Noxopharm Limited
ABN 50 608 966 123
Annual Report
For the Period from 27 October to 30 June 2016
Contents
Chairman’s Letter
CEO Report
Intellectual Property Report
Directors’ Report
Auditor’s Independence Declaration
Statement of Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash flows
Notes to the Financial Statements
Directors’ Declaration
Independent auditor’s report to the members
Shareholder Information
Corporate directory
Page 01
Page 02
Page 04
Page 05
Page 31
Page 32
Page 33
Page 34
Page 35
Page 36
Page 51
Page 52
Page 55
Page 57
Chairman’s Letter
Dear Shareholder,
Following our recent capital raising and listing, we are pleased to present to you the Noxopharm 2016
Annual Report. Noxopharm is an ASX listed Australian drug development company with its primary
focus on the development of drugs to address the problem of resistance of cancer cells to standard
therapies, the major hurdle facing improved survival prospects for cancer patients.
What we are attempting to do carries important implications for cancer patients. For many cancers,
survival rates either have barely moved over the last 2‐3 decades or are still unacceptably poor. The
10‐year survival prospects for cancers of the pancreas (1% of patients), lungs (5%), throat (12%), brain
(13%), stomach (15%) and ovary (35%) being examples.
It is against this background of lack of significant progress that Noxopharm has been created with what
we believe is a realistic prospect of making a meaningful difference in the Company’s lead drug
candidate, NOX66. The Noxopharm Directors believe that the Company’s technology, its value
proposition compared to other less substantive cancer treatments, and its considerable global market,
all combine to give the Company the potential to create considerable shareholder value.
Capital Management and 2016 Results
As a drug development company, the Company’s capital objective is to reach regulatory approval for
NOX66 by taking it through the necessary clinical study programs in a number of key drug markets.
This is a 4‐5 year pathway that will require the injection of additional funds as NOX66 progresses
through its various regulatory steps.
Between November 2015 and April 2016, the Company raised $715,500 in seed capital, and $6M with
a successful IPO. Those funds are anticipated to carry the NOX66 development program through to
proof‐of‐concept, the critical first milestone towards eventual marketing approval.
Noxopharm incurred a loss of $704,725 for the year ended 30 June 2016, reflecting the cost of the IPO
and the establishment of the foundations that have allowed the Company to be in the clinic within a
matter of months following its IPO.
Our policy is to maintain a prudent approach towards capital management that balances appropriate
working capital requirements of the business with maintaining an optimal capital structure.
Board, Governance and Management
The Board is committed to ensuring that the Noxopharm business is conducted in accordance with
high standards of corporate governance. This, together with strong management, creates a positive
culture for shareholders, employees and contractors.
On behalf of the Board, let me close by thanking you our shareholders for your support during the IPO
process, and to our management and personnel for bringing Noxopharm to this position. As
Chairman, I look forward to an exciting year as we continue with the development of NOX66 and the
hope that we believe it holds in bringing dramatic improvements in the management of cancer.
Peter Marks
Chairman
Page | 1
CEO Report
Noxopharm came into being as a private company in November 2015. On the way to the IPO, capital
was raised that allowed the Company to lay the foundations that would enable us to hit the ground
running once we raised the targeted $6M at the IPO. The 6 weeks since the IPO have indeed been
about a lot of ‘running’.
At the heart of the Company’s business is an understanding of how to get compounds with a phenolic
chemical structure to reach cancer tissue in a way that will enable them to work. Getting them to work
in virtually any other part of the body doesn’t present any problem ..… the problem lies just with
cancer tissue. It is a problem that has baffled a lot of people for a long time, with Noxopharm confident
that it finally has the answer.
The first phenolic drug out of the blocks to have this knowledge applied is idronoxil, in my view the
most powerful and most specific sensitiser of cancer cells to standard chemotherapy and
radiotherapy.
The last few months have been devoted to getting our inaugural clinical study up and running. This
has been designed as a proof‐of‐concept clinical study, the proof that we are seeking being that
idronoxil (in the dosage formulation, NOX66) can make late‐stage cancers of various types respond to
the standard of care cytotoxic drug, carboplatin. This is termed ‘salvage therapy’, where little or no
response normally would be expected despite carboplatin being one of the most powerful of all
chemotherapy drugs. We’re looking for two outcomes: the first is to see if NOX66 can make the cancer
respond to carboplatin (regular dosages) by going into remission and remaining in remission for a
significant period; the second takes this one step further by seeing if we can achieve this positive anti‐
cancer effect with a dosage of carboplatin that would be too low to produce any meaningful anti‐
cancer effect under normal circumstance. If NOX66 can turn that low carboplatin dosage into an
effective dosage, then we will have achieved a unique and important outcome, offering the prospect
of a highly effective chemotherapy regimen with little or no side‐effects.
We also recently announced our intention to extend this into NOX66 + radiotherapy clinical studies.
The plan is to have two such studies up and running in 1Q17, again, looking to see if a dosage of
radiation termed ‘palliative’ because of its intent to shrink rather than permanently kill a cancer, can
be induced to provide a durable remission by the presence of idronoxil. These 2 studies currently are
being bedded down and details will be forthcoming.
Any clinical study requires significant logistical support; having three running concurrently is a major
task. The manufacture of idronoxil, its formulation into NOX66, the necessary QA/QC controls, the
selection of hospital sites, the obtaining of all necessary local and federal approvals, the design of data
capture methods, and the appointment of CROs to oversee the studies, are all matters that either
have been dealt with or are in the final stages of being put in place.
A team is being assembled that will have the required experience to run such an ambitious clinical
program. Dr Marinella Messina, our Clinical Affairs Manager, myself (with the experience of 33 clinical
studies) and a group of external consultants, are more than up to the task. Over time, we will bring
more people in‐house so that by the end of 2017 we envisage a modest‐sized clinical and regulatory
affairs team working in conjunction with CROs both in Australia and Europe.
A key aspect of these 3 studies is the need to reach the point of proof‐of‐concept in a relatively short
time. Phase 1 studies typically are all about answering questions of safety, and, depending on size,
take up to 2 years to complete. Phase 2 studies are meant to provide proof‐of‐concept answers, also
taking about 2 years to complete.
Page | 2
CEO Report
My goal is to reach the point of proof‐of‐concept within 18 months, with the two radiotherapy studies
potentially reaching that point earlier.
Behind the clinical program is an ambitious pre‐clinical program designed to deliver the next
generation of NOX66 drug candidates as well as opening up novel areas of clinical application. The
medical and commercial potential of NOX66 as it stands are considerable and might be considered
enough; but the long‐term vision for Noxopharm is growth and longevity, and that means steadily
building a product portfolio which the Company is well positioned to do organically.
While science and technology are the drivers of the Company, the corporate face is equally important,
particularly given that the market largely is shielded from day‐to‐day progress in those key drivers.
We will continue to strive for a high level of communication with our shareholders, as well as
conducting regular roadshows in Australia and Asia in an effort to bring the Company and its potential
to the attention of as many professional investors as possible.
The coming year promises to be an exciting journey. Like all drug development journeys, it is sure to
have its fair share of surprises, disappointments and successes. It’s the ‘success’ that I focus on and
believe in, with ‘success’ in our case representing a potential major shift in the way cancer of all types
are managed.
I welcome all shareholders who are prepared to join me on that journey.
Yours sincerely
Graham Kelly
Managing Director and CEO
Page | 3
Intellectual Property Report
The Company has a vigorous strategy of pursuing patent protection of its IP assets on the advice of its
consultant patent attorneys. A number of provisional patent applications have been lodged in this
calendar year and await lodgement of final specifications
Page | 4
Directors’ Report
Your Directors present their report on Noxopharm Limited for the period ended 30 June 2016.
Noxopharm was incorporated on 27 October 2015 and therefore this is the first financial report that
has been prepared.
Directors and Company Secretary
The following persons held office as directors of Noxopharm Limited during the financial period.
