25,409
83,957
795,000
Balance at 30 June 2022
4,273,060
76,258
4,349,318
(a)
Share-based payments Reserve
The share-based payments reserve represents the value of options and share rights issued to key management
personnel, vendors and for services in relation to capital raisings. The share-based payments reserve is used to
record the value of the share-based payments provided to employees, consultants and for options issued pursuant
to any acquisition or in exchange for services.
(b)
Foreign Currency Reserve
The foreign currency reserve records foreign currency differences arising from the translation of financial
information of the Group’s Maltese subsidiaries which have a functional currency of the Euro.
17.
ACCUMULATED PROFIT/(LOSS)
Accumulated (loss) at the beginning of the year
Loss attributable to shareholders
Accumulated (loss) at the end of the year
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
(25,333,864)
(17,903,236)
(3,362,241)
(7,430,628)
(28,696,105)
(25,333,864)
58 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
18.
CASH FLOW INFORMATION
Reconciliation of cash flow from operating activities with the
loss from continuing operations after income tax:
Non-cash flows in profit from ordinary activities
Net (Loss) after Income Tax
Share based payments
Lease payments
Share issue costs
Changes in assets & liabilities
(Increase)/Decrease in trade and other receivables
(Increase)/Decrease in prepayments
(Increase)/Decrease in inventories
Increase/(Decrease) in trade and other payables
(Decrease) arising from exchange rate movements
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
(3,362,241)
(7,430,628)
83,957
4,990,971
-
-
43,467
17,326
(7,202)
244,148
25,410
(864)
(229,934)
(116,823)
-
-
471,522
(772)
Cash flow used in Operating Activities
(2,955,135)
2,316,528)
19.
INTERESTS IN OTHER ENTITIES
Name of Entity
Place of business/country
of incorporation
AAT Research Ltd
AAT Medical Ltd
Malta
Malta
Ownership Interest
held by the Group
2022
100%
100%
2021
Principal Activities
100%
Parent Group of AAT Medical Ltd
100%
Executing medical research projects and
developing novel technological devices
that are marketable
20.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
On 7 July 2022 the Company appointed Mr Gerald Quigley as a Non-Executive Director.
On 15 August 2022 the Company appointed Dr Thomas Duthy as a consultant to the Company with a focus on
investor relations and Strategic Corporate Development. In addition, the Board has made a commitment to
appoint Dr Duthy as an Executive Director, to assist the Company in this capacity effective 1 September 2022.
On 15 August 2022 current Non-Executive Director Mr Mark Davies was appointed as Chairman of the Board and
Mr Brian Leedman and Ms Krista Bates resigned as Directors.
In addition to the above changes, the Company announced that as at 15 August 2022, current Non-Executive
Director Professor Allan Cripps was appointed as Chief Scientist and Gerald Quigley as Director of Public
Relations.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 59
PAGE 53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
On 16 August 2022 the Company announced the proposed issue of 20,000,000 options to Dr Thomas Duthy and
5,000,000 options to Professor Allan Cripps and 5,000,000 options to Mr Gerald Quigley as an equity based
incentive component to their remuneration packages. These securities are subject to shareholder approval at a
future General Meeting.
Other than detailed above, no other matters or circumstances have arisen since 30 June 2022 that has significantly
affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state
of affairs in future financial years.
21.
REMUNERATION OF AUDITOR
During the year the following fees were paid or payable for services provided by the Auditor of the Entity and its
related parties.
Audit and Other Assurance Services
BDO Audit (WA) Pty Ltd
Total remuneration for Audit and Other Assurance Services
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
53,319
53,319
50,040
50,040
22.
COMMITMENTS
The Company has no commitments not recognised as liabilities as at 30 June 2022 (2021: $nil).
23.
LOSS PER SHARE
Basic loss per share (cents per share)
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
(0.48)
(1.51)
(Loss) used in the calculation of Earnings (Loss) Per Share
(3,362,241)
(7,430,628)
Weighted average number of ordinary shares
697,272,507
492,617,808
Effect of dilutive securities: Share options are not considered dilutive as the conversion of options to ordinary
shares will result in a decrease in the net loss per share.
24.
CONTINGENT LIABILITIES
The Board is not aware of any circumstances or information, which leads them to believe there are any material
contingent liabilities outstanding as at 30 June 2022.
60 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
25.
FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES
At 30 June 2022 and 30 June 2021, the carrying amounts of financial assets and financial liabilities classified with
current assets and current liabilities respectively approximated their fair values due to the short-term maturities
of these assets and liabilities. The fair values of non-current financial assets and non-current financial liabilities are
not materially different from their carrying amounts.
26.
RELATED PARTY DISCLOSURES
Parent Entity
The legal Parent Entity of the Group is Neurotech International Limited (NTI). NTI owns 100% of the issued ordinary
shares of AAT Research Limited (directly), AAT Medical Limited, and AAT Intellectual Property Limited (indirectly)
which are the subsidiaries of AAT Research Limited. All subsidiaries are incorporated in Malta.
Wholly owned Group transactions
Loans made by Neurotech International Limited (NTI) to wholly owned subsidiary companies are contributed to
meet required expenditure payable on demand and are not interest bearing.
Key Management Personnel
Short-term employee benefits
Share-based payment
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
365,946
83,957
449,903
175,688
715,998
891,686
Detailed remuneration disclosures for Directors and Executives for the year to 30 June 2022 are provided in the
Remuneration Report on pages 23 to 29.
Transactions with other related parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated.
The following transaction occurred with related parties for the year ended 30 June 2022:
Administration fee to Azalea Consulting Pty Ltd
Bookkeeping and accounting services to Valle Corporate Pty Ltd
Total
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
116,050
23,013
139,063
124,120
21,409
145,529
Notes in relation to the table of related party transactions.
Payments to Azalea Consulting Pty Ltd (director related entity of Winton Willesee) for corporate administration
services including company secretarial and accounting services and front and registered office services.
Payments to Valle Corporate Pty Ltd (director related entity of Winton Willesee) for bookkeeping and financial
reporting services fees.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 61
PAGE 55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
27.
PARENT ENTITY INFORMATION
The following information related to the Parent Entity, Neurotech International Limited, as at 30 June 2022.
The information presented here has been prepared using accounting policies as presented in Note 1.
Current assets
Non-current assets
Total Assets
Current liabilities
Non-current liabilities
Total Liabilities
Net Assets
Loss for the year
Other comprehensive profit/(loss) for the year
Total Comprehensive Loss for the Year
30 June 2022 ($)
30 June 2021 ($)
1,908,501
4,894,257
2,617
-
1,911,118
4,894,257
481,127
-
237,791
795,000
481,127
1,032,791
1,429,991
3,861,466
(3,104,705)
(7,350,245)
-
-
(3,104,705)
(7,350,245)
There are no other separate commitments and contingencies for the parent entity as at 30 June 2022.
62 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 56
DIRECTORS’ DECLARATION
Directors’ Declaration
In the opinion of the Directors of Neurotech International Limited (Group):
(a)
the Financial Statements, comprising the consolidated statement of profit or loss and other
comprehensive income, consolidated statement of financial position, consolidated statement of cash
flows, consolidated statement of changes in equity, and Notes set out on pages 38 to 62, are in
accordance with the Corporations Act 2001, including:
(i)
(ii)
giving a true and fair view of the Group’s financial position as at 30 June 2022 and of their
performance, for the financial period ended on that date; and
complying with Australian Accounting Standards (including the Australian Accounting
Interpretations) and Corporations Regulations 2001; and other mandatory professional
reporting requirements.
(b)
(c)
the Financial Report also complies with International Financial Reporting Standards as disclosed in Note
1; and
there are reasonable grounds to believe that the Group 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 by the
Financial Officer for the financial period ended 30 June 2022.
Signed in accordance with a resolution of the Directors.
Winton Willesee
Non-Executive Director
Dated at Perth, Western Australia, 31 August 2022
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 63
PAGE 57
Independent Auditor’s Report
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR’S REPORT
To the members of Neurotech International Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Neurotech International Limited (the Company) and its
subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30
June 2022, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year
then ended, and notes to the financial report, including a summary of significant accounting policies
and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
limited by a scheme approved under Professional Standards Legislation
64 • Neurotech International
Independent Auditor’s Report
Material uncertainty related to going concern
We draw attention to Note 1 in the financial report which describes the events and/or conditions which
give rise to the existence of a material uncertainty that may cast significant doubt about the group’s
ability to continue as a going concern and therefore the group may be unable to realise its assets and
discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this
matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matter described below to be the key audit
matter to be communicated in our report.
Accounting for Share Based Payments
Key audit matter
How the matter was addressed in our audit
During the year, the group awarded share based
Our procedures included, but were not limited to the
payments in the form of share options.
following:
Due to the complex and judgemental estimates used
in determining the valuation of the share based
payments in accordance with AASB 2 Share Based
Payments, we consider the Group’s calculation of the
share based payment expense, and associated
disclosure to be a key audit matter.