Dr. Graham Kelly, Managing Director and Chief Executive Officer (appointed 27 October 2015)
(appointed 15 March 2016)
Mr. Peter Marks, Non‐Executive Chairman
(appointed 15 March 2016)
Dr. Ian Dixon, Non‐Executive Director
(appointed 15 March 2016)
Mr. Phillip Hains, Company Secretary
Principal activities
The Company's principal activity in the course of the financial year were the research and
development of NOX66 in the field of adjuvant therapy in chemotherapy and radiotherapy. There
were no significant changes in the nature of the Company’s principal activity during the financial year.
Dividends
No dividends were paid or proposed in the current period.
Results
The loss of the Company after providing for income tax amounted to $704,725.
Additional information on the operations and financial positon of the Company and its business
strategies and prospects is set out in the CEO’s and Chairman’s report.
Material business risks
The Company is subject to normal business risk, including but not limited to interest rate movements,
labour conditions, government policies, securities market conditions, exchange rate fluctuations and
a range of other factors which are outside the control of the Board and Management.
More specific material risks of the biotechnology sector and the Company include, but are not limited
to:
Scientific, Technical & Clinical ‐ product development requires a high level of scientific rigour,
for which the outcomes cannot be known beforehand. Activities are experimental in nature
so the risk of failure or delay is material. Key development activities, including clinical trials
and product manufacture, are undertaken by specialist contract organisations; and there are
risks in managing the quality and timelines of these activities
Regulatory ‐ products and their testing, may not be approved by, or be delayed by regulatory
bodies whose approvals are necessary before products can be sold in market.
Financial ‐ the Company currently, and since inception, does not generate sufficient income
to cover operating expenses and no assurance can be given that such funding will be available,
if required. The Company relies on capital funding to cover its operating expenses
Intellectual Property (IP) ‐ commercial success requires the ability to develop, obtain and
maintain commercially valuable patents, trade secrets and confidential information. Gaining
and maintaining the IP across multiple countries; and preventing the infringement of the
Page | 5
Directors’ Report (continued)
Material business risks (continued)
Company’s exclusive rights involves management of complex legal, scientific and factual
issues. The Company must also operate without infringing upon the IP of others.
Key personnel ‐ the Company's success and achievements against timelines depend on key
members of its highly qualified, specialised and experienced management and scientific
teams. The ability to retain and attract such personnel is crucial.
In accordance with good business practice the Company's management actively and routinely employs
a variety of risk management strategies. These are broadly described in the corporate governance
statement.
Event since the end of the financial year
The Company finalised its IPO and listed with the ASX on 9 August 2016. 30,000,000 Ordinary Fully
Paid Shares were issued at $0.20 raising $6,000,000 before costs. Funds raised will be used for the
immediate pre‐clinical phase of NOX66.
No further matters or circumstances have arisen since the end of the reporting period which
significantly affected or may significantly affect the operations of the economic entity, the result of
those operations or the state of affairs of the economic entity in subsequent financial years.
Significant changes in state of affairs
On 9 August 2016 Noxopharm Limited listed on the Australian Securities Exchange (ASX:NOX).
There were no other significant changes during the current financial year.
Likely developments and expected results of operation
The Company has initiated 4 pre‐clinical studies intended to supplement the Company's IP assets and
potentially to provide drug candidates to the Company's clinical pipeline.
The key steps taken in this regard are:
a) The appointment of a Senior Scientist (Dr Kate Porter) to oversee the programs; and
b) Commissioning of research contracts with Monash University and various private contractors
Environmental regulation
The Company is not affected by any significant environmental regulation in respect of its operations.
Page | 6
Directors’ Report (continued)
Information on Directors
Dr. Graham Kelly Managing Director and Chief Executive Officer
Experience and expertise Graham graduated with degrees in Science (1968) and Veterinary Science (1969) from The
University of Sydney. After graduation he joined the newly‐formed Department of Transplant
Surgery in the Faculty of Medicine at The University of Sydney, gaining a Doctor of
Philosophy in 1972. The subject of his PhD thesis was the manufacture and use of a novel
drug for the treatment of tissue rejection in kidney transplant recipients, with that drug
subsequently being commercialised and used globally in kidney transplantation. Graham was
appointed Senior Research Fellow in Experimental Surgery at The University of Sydney,
contributing through research in the areas of organ recovery for transplantation and liver
transplant surgery. The increased susceptibility of organ transplant recipients to malignant
cancer eventually led Graham to focus on the causes of that phenomenon, and in turn, to the
broader issue of the link between diet and the incidences of certain cancers. The latter area
of research led to a research interest in dietary isoflavones and their role in human health.
Graham developed a theory that dietary isoflavones were metabolised within the body into
novel chemicals that possessed important hormone‐like functions, and as such made
important contributions to human health. That theory provided the basis for Graham leaving
academia and founding the company, Norvet Ltd, which listed on the ASX in 1994. That
company subsequently changed its name to Novogen Ltd and listed in the US on NASDAQ
(1998). Graham was variously CEO, Executive Chairman and an Executive Director of
Novogen, 1994‐2006. He also was Executive Chairman of Marshall Edwards Inc (MEI) which
listed on London’s AIM exchange (2001) and NASDAQ (2003). MEI subsequently became MEI
Pharma Inc. Graham resigned from his executive and Board positions at Novogen and MEI in
2006.
In 2011, Graham joined private biotechnology company, Triaxial Pharmaceuticals Pty Ltd, as
Executive Chairman. Concerned at the direction being taken by the Novogen Board in having
stripped all assets from the Company and leaving it without a business, Graham engineered a
reverse takeover of Novogen Ltd by Triaxial in December 2012 and set about rebuilding the
Company. He remained as CEO and Executive Chairman of Novogen until June 2015 and was
responsible for in‐licensing that Company’s anti‐tropomyosin drug technology, for
establishing a joint venture company with Yale University, and for establishing a solid
financial base.
In early‐2012, Graham addressed the matter of the transport of isoflavones in the blood of
humans, conducting formulation studies in a private capacity that led shortly thereafter to
the concept behind NOX66. After leaving Novogen in 2015, Graham established private
biotechnology company Noxopharm Ltd in order to commercialise NOX66.
N/A
27 October 2015
Interest in shares
Interest in options
31,257,568
12,075,000
Other directorships
Date of appointment
Interests in shares and
options
Page | 7
Directors’ Report (continued)
Information on Directors (continued)
Peter Marks Non‐Executive Chairman
Experience and expertise Peter brings over 30 years’ experience in corporate advisory, investment banking and
director/advisory roles to the Board. With several leading firms, Peter’s corporate skills lie in
capital raising for pre‐IPO and listed companies, cross border M&A transactions, corporate
underwriting, and venture capital transactions for companies in Australia, US & Israel.
Over this period Peter has been involved in a very broad range of transactions, with a special
focus in the life sciences, biotechnology, medical technology and high tech segments. He has
been a Director and/or Chairman of several public companies. He currently is a Director of
Prana Biotechnology Ltd (ASX & Nasdaq listed) since 2005, Chairman of Armadale Capital Plc
(AIM listed) since 2009, and Non‐Executive Director of Emefcy Group Limited (ASX listed) since
2015.
Peter provides strategic and corporate advice at various stages of technology
commercialisation for companies to transition to an operating entity, and helps facilitate
significant commercial transactions to create shareholder value.
Peter holds a Bachelor of Economics, Bachelor of Laws and a Graduate Diploma in Commercial
Law from Monash University, Australia. He also holds an MBA from the University of
Edinburgh, Scotland.