•
•
•
•
•
Reviewing relevant supporting documentation to
obtain an understanding of the contractual
nature, terms and conditions of the share based
payment arrangements;
Considering the appropriateness of the valuation
methodology used by management to measure
and value the share-based payments;
Involving our internal valuation specialists to
assess the reasonableness of volatility rate used
in the valuation;
Assessing the allocation of the share-based
payment expense over managements expected
vesting period; and
Assessing the adequacy of the related disclosures
in the financial report.
2022 Annual Report • 65
Independent Auditor’s Report
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2022, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
66 • Neurotech International
Independent Auditor’s Report
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 17 to 24 of the directors’ report for the
year ended 30 June 2022.
In our opinion, the Remuneration Report of Neurotech International Limited, for the year ended 30
June 2022, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit (WA) Pty Ltd
Glyn O'Brien
Director
Perth, 31 August 2022
2022 Annual Report • 67
ASX Additional Information
ASX ADDITIONAL INFORMATION
The shareholder information set out below was applicable as at 1 August 2022.
1. Quotation
Listed securities in Neurotech International Limited are quoted on the Australian Securities Exchange
under ASX code NTI (Fully Paid Ordinary Shares).
2. Voting Rights
The voting rights attached to the Fully Paid Ordinary shares of the Company are:
(a)
(b)
at a meeting of members or classes of members each member entitled to vote may vote
in person or by proxy or by attorney; and
on a show of hands, every person present who is a member has one vote, and on a poll
every person present in person or by proxy or attorney has one vote for each ordinary
share held.
There are no voting rights attached to any Options or Performance Rights on issue.
3. Distribution of Shareholders
i)
Fully Paid Ordinary Shares
Holdings Range
Holders
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
53
98
238
790
415
Units
7,835
315,693
2,035,978
32,130,081
663,209,539
%
-
0.05
0.29
4.61
95.06
Total
1,594
697,699,126
100.00%
On 1 August 2022, there were 162 holders of unmarketable parcels of less than 5,682 ordinary shares
(based on the closing share price of $0.088).
68 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 62
ii)
NTIOPT3 - Unlisted Options exercisable at $0.0189 on or before 18 November 2022
Holdings Range
Holders
Units
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
4
4
10,000,0001
10,000,000
100.00
100.00%
1Holders who hold more than 20% of securities are:
Jameker Pty Ltd – 4,000,000 options
Seivad Investments Pty Ltd - 2,000,000 options
Chincherinchee Nominees Pty Ltd – 2,000,000 options
Mr David Steven Cantor - 2,000,000 options
iii)
NTIOPT4 - Unlisted Options exercisable at $0.0589 on or before 18 November 2024
Holdings Range
Holders
Units
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
1
1
1 All the securities in this class are held by:
Shimano Ventures Ltd
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
1
1
1 All the securities in this class are held by:
Shimano Ventures Ltd
6,500,0001
6,500,000
100.00
100.00%
5,429,7541
5,429,754
100.00
100.00%
iv)
NTIOPT5 - Unlisted Options exercisable at $0.0199 on or before 18 November 2024
Holdings Range
Holders
Units
%
-
-
-
-
%
-
-
-
-
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 69
PAGE 63
-
-
-
-
-
-
-
-
-
-
-
-
%
-
-
-
-
%
-
-
-
-
%
-
-
-
-
v)
NTIOPT7 - Unlisted Options exercisable at $0.005 on or before 31 January 2023
Holdings Range
Holders
Units
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
3
3
16,590,3561
16,590,356
100.00
100.00%
1Holders who hold more than 20% of securities are:
Javaler Pty Ltd - 5,945,178 options
J & J Bandy Nominees Pty Ltd - 5,645,178 options
Chincherinchee Nominees Pty Ltd – 5,000,000 options
vi)
NTIOPT8 - Unlisted Options exercisable at $0.010 on or before 31 January 2023
Holdings Range
Holders
Units
33,000,0001
33,000,000
100.00
100.00%
vii)
NTIOPT9 - Unlisted Options exercisable at $0.038 on or before 30 November 2023
Holdings Range
Holders
Units
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
3
3
1Holders who hold more than 20% of securities are:
Dutch Ink (2010) Pty Ltd – 22,000,000 options
Dolce Cann Global Pty Ltd – 11,000,000 options
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
2
2
4,000,0001
4,000,000
100.00