Other directorships
Date of appointment
Interests in shares and
options
Prana Biotechnology Limited (ASX: PBT) Since 29 July 2005,
Emefcy Limited (ASX: EMC) Since 12 May 2015
15 March 2016
Interest in shares
Interest in options
500,000
200,000
Page | 8
Directors’ Report (continued)
Information on Directors (continued)
Dr. Ian Dixon, Non‐Executive Director
Experience and
expertise
Ian has a PhD in biomedical engineering from Monash University and an MBA from Swinburne
University. Ian initially qualified as a mechanical engineer in the early 1980s and then also
completed a course in electronics engineering. Ian worked in R&D in manufacturing automation and
product development in Melbourne and also Cambridge UK before establishing his first business in
1987 in the telecommunications power field. From 1987 to 1995 Ian grew two successful export‐
oriented manufacturing and R&D businesses ‐ both purchased by public companies.
In 1995 Ian joined Vision Systems as the Director of the Product Group within the Invetech business
unit, and managed the team responsible for developing innovative diagnostic, pathology automation
and security system products. Ian later left Vision Systems and continued being active in the product
and technology development scene as an investor and executive.
In 2002 Ian was the co‐founder of Genscreen Pty Ltd, a biotechnology incubator with a particular
focus on cancer therapeutics. Amongst a number of projects, Genscreen developed a novel first‐in‐
class anticancer drug based on anti‐tropomyosin technology which was out‐licensed to Novogen Ltd
in 2013. During this time Ian also had experience in the regenerative medicine and cancer
immunotherapy fields as a non‐executive director of Cell Therapies Ltd.
In 2011 Ian co‐founded Cynata Inc and helped to progress the commercialisation of what has
become the Cymerus technology of Cynata Therapeutics Ltd (ASX‐CYP).
Ian brings to the Board an extensive entrepreneurial background in founding, building and running
public companies, in recognising the potential commercial value of early‐stage drug development,
and in understanding the challenges involved in drug development.
Other directorships N/a
Date of appointment 15 March 2016
Interests in shares
and options
Interest in shares
Interest in options
Mr. Phillip Hains, Company Secretary
1,766,426
700,000
Experience and
expertise
Phillip is a Chartered Accountant and specialist in the public company environment. He has served
the needs of a number of public company boards of directors and related committees. He has over
20 years’ experience in providing accounting, administration, compliance and general management
services. He holds a Masters of Business Administration from RMIT and a Public Practice Certificate
from the Institute of Chartered Accountants of Australia.
Other directorships N/a
Date of appointment 15 March 2016
Page | 9
Directors’ Report (continued)
Meetings of Directors
The numbers of meetings of the Company's board of directors and of each board committee held during the
period ended 30 June 2016, and the numbers of meetings attended by each director were:
Full meetings
of directors
Number of meetings held
5
5
5
Number of meetings attended
5
5
5
Dr. Graham Kelly
Mr. Peter Marks
Dr. Ian Dixon
Remuneration Report (Audited)
The Remuneration report, which has been audited, outlines the key management personnel remuneration
arrangements for the Company, in accordance with the requirements of the Corporations Act 2001 and its
Regulations.
The Remuneration report, which has been audited, outlines the key management personnel remuneration arrangements for
the Company, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
The Remuneration report is set out under the following main headings:
(a) Principles used to determine the nature and amount of remuneration
(b) Details of remuneration
(c) Service agreements
(d) Share‐based compensation
(e) Key management personnel disclosures
(a) Principles used to determine the nature and amount of remuneration
Remuneration governance
The objective of the remuneration committee (constituting the full Board) is to ensure that pay and rewards are
competitive and appropriate for the results delivered. The remuneration committee charter adopted by the
Board aims to align rewards with achievement of strategic objectives and the creation of value for shareholders.
The remuneration framework applied provides a mix of fixed and variable pay and a blend of short and long‐
term incentives as appropriate. Issues of remuneration are considered annually or otherwise as required.
Non‐Executive Directors
Fees and payments to Non‐Executive Directors reflect the demands which are made on, and the responsibilities
of, the Directors. The Company's policy is to remunerate Non‐Executive Directors at market rates (for
comparable companies) for time commitment and responsibilities. Fees for Non‐Executive Directors are not
linked to the performance of the Company, however to align Directors’ interests with shareholders’ interests,
Directors are encouraged to hold shares in the Company.
Non‐Executive Directors' fees and payments are reviewed annually by the Board of Directors. The Board of
Directors considers advice from external sources as well as the fees paid to non‐executive Directors of
comparable companies when undertaking the annual review process. Each director receives a fee for being a
director of the company.
Page | 10
Directors’ Report (continued)
Remuneration Report (continued)
(a) Principles used to determine the nature and amount of remuneration (continued)
The Chairman's fees are determined independently to the fees of other Non‐Executive Directors based on
comparative roles in the external market. The Chairman is not present at any discussions relating to
determination of his own remuneration.
Retirement benefits and allowances
No retirement benefits are payable other than statutory superannuation, if applicable to the Directors of the
Company.
Other benefits
No motor vehicle, health insurance or other similar allowances are made available to Directors (other than
through salary‐sacrifice arrangements).
Executive Pay
Executive pay and reward consists of base pay, short‐term performance incentives, long‐term performance
incentives and other remuneration such as superannuation. Superannuation contributions are paid into the
executive’s nominated superannuation fund.
Base Pay
Executives are offered a competitive level of base pay which comprises the fixed (unrisked) component of their
pay and rewards. Base pay for senior executives is reviewed annually to ensure market competitiveness. There
are no guaranteed base pay increases included in any senior executives’ contracts. Base pay was increased
during the year.
Short‐term and long‐term incentives
At the date of this report the Company does not currently operate an Executive Share Option Plan ("ESOP"). The
Company plans to put to shareholders the adoption of an ESOP scheme at the 2016 Annual General Meeting.
Performance based Remuneration
The purpose of a performance bonus is to reward individual performance in line with company objectives.
Consequently, performance based remuneration is paid to an individual where the individual’s performance
clearly contributes to a successful outcome for the company. This is regularly measured in respect of
performance against key performance indicators (KPI’s).
The Company uses a variety of KPI’s to determine achievement, depending on the role of the executive being
assessed. These include:
Successful contract negotiations;
Company share price consistently reaching a targeted rate on the ASX or applicable market over a
period of time;
Company undertaking clinical trials in their primary drug NOX66 within specified time frame.
The CEO currently has the following performance conditions:
o Undertake first clinical trial within 12 months of listing on the ASX – Payment A$35,000
o Undertake second clinical trial within 12 months of listing on the ASX – Payment A$35,000
Page | 11
Directors’ Report (continued)
Remuneration Report (continued)
(a) Principles used to determine the nature and amount of remuneration (continued)
These performance conditions were chosen as the clinical trials are crucial to the long term performance of the
company.
Performance conditions will be satisfied on the enrolment of the first patient in each clinical trial, which marks
the commencement of the trial.
No performance base remuneration was paid during the current financial year.
Securities trading Policy
The trading of Company's securities by employees and Directors is subject to, and conditional upon, the
Securities Trading Policy which is available on the Company's website (www.noxopharm.com).
Use of remuneration consultants
If remuneration consultants are to be engaged to provide remuneration recommendations as defined under
section 9B of the Corporations Act 2001, then they are engaged by, and report directly to, the remuneration
committee. No remuneration consultants were engaged to provide remuneration services during the financial
year.
Remuneration Policy vs Financial Performance
As the Company was recently incorporated and listed on the ASX (9 August 2016) there is no current link
between the Company’s remuneration policy and its financial performance.
The Company’s policy is to remunerate based on industry practice and benchmark industry salaries rather than
performance as this takes into account the risk and liabilities assumed by directors and executives as a result of
their involvement in an R&D Biotech company.
Directors and executives are fairly compensated for the extensive work they undertake.
(b) Details of Remuneration
Amounts of remuneration
Key Management Personnel (KMP) of the Company are defined as those persons having authority and responsibility for
planning, directing and controlling the major activities of the Company, directly or indirectly, including any director (whether
executive or otherwise) of the Company receiving the highest remuneration. Details of the remuneration of the KMP of the
Company are set out in the following tables.
The key management personnel of the Company consisted of the following Directors of Noxopharm Limited:
Dr. Graham Kelly
Mr. Peter Marks
Dr. Ian Dixon
Managing Director and Chief Executive Officer
Non‐Executive Chairman
Non‐Executive Director
Page | 12
3
1
|
e
g
a
P
%
‐
%
‐
%
‐
l
a
t
o
t
f
o
%
n
o
i
t
a
r
e
n
u
m
e
r
o
t
d
e
t
a
e
r
l
e
c
n
a
m
r
o
f
r
e
p
$
0
5
7
3
4
,
6
6
1
9
2
,
,
8
4
2
0
9
1
8
2
8
,
1
5
2
$
2
7
8
2
1
,
‐
2
7
8
,
2
1
$
‐
‐
‐
‐
‐
‐
‐
$
6
3
3
1
1
,
$
0
5
7
3
4
,
6
6
1
9
2
,
,
0
4
0
6
6
1
6
5
9
,
8
3
2
y
l
l
e
K
m
a
h
a
r
G
.
r
D
s
k
r
a
M
r
e
t
e
P
.
r
M
n
o
x
i
D
n
a
I
.
r
D
s
r
o
t
c
e
r
i
D
l
a
t
o
T
l
a
t
o
T
n
o
i
t
a
u
n
n
a
r
e
p
u
S
y
r
a
t
e
n
o
m
‐
n
o
N
e
v
a
e
l
l
a
u
n
n
A
s
e
e
f
6
1
0
2
l
t
n
e
m
y
o
p
m
e
‐
t
s
o
P
s
t
i
f
e
n
e
b
s
t
i
f
e
n
e
b
m
r
e
t
‐
t
r
o
h
S
d
n
a
y
r
a
a
s
h
s
a
C
l
)
d
e
u
n
i
t
n
o
c
(
t
r
o
p
e
R
’
s
r
o
t
c
e
r
i
D
)
d
e
u
n
i
t
n
o
c
(
n
o
i
t
a
r
e
n
u
m
e
r
f
o
s
l
i
a
t
e
D
)
b
(
)
d
e
u
n
i
t
n
o
c
(
t
r
o
p
e
R
n
o
i
t
a
r
e
n
u
m
e
R
Directors’ Report (continued)
Remuneration report (continued)
(c) Service agreements
Executives
Name:
Title:
Agreement commenced:
Term of agreement:
Termination Details:
Non‐Executive Directors
Name:
Title:
Agreement commenced:
Term of agreement:
Termination Details:
Dr. Graham Kelly
Managing Director and Chief Executive Officer
09 August, 2016. Dr Kelly was on a pre‐IPO agreement prior to this date
Open
Notice period of 90 days by Executive or the Company; 12 months by Company
without cause
Mr. Peter Marks
Non‐Executive Chairman
01 March 2016
Open
Nil
Name:
Title:
Agreement commenced:
Term of agreement:
Termination Details:
Dr. Ian Dixon
Non‐Executive Director
01 March 2016
Open
Nil.
(d) Key management personnel disclosures
Founders performance shares
In the current period founders performance shares were issued to the initial seed capital investors of the
Company (two of which were directors) as part of their capital injection.
Dr. Ian Dixon received 366,426 founders performance shares and Dr. Graham Kelly received 6,877,568. Under
the terms of the founders shares, the Company must perform and reach market capitalisation value of A$50
million on or before the 28 February 2021, before the shares can be converted to ordinary fully paid listed shares.
Shareholding
The number of shares in the Company held during the financial year by each director and other members of key
management personnel of the Company, including their personally related parties, is set out below:
Page | 14
Directors’ Report (continued)
Remuneration report (continued)
(e) Key management personnel disclosures (continued)
Shareholding (continued)
2016
Ordinary shares
Dr. Graham Kelly
Peter Marks
Dr. Ian Dixon
Total
Balance at start of
year
Balance at
date of
appointment
Granted as
compensation Net change other (1)
Balance at end of
year
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
31,257,568
500,000
1,766,426
33,523,994
31,257,568
500,000
1766,426
33,523,994
(1) Net change other represents shares acquired by the Directors as part of pre Initial Public Offering (IPO)
raisings.
Option holding
The number of options over ordinary shares in the Company held during the year by each Director and other
Key Management Personnel, including their personally related parties, are set out below.
2016
Directors
Dr. Graham Kelly
Peter Marks
Dr. Ian Dixon
Total
Balance at
start of year
Options
expired or
lapsed
Net change
other (1)
Balance at end
of year
Vested and
exercisable Unvested
‐
‐
‐
‐
‐
‐
‐
‐
12,075,000
200,000
700,000
12,975,000
12,075,000
200,000
700,000
12,975,000
‐
‐
‐
‐
12,075,000
200,000
700,000
12,975,000
(1) Net change other represents free attaching options issued to Directors as part of their participation in pre
IPO raisings. One option was received for every two shares subscribed for.
Related party transactions
There are no related party transactions during the year ended 30 June 2016.
END OF REMUNERATION REPORT
Shares under
option
Unissued ordinary
shares
Unissued ordinary shares of Noxopharm Limited under option at the date of this report are as follows:
Date options granted
Expiry date
Exercise price of options Number under option
31 January 2016
31 January 2016
31 January 2016
28 February 2021
28 February 2021
28 February 2021
$0.30
$0.30
$0.30
357,500
3,277,858
18,950,358
22,585,716
No option holder has any right under the options to participate in any other share issue of the Company or any
other entity. No options have been exercised in the current period.
Page | 15
Directors’ Report (continued)
Remuneration report (continued)
Insurance of officers and indemnities
(a) Insurance of officers
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity
as a director or executive, for which they may be held personally liable, except where there is a lack of good
faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and
executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract
of insurance prohibits disclosure of the nature of liability and the amount of the premium.
The Remuneration report is set out under the following main headings:
(b) Indemnity of auditors
The Company has not, during or since the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of
the company or any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings
on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose
of taking responsibility on behalf of the Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under
section 237 of the Corporations Act 2001.
Non‐Audit Services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where
the auditor's expertise and experience with the Company and/or the Company are important.
Details of the amounts paid or payable to the auditor (William Buck) for audit and non‐audit services provided
during the period are set out below:
Audit and review of financial statements
Other assurance services – Due Diligence Review
2016
$
19,000
6,000
25,000
The Directors are satisfied that the provision of non‐audit services during the financial year, by the auditor (or
by another person or firm on the auditor's behalf), is compatible with the general standard of independence for
auditors imposed by the Corporations Act 2001. The Directors are of the opinion that the services as disclosed
in note 6 to the financial statements do not compromise the external auditor's independence requirements of
the Corporations Act 2001 for the following reasons:
●
●
all non‐audit services have been reviewed and approved to ensure that they do not impact the integrity
and objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in
APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical
Standards Board, including reviewing or auditing the auditor's own work, acting in a management or
decision‐making capacity for the company, acting as advocate for the company or jointly sharing
economic risks and rewards.
Page | 16
Directors’ Report (continued)
Auditor’s independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001
is set out on page 20.
Corporate governance statement
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of
Noxopharm Limited support and adhere to good corporate governance practices. The Company's corporate
governance statement is available on the Company's website together with the Board Skills Matrix at
http://www.noxopharm.com.
ASX Corporate Governance Council Principles and Recommendations
The Company has adopted systems of control and accountability as the basis for the administration of corporate
governance. The Board is committed to administering the policies and procedures with openness and integrity
commensurate with Company’s needs.
The Board seeks, where appropriate, to provide accountability levels that meet or exceed the ASX Corporate
Governance Council’s Principles and Recommendations. Section 7.2 contains a table setting out information in
respect of the Company’s compliance with The Corporate Governance Principles and Recommendations (3rd
Edition) as published by ASX Corporate Governance Council on 27 March 2014 (Recommendations). The
Recommendations replace and update the prior version of the corporate governance recommendations
published by the ASX Corporate Governance Council.