100.00%
1Holders who hold more than 20% of securities are:
Chincherinchee Nominees Pty Ltd – 2,000,000 options
Seivad Investments Pty Ltd – 2,000,000 options
70 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 64
viii)
NTIOPT10 - Unlisted Options exercisable at $0.015 on or before 31 October 2023
Holdings Range
Holders
Units
ix)
NTIOPT11 - Unlisted Options exercisable at $0.020 on or before 31 October 2023
Holdings Range
Holders
Units
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
1
1
1 All the securities in this class are held by:
Mr Brian Leedman & Mrs Natasha Leedman
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
1
1
1 All the securities in this class are held by:
Mr Brian Leedman & Mrs Natasha Leedman
10,000,0001
10,000,000
100.00
100.00%
10,000,0001
10,000,000
100.00
100.00%
-
-
-
-
-
-
-
-
-
-
-
-
%
-
-
-
-
%
-
-
-
-
%
-
-
-
-
x)
NTIOPT12 - Unlisted Options exercisable at $0.030 on or before 22 December 2022
Holdings Range
Holders
Units
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
6
6
1The following holder holds more than 20% of securities:
Max Capital Pty Ltd – 3,630,000 options
6,620,0001
6,620,000
100.00
100.00%
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 71
PAGE 65
xi)
NTIOPT14 - Unlisted Options exercisable at $0.09 on or before 12 May 2023
Holdings Range
Holders
Units
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
4
4
1The following holder holds more than 20% of securities:
Macaronis Pty Ltd – 8,000,000 options
11,000,0001
11,000,000
100.00
100.00%
xii)
NTIOPT15 - Unlisted Options exercisable at $0.08 on or before 10 March 2024
Holdings Range
Holders
Units
%
-
-
-
-
%
-
-
-
-
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,000,0001
5,000,000
100.00
100.00%
5,000,0001
5,000,000
100.00
100.00%
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
1
1
1 All the securities in this class are held by:
Dr Alexandra Elizabeth Marion Heaton
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
1
1
1 All the securities in this class are held by:
Dr Alexandra Elizabeth Marion Heaton
xiii)
NTIOPT16 - Unlisted Options exercisable at $0.12 on or before 10 March 2024
Holdings Range
Holders
Units
72 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 66
xiv)
NTIOPT17 - Unlisted Options exercisable at $0.16 on or before 10 March 2024
Holdings Range
Holders
Units
5,000,0001
5,000,000
100.00
100.00%
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
1
1
1 All the securities in this class are held by:
Dr Alexandra Elizabeth Marion Heaton
xv)
Performance Rights expiring on 1 March 2023
Holdings Range
Holders
Units
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
7
7
-
-
-
-
-
-
-
-
%
-
-
-
-
%
-
-
-
-
15,000,0001
15,000,000
100.00
100.00%
1Holders who hold more than 20% of securities are:
Martha Jane Medical Limited – 5,000,000 Performance Rights
Dolce Cann Global Pty Ltd – 5,000,000 Performance Rights
4. Substantial Shareholders
The Company has not received any notices of substantial shareholdings.
5. Restricted Securities
There are no restricted securities listed on the Company’s register as at 1 August 2022.
6. On market buy-back
There is currently no on market buy back in place.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
2022 Annual Report • 73
PAGE 67
7. Twenty Largest Shareholders
The twenty largest shareholders of the Company’s quoted securities as at 1 August 2022 are as
follows:
Name
Quadrangle Capital Pty Ltd
No. of Shares %
44,000,000
6.31%
Gleneagle Securities Nominees Pty Limited
36,875,371
5.29%
Jalaver Pty Ltd
33,900,000
4.86%
J & J Bandy Nominees Pty Ltd
33,500,000
4.80%
Citicorp Nominees Pty Limited
33,149,073
4.75%
The Trust Company (Australia) Limited
Greywood Holdings Pty Ltd
26,250,000
3.76%
24,200,000
3.47%
Chincherinchee Nominees Pty Ltd
22,693,572
3.25%
Dolce Cann Global Pty Ltd
22,000,000
3.15%
1
2
3
4
5
6
7
8
9
10 Mrs Melanie Therese Verheggen
17,038,528
2.44%
11
Spinite Pty Ltd
12 Mr Stephen John Dobson
17,000,000
2.44%
11,296,786
1.62%
13
14
15
16
17
18
Dutch Ink (2010) Pty Ltd
BR Corporation Pty Ltd
Haslingden Pty Ltd
Seivad Investments Pty Ltd
Britoak Pty Ltd
8,129,023
8,000,000
7,800,000
7,793,017
6,890,475
The Sun W Investment Pty Ltd
6,827,272
19 Mr Deming Liu
20
Gofour Sail Pty Ltd
Total
6,700,000
6,555,677
380,598,794
54.55%
1.17%
1.15%
1.12%
1.12%
0.99%
0.98%
0.96%
0.94%
74 • Neurotech International
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2022
PAGE 68
2022 Annual Report • 75
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