Copies of the Company’s corporate governance procedures, policies and practices are available the Company
website at www.noxopharm.com.
Board of Directors
The Board is responsible for corporate governance of the Company. The Board is responsible for the following
matters:
ensuring the Company’s conduct and activities are ethical and carried out for the benefit of its
stakeholders;
development of corporate strategy, implementation of business plans and performance objectives;
reviewing, ratifying and monitoring systems of risk management, codes of conduct, internal control
systems and legal and regulatory compliance;
monitoring senior executives’ performance and implementation of strategy;
determining appropriate remuneration policies;
allocating resources and ensuring appropriate resources are available to management;
approving and monitoring the budgets, progress of major capital expenditure, capital management
and acquisitions and divestitures; and
approving and monitoring financial and other reporting.
The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate
Directors’ participation in the Board discussions on a fully‐informed basis.
Composition of the Board
Election of Board members is substantially the province of the shareholders in a general meeting. However,
subject thereto, the Company is committed to the following principles:
the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the
Company and its business; and
Page | 17
Directors’ Report (continued)
the principal criterion for the appointment of new Directors is their ability to add value to the Company
and its business.
If any vacancies arise on the Board, all Directors will be involved in the search and recruitment of a replacement.
The Board believes corporate performance is enhanced when it has an appropriate mix of skills and experience.
Any director appointed during the year to fill a casual vacancy or as an addition to the current Board, holds office
until the next annual general meeting and is then eligible for re‐election by the shareholders.
Board charter and policies
The Board has adopted a charter, which formally recognised its responsibilities functions, power and authority
and composition. This charter sets out other things which are important for effective corporate governance
including:
a detailed definition of ‘independence’;
a framework for the identification of candidates for appointment to the Board and their selection
(including undertaking appropriate background checks);
a framework for individual performance review and evaluation;
proper training to be made available to Directors both at the time of their appointment and on an on‐
going basis;
basic procedures for meetings of the Board and its committees including frequency, agenda, minutes
and private discussion of management issues among non‐executive Directors;
ethical standards and values (in a detailed code of corporate conduct);
dealings in securities (in a detailed code for securities transactions designed to ensure fair and
transparent trading by Directors and senior management and their associates); and
communications with shareholders and the market.
Independent professional advice
In accordance to section 9.1 of the Board Charter, subject to approval from the Chairman, each Director has the
right to seek independent legal or other professional advice at the Company’s expense on all matters necessary
for that Director to make fully informed and independent decisions.
Remuneration arrangements
The total maximum remuneration of Non‐Executive Directors is initially set by the Constitution and subsequent
variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the
Corporations Act and the ASX Listing Rules, as applicable. The determination of Non‐Executive Directors’
remuneration within that maximum will be made by the Board having regard to the inputs and value to the
Company of the respective contributions by each Non‐Executive Director. The aggregate remuneration for Non‐
Executive Directors is set at $500,000 per annum. Directors are also entitled to be paid reasonable travelling,
hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.
Trading policy
The Board has adopted a securities trading policy that sets out the guidelines on the sale and purchase of
securities in the Company by its key management personnel. The policy generally provides that written
notification to the Company Secretary must be obtained prior to trading.
External audit
The Company in general meetings is responsible for the appointment of the external auditors of the Company,
and the Board from time to time will review the scope, performance and fees of those external auditors.
Page | 18
Directors’ Report (continued)
Audit and Risk committee
Where Director numbers permit, the Audit and Risk Committee will consist of at least two members. Where
possible, members will be appointed by the Board from amongst the Non‐Executive Directors, and the majority
of which shall be independent Directors. In addition, the Audit and Risk Committee will comprise:
at least one member who has an understanding of the industry in which the Company operates.
Members who can read and understand financial statements and are otherwise financially literate;
The committee’s responsibilities include:
reviewing the overall conduct of the external audit process, including the independence of all parties
to the process;
reviewing the performance of external auditors;
considering the reappointment and proposed fees of the external auditor;
where appropriate, seeking tenders for the audit and where a change of external auditor is
recommended, arrange submissions to the shareholders for shareholder approval;
corporate risk assessment (including economic, environmental and social sustainability risks) and
compliance with internal controls;
overseeing the risk management system;
monitor and review the propriety of any related party transactions;
reviewing the quality and accuracy of all published reports; and
reviewing the accounting function and ongoing application of appropriate accounting and business
policies and procedures.
Meetings shall be held at least quarterly to review and discuss financial issues and the financial statements. A
broad agenda is laid down for each regular meeting according to an annual cycle. The committee may invite the
external auditors to attend each of its meetings.
Remuneration and Nomination Committee
The purpose of this committee is to:
assist the Board and report to it on remuneration and related policies and practices (including
remuneration of senior management and non‐executive Directors); and
assist the Board and make recommendations to it about the appointment of new Directors (both
executive and non‐executive) and senior management.
The committee’s functions include:
review and evaluation of market practices and trends on remuneration matters;
recommendations to the Board about the Company’s remuneration policies and procedures;
oversight of the performance of senior management and non‐executive Directors;
recommendations to the Board about remuneration of senior management and non‐executive
Directors; and
review the Company’s reporting and disclosure practices in relation to the remuneration of
Directors and senior executives.
Meetings shall be held at least annually and more often as required.
Page | 19
Directors’ Report (continued)
Diversity Policy
The Board has adopted a diversity policy which provides a framework for the Company to achieve, amongst
other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and
behaviours for the benefit of all staff, improved employment and career development opportunities for women
and a work environment that values and utilises the contributions of employees with diverse backgrounds,
experiences and perspectives.
Departures from Recommendations
The Board has assessed the Company’s practice against the Guidelines and outlines its assessment as per the
following pages.
Page | 20
e
t
i
s
b
e
w
s
’
y
n
a
p
m
o
C
e
h
t
n
o
e
b
a
l
l
i
a
v
a
s
i
h
c
i
h
w
,
r
e
t
r
a
h
C
e
c
n
a
n
r
e
v
o
G
e
t
a
r
o
p
r
o
C
a
d
e
t
p
o
d
a
s
a
h
y
n
a
p
m
o
C
e
h
T
)
m
o
c
.
m
r
a
h
p
o
x
o
n
w
w
w
.
(
,
d
r
a
o
B
e
h
t
f
o
s
e
i
t
i
l
i
b
i
s
n
o
p
s
e
r
c
i
f
i
c
e
p
s
,
s
g
n
h
t
i
r
e
h
t
o
g
n
o
m
a
,
t
u
o
s
t
e
s
r
e
t
r
a
h
C
e
c
n
a
n
r
e
v
o
G
e
t
a
r
o
p
r
o
C
e
h
T
d
n
a
n
a
m
r
i
a
h
C
e
h
t
f
o
s
e
i
t
i
l
i
b
i
s
n
o
p
s
e
r
d
n
a
s
e
o
r
l
e
h
t
,
n
o
i
t
i
s
o
p
m
o
c
s
’
d
r
a
o
B
e
h
t
o
t
s
a
s
t
n
e
m
e
r
i
u
q
e
r
i
p
h
s
n
o
i
t
a
e
r
l
s
’
d
r
a
o
B
e
h
t
f
o
s
l
i
a
t
e
d
,
n
o
i
t
a
m
r
o
f
n
i
d
n
a
s
d
r
o
c
e
r
y
n
a
p
m
o
C
o
t
s
s
e
c
c
a
s
’
r
o
t
c
e
r
i
D
,
t
n
e
m
e
g
a
n
a
m
.
t
n
e
m
e
g
a
n
a
m
h
t
i
w
o
t
d
e
d
i
v
o
r
p
e
b
l
l
i
w
n
o
i
t
a
m
r
o
f
n
i
d
n
a
r
o
t
c
e
r
i
D
h
c
a
e
f
o
t
c
e
p
s
e
r
n
i
n
e
k
a
t
r
e
d
n
u
n
e
e
b
e
v
a
h
s
k
c
e
h
c
e
t
a
i
r
p
o
r
p
p
A
.
e
t
a
i
r
p
o
r
p
p
a
s
a
n
o
i
t
c
e
e
‐
e
r
l
r
o
n
o
i
t
c
e
e
f
o
e
m
l
i
t
e
h
t
l
t
a
r
e
d
o
h
y
t
i
r
u
c
e
s
a
s
a
h
y
r
a
t
e
r
c
e
S
y
n
a
p
m
o
C
e
h
T
.
y
n
a
p
m
o
C
e
h
t
f
o
e
r
u
t
c
u
r
t
s
e
t
a
r
o
p
r
o
c
d
n
a
r
e
t
r
a
h
C
e
h
t
h
t
i
w
t
n
e
t
s
i
s
n
o
c
s
i
s
i
h
T
.
s
e
v
i
t
u
c
e
x
e
e
h
t
f
o
y
l
t
n
e
d
n
e
p
e
d
n
i
s
e
t
a
r
e
p
o
d
n
a
s
r
e
t
t
a
m
e
s
e
h
t
o
t
n
o
i
t
a
e
r
n
l
i
d
r
a
o
B
e
h
t
h
t
i
i
w
p
h
s
n
o
i
t
a
e
r
t
c
e
r
i
d
l
i
.
e
v
i
t
u
c
e
x
e
r
o
n
e
s
d
n
a
r
o
t
c
e
r
i
d
h
c
a
e
h
t
i
w
s
t
n
e
m
e
e
r
g
a
n
e
t
t
i
r
w
o
t
n
i
d
e
r
e
t
n
e
s
a
h
y
n
a
p
m
o
C
e
h
T
s
e
Y
s
e
Y
s
e
Y
s
e
Y
l
e
b
a
e
r
u
s
a
e
m
t
e
s
l
l
i
w
,
e
e
t
t
i
m
m
o
C
n
o
i
t
a
n
m
o
N
i
&
n
o
i
t
a
r
e
n
u
m
e
R
e
h
t
h
t
i
w
n
o
i
t
a
t
l
u
s
n
o
c
n
i
,
d
r
a
o
B
e
h
T
e
h
t
d
n
a
y
c
i
l
o
p
s
i
h
t
h
t
i
w
e
c
n
a
d
r
o
c
c
a
n
i
,
y
t
i
s
r
e
v
i
d
r
e
d
n
e
g
l
r
a
u
c
i
t
r
a
p
n
i
,
y
t
i
s
r
e
v
i
d
g
n
i
v
e
h
c
a
i
r
o
f
s
e
v
i
t
c
e
b
o
j
e
s
e
h
t
l
f
o
e
c
n
a
v
e
e
r
d
n
a
s
s
e
n
e
v
i
t
c
e
f
f
e
e
h
t
w
e
i
v
e
r
l
l
i
w
d
n
a
e
m
i
t
o
t
e
m
i
t
m
o
r
f
d
r
a
o
B
e
h
t
y
b
t
e
s
s
t
e
g
r
a
t
y
t
i
s
r
e
v
i
d
1
2
|
e
g
a
P
,
6
1
0
2
t
s
u
g
u
A
n
i
X
S
A
n
o
d
e
t
s
i
l
y
l
t
n
e
c
e
r
y
l
n
o
y
n
a
p
m
o
C
e
h
t
s
A
.
s
i
s
a
b
l
a
u
n
n
a
n
a
n
o
s
e
v
i
t
c
e
b
o
j
l
e
b
a
r
u
s
a
e
m
.
)
m
o
c
.
m
r
a
h
p
o
x
o
n
w
w
w
.
(
e
t
i
s
b
e
w
s
’
y
n
a
p
m
o
C
e
h
t
n
o
l
e
b
a
l
i
a
v
a
s
i
h
c
i
h
w
f
o
y
p
o
c
a
,
y
c
i
l
o
p
y
t
i
s
r
e
v
i
d
a
d
e
t
p
o
d
a
s
a
h
y
n
a
p
m
o
C
e
h
T
y
l
l
a
i
t
r
a
P
t
h
g
i
s
r
e
v
o
d
n
a
t
n
e
m
e
g
a
n
a
m
r
o
f
s
n
o
i
t
a
d
n
u
o
f
d
i
l
o
s
y
a
L
l
:
1
e
p
i
c
n
i
r
P
h
c
i
h
w
r
e
t
r
a
h
c
a
e
s
o
l
c
s
i
d
d
n
a
e
v
a
h
l
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
e
h
t
f
o
s
e
i
t
i
l
i
b
i
s
n
o
p
s
e
r
d
n
a
s
e
o
r
l
e
v
i
t
c
e
p
s
e
r
e
h
t
t
u
o
s
t
e
s
a
s
e
d
u
l
c
n
i
d
n
a
;
t
n
e
m
e
g
a
n
a
m
d
n
a
r
i
a
h
c
e
h
t
,
d
r
a
o
B
e
h
t
o
t
d
e
v
r
e
s
e
r
y
l
s
s
e
r
p
x
e
s
r
e
t
t
a
m
e
s
o
h
t
f
o
n
o
i
t
p
i
r
c
s
e
d
.
t
n
e
m
e
g
a
n
a
m
o
t
d
e
t
a
g
e
e
d
e
s
o
h
t
d
n
a
d
r
a
o
B
l
1
.
1
n
o
i
t
a
d
n
e
m
m
o
c
e
R
2
.
1
n
o
i
t
a
d
n
e
m
m
o
c
e
R
l
:
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
a
a
g
n
i
t
n
o
p
p
a
i
e
r
o
f
e
b
s
k
c
e
h
c
e
t
a
i
r
p
o
r
p
p
a
e
k
a
t
r
e
d
n
u
s
r
e
d
o
h
l
y
t
i
r
u
c
e
s
o
t
d
r
a
w
r
o
f
g
n
i
t
t
u
p
r
o
,
n
o
s
r
e
p
d
n
a
;
r
o
t
c
e
r
i
d
a
s
a
,
l
n
o
i
t
c
e
e
r
o
f
e
t
a
d
d
n
a
c
i
l
a
i
r
e
t
a
m
l
l
a
h
t
i
w
s
r
e
d
o
h
l
y
t
i
r
u
c
e
s
e
d
i
v
o
r
p
n
o
i
s
i
c
e
d
a
o
t
l
t
n
a
v
e
e
r
n
o
i
s
s
e
s
s
o
p
s
t
i
n
i
n
o
i
t
a
m
r
o
f
n
i
.
r
o
t
c
e
r
i
d
a
t
c
e
e
‐
e
r
l
r
o
t
c
e
e
o
t
l
t
o
n
r
o
r
e
h
t
e
h
w
n
o
h
c
a
e
h
t
i
w
t
n
e
m
e
e
r
g
a
n
e
t
t
i
r
l
w
a
e
v
a
h
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
f
o
s
m
r
e
t
e
h
t
t
u
o
g
n
i
t
t
e
s
e
v
i
t
u
c
e
x
e
i
r
o
n
e
s
d
n
a
r
o
t
c
e
r
i
d
4
.
1
n
o
i
t
a
d
n
e
m
m
o
c
e
R
i
.
t
n
e
m
t
n
o
p
p
a
r
i
e
h
t
e
b
n
o
l
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
a
f
o
y
r
a
t
e
r
c
e
s
y
n
a
p
m
o
c
e
h
T
,
r
i
a
h
c
e
h
t
h
g
u
o
r
h
t
,
d
r
a
o
B
e
h
t
o
t
y
l
t
c
e
r
i
d
l
e
b
a
t
n
u
o
c
c
a
.
d
r
a
o
B
e
h
t
i
f
o
g
n
n
o
i
t
c
n
u
f
r
e
p
o
r
p
e
h
t
h
t
i
w
o
d
o
t
s
r
e
t
t
a
m
l
l
a
g
n
i
v
e
h
c
a
i
r
o
f
s
e
v
i
t
c
e
j
b
o
l
e
b
a
r
u
s
a
e
m
t
e
s
o
t
)
i
(
d
n
a
;
y
t
i
s
r
e
v
i
d
r
e
d
n
e
g
s
t
n
e
m
e
r
i
u
q
e
r
s
e
d
u
l
c
n
i
h
c
i
h
w
y
c
i
l
o
p
y
t
i
s
r
e
v
i
d
a
e
v
a
h
:
d
r
a
o
B
e
h
t
r
o
f
5
.
1
n
o
i
t
a
d
n
e
m
m
o
c
e
R
l
:
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
3
.
1
n
o
i
t
a
d
n
e
m
m
o
c
e
R
N
O
I
T
A
N
A
L
P
X
E
)
O
N
/
S
E
Y
(
Y
L
P
M
O
C
S
N
O
I
T
A
D
N
E
M
M
O
C
E
R
D
N
A
S
E
L
P
I
C
N
R
P
I
)
d
e
u
n
i
t
n
o
c
(
t
r
o
p
e
R
’
s
r
o
t
c
e
r
i
D
i
d
e
n
m
r
e
t
e
d
e
b
l
l
i
w
s
e
v
i
t
c
e
b
o
h
c
u
s
j
t
a
h
t
d
e
d
n
e
t
n
i
s
i
t
i
,
i
d
e
n
m
r
e
t
e
d
n
e
e
b
t
e
y
t
o
n
e
v
a
h
s
e
v
i
t
c
e
b
o
e
b
a
r
u
s
a
e
m
j
l
e
h
t
d
n
a
s
e
v
i
t
c
e
j
b
o
e
h
t
h
t
o
b
y
l
l
a
u
n
n
a
s
s
e
s
s
a
o
t
)
i
i
(
N
O
I
T
A
N
A
L
P
X
E
)
O
N
/
S
E
Y
(
Y
L
P
M
O
C
S
N
O
I
T
A
D
N
E
M
M
O
C
E
R
D
N
A
S
E
L
P
I
C
N
R
P
I
)
d
e
u
n
i
t
n
o
c
(
t
r
o
p
e
R
’
s
r
o
t
c
e
r
i
D
:
l
w
o
e
b
d
e
l
i
a
t
e
d
s
i
6
1
0
2
r
e
b
m
e
t
p
e
S
7
2
t
a
s
a
r
e
d
n
e
g
y
t
i
s
r
e
v
i
d
s
’
y
n
a
p
m
o
C
e
h
T
.
r
a
e
y
l
a
i
c
n
a
n
i
f
7
1
0
2
e
h
t
g
n
i
r
u
d
)
%
0
5
(
2
f
o
1
:
s
n
o
i
t
i
s
o
p
e
v
i
t
u
c
e
x
e
r
o
n
e
s
n
i
i
.
)
%
0
0
1
(
2
f
o
2
:
n
o
i
t
a
s
i
n
a
g
r
o
e
h
t
n
i
n
e
m
o
W
n
e
m
o
W
)
%
0
(
3
f
o
0
:
d
r
a
o
b
e
h
t
n
o
n
e
m
o
W
s
e
e
t
t
i
m
m
o
c
s
t
i
f
o
e
c
n
a
m
r
o
f
r
e
p
e
h
t
s
a
l
l
e
w
s
a
,
e
c
n
a
m
r
o
f
r
e
p
l
l
a
r
e
v
o
s
t
i
y
l
l
a
u
n
n
a
t
s
a
e
l
t
a
s
w
e
i
v
e
r
d
r
a
o
B
e
h
T
d
n
a
n
o
i
t
a
r
e
n
u
m
e
R
e
h
t
d
n
a
d
r
a
o
B
e
h
t
m
o
r
f
s
t
u
p
n
i
n
o
d
e
s
a
b
,
s
s
e
c
o
r
p
d
n
a
a
i
r
e
t
i
r
c
n
o
i
t
a
u
a
v
e
e
h
t
l
i
s
e
n
m
r
e
t
e
d
n
a
m
r
i
a
h
C
e
h
T
.
s
e
s
s
e
c
o
r
p
n
o
i
t
a
u
a
v
e
e
c
n
a
m
r
o
f
r
e
p
r
o
f
l
s
s
e
c
o
r
p
a
t
u
o
s
t
e
s
r
e
t
r
a
h
C
e
c
n
a
n
r
e
v
o
G
e
t
a
r
o
p
r
o
C
e
h
T
s
e
Y
.
e
e
t
t
i
m
m
o
C
n
o
i
t
a
n
m
o
N
i
.
s
r
o
t
c
e
r
i
d
l
a
u
d
i
v
i
d
n
i
d
n
a
6
1
0
2
e
h
t
f
o
t
c
e
p
s
e
r
n
i
s
w
e
i
v
e
r
e
c
n
a
m
r
o
f
r
e
p
,
r
a
e
y
l
a
i
c
n
a
n
i
f
7
1
0
2
e
h
t
g
n
i
r
u
d
X
S
A
n
o
d
e
t
s
i
l
y
n
a
p
m
o
C
e
h
t
s
A
l
a
i
c
n
a
n
i
f
7
1
0
2
e
h
t
g
n
i
r
u
d
d
e
t
c
u
d
n
o
c
e
b
l
l
i
w
s
w
e
i
v
e
r
e
c
n
a
m
r
o
f
r
e
P
.
l
d
e
t
e
p
m
o
c
n
e
e
b
t
o
n
e
v
a
h
r
a
e
y
l
a
i
c
n
a
n
i
f
.
r
a
e
y
e
h
t
s
e
s
s
e
s
s
a
,
e
e
t
t
i
i
m
m
o
C
n
o
i
t
a
n
m
o
N
d
n
a
n
o
i
t
a
r
e
n
u
m
e
R
e
h
t
m
o
r
f
s
t
u
p
n
i
d
n
a
e
c
n
a
t
s
i
s
s
a
h
t
i
w
,
n
a
m
r
i
a
h
C
e
h
T
2
2
|
e
g
a
P
6
1
0
2
e
h
t
f
o
t
c
e
p
s
e
r
n
i
s
w
e
i
v
e
r
e
c
n
a
m
r
o
f
r
e
p
,
r
a
e
y
l
a
i
c
n
a
n
i
f
7
1
0
2
e
h
t
g
n
i
r
u
d
X
S
A
n
o
d
e
t
s
i
l
y
n
a
p
m
o
C
e
h
t
s
A
l
a
i
c
n
a
n
i
f
7
1
0
2
e
h
t
g
n
i
r
u
d
d
e
t
c
u
d
n
o
c
e
b
l
l
i
w
s
w
e
i
v
e
r
e
c
n
a
m
r
o
f
r
e
P
.
l
d
e
t
e
p
m
o
c
n
e
e
b
t
o
n
e
v
a
h
r
a
e
y
l
a
i
c
n
a
n
i
f
.
r
a
e
y
.
y
l
l
a
u
n
n
a
t
s
a
e
l
t
a
s
e
v
i
t
u
c
e
x
e
r
o
n
e
s
i
f
o
e
c
n
a
m
r
o
f
r
e
p
e
c
n
a
d
r
o
c
c
a
n
i
d
r
a
o
B
e
h
t
y
b
t
e
s
y
t
i
s
r
e
v
i
d
r
e
d
n
e
g
s
t
i
d
n
a
y
c
i
l
o
p
y
t
i
s
r
e
v
i
d
s
’
y
t
i
t
n
e
e
h
t
h
t
i
w
g
n
i
v
e
h
c
a
i
r
o
f
s
e
v
i
t
c
e
j
b
o
l
e
b
a
r
u
s
a
e
m
e
h
t
)
i
(
:
d
o
i
r
e
p
g
n
i
t
r
o
p
e
r
h
c
a
e
f
o
d
n
e
e
h
t
t
a
s
a
e
s
o
l
c
s
i
d
d
n
a
;
t
i
r
o
y
r
a
m
m
u
s
a
r
o
y
c
i
l
o
p
t
a
h
t
e
s
o
l
c
s
i
d
d
n
a
;
i
m
e
h
t
g
n
i
v
e
h
c
a
s
d
r
a
w
o
t
s
s
e
r
g
o
r
p
:
r
e
h
t
i
e
)
i
i
(
e
v
i
t
u
c
e
x
e
i
r
o
n
e
s
n
i
,
d
r
a
o
B
e
h
t
n
o
n
e
m
o
w
n
o
i
t
a
s
i
n
a
g
r
o
e
o
h
w
e
h
t
l
s
s
o
r
c
a
d
n
a
s
n
o
i
t
i
s
o
p
d
e
n
i
f
e
d
s
a
h
y
t
i
t
n
e
e
h
t
w
o
h
i
g
n
d
u
l
c
n
i
(
r
o
;
)
s
e
s
o
p
r
u
p
e
s
e
h
t
r
o
f
”
e
v
i
t
u
c
e
x
e
r
o
n
e
s
“
i
d
n
a
n
e
m
f
o
s
n
o
i
t
r
o
p
o
r
p
e
v
i
t
c
e
p
s
e
r
e
h
t
)
a
(
y
t
i
l
a
u
q
E
r
e
d
n
e
G
l
e
c
a
p
k
r
o
W
e
h
t
n
i
d
e
n
i
f
e
d
s
a
,
”
s
r
o
t
a
c
i
d
n
I
y
t
i
l
a
u
q
E
r
e
d
n
e
G
“
s
’
y
t
i
t
n
e
e
h
t
)
b
(
.
2
1
0
2
t
c
A
6
.
1
n
o
i
t
a
d
n
e
m
m
o
c
e
R
l
:
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
y
l
l
a
c
i
d
o
i
r
e
p
r
o
f
s
s
e
c
o
r
p
a
e
s
o
l
c
s
i
d
d
n
a
e
v
a
h
s
t
i
,
d
r
a
o
B
e
h
t
f
o
e
c
n
a
m
r
o
f
r
e
p
e
h
t
g
n
i
t
a
u
a
v
e
l
d
n
a
;
s
r
o
t
c
e
r
i
d
l
a
u
d
i
v
i
d
n
i
d
n
a
s
e
e
t
t
i
m
m
o
c
r
e
h
t
e
h
w
,
d
o
i
r
e
p
g
n
i
t
r
o
p
e
r
h
c
a
e
o
t
n
o
i
t
a
e
r
n
l
i
e
s
o
l
c
s
i
d
;
m
e
h
t
g
n
i
v
e
h
c
a
n
i
i
s
s
e
r
g
o
r
p
s
’
y
t
i
t
n
e
s
e
Y
;
s
e
v
i
t
u
c
e
x
e
i
r
o
n
e
s
s
t
i
f
o
e
c
n
a
m
r
o
f
r
e
p
e
h
t
g
n
i
t
a
u
a
v
e
l
y
l
l
a
c
i
d
o
i
r
e
p
r
o
f
s
s
e
c
o
r
p
a
e
s
o
l
c
s
i
d
d
n
a
e
v
a
h
d
n
a
7
.
1
n
o
i
t
a
d
n
e
m
m
o
c
e
R
l
:
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
e
h
t
n
i
n
e
k
a
t
r
e
d
n
u
s
a
w
n
o
i
t
a
u
a
v
e
l
e
c
n
a
m
r
o
f
r
e
p
a
.
s
s
e
c
o
r
p
t
a
h
t
h
t
i
w
e
c
n
a
d
r
o
c
c
a
n
i
d
o
i
r
e
p
g
n
i
t
r
o
p
e
r
.
n
o
x
i
D
n
a
I
,
r
o
t
c
e
r
i
D
t
n
e
d
n
e
p
e
d
n
I
y
b
d
e
r
i
a
h
C
s
i
d
n
a
s
r
e
b
m
e
m
d
r
a
o
B
e
e
r
h
t
e
h
t
f
o
s
e
s
i
r
p
m
o
c
e
e
t
t
i
m
m
o
C
e
h
T
.
r
e
t
r
a
h
C
n
w
o
s
t
i
h
t
i
w
d
e
h
s
i
l
b
a
t
s
e
n
e
e
b
s
a
h
e
e
t
t
i
m
m
o
C
i
n
o
i
t
a
n
m
o
N
d
n
a
n
o
i
t
a
r
e
n
u
m
e
R
A
s
e
Y
l
:
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
a
f
o
d
r
a
o
B
e
h
T
1
.
2
n
o
i
t
a
d
n
e
m
m
o
c
e
R
e
h
t
n
i
n
e
k
a
t
r
e
d
n
u
s
a
w
n
o
i
t
a
u
a
v
e
l
e
c
n
a
m
r
o
f
r
e
p
a
.
s
s
e
c
o
r
p
t
a
h
t
h
t
i
w
e
c
n
a
d
r
o
c
c
a
n
i
d
o
i
r
e
p
g
n
i
t
r
o
p
e
r
l
e
u
a
v
d
d
a
o
t
d
r
a
o
B
e
h
t
e
r
u
t
c
u
r
t
S
:
2
e
p
i
c
n
i
r
P
l
N
O
I
T
A
N
A
L
P
X
E
)
O
N
/
S
E
Y
(
Y
L
P
M
O
C
S
N
O
I
T
A
D
N
E
M
M
O
C
E
R
D
N
A
S
E
L
P
I
C
N
R
P
I
)
d
e
u
n
i
t
n
o
c
(
t
r
o
p
e
R
’
s
r
o
t
c
e
r
i
D
r
e
h
t
e
h
w
,
d
o
i
r
e
p
g
n
i
t
r
o
p
e
r
h
c
a
e
o
t
n
o
i
t
a
e
r
n
l
i
e
s
o
l
c
s
i
d
e
t
i
s
b
e
w
s
’
y
n
a
p
m
o
c
e
h
t
m
o
r
f
l
e
b
a
l
i
a
v
a
s
i
r
e
t
r
a
h
C
e
e
t
t
i
m
m
o
C
n
o
i
t
a
n
m
o
N
i
d
n
a
n
o
i
t
a
r
e
n
u
m
e
R
e
h
t
f
o
y
p
o
C
m
o
c
.
m
r
a
h
p
o
x
o
n
w
w
w
.
s
r
o
t
c
e
r
i
D
e
h
t
n
i
t
u
o
t
e
s
s
i
r
e
b
m
e
m
h
c
a
e
f
o
e
c
n
a
d
n
e
t
t
a
g
n
i
t
e
e
m
d
n
a
d
e
h
s
g
n
i
t
e
e
m
e
e
t
t
i
l
m
m
o
c
d
r
a
o
B
f
o
s
l
i
a
t
e
D
.
t
r
o
p
e
R
h
c
i
h
w
s
r
o
t
c
e
r
i
D
g
n
i
t
n
o
p
p
a
i
d
n
a
g
n
i
t
c
e
e
s
l
r
o
f
s
e
r
u
d
e
c
o
r
p
e
h
t
t
u
o
s
t
e
s
r
e
t
r
a
h
C
e
c
n
a
n
r
e
v
o
G
e
t
a
r
o
p
r
o
C
s
’
y
n
a
p
m
o
C
e
h
T
s
e
Y
s
’
y
n
a
p
m
o
C
e
h
t
f
o
t
c
u
d
n
o
c
e
h
t
r
o
f
y
r
a
s
s
e
c
e
n
e
c
n
e
i
r
e
p
x
e
d
n
a
l
l
i
k
s
f
o
e
c
n
a
a
b
l
a
g
n
i
r
u
s
n
e
o
t
t
n
e
m
t
i
m
m
o
c
a
s
e
d
u
l
c
n
i
.
s
e
i
t
i
v
i
t
c
a
3
2
|
e
g
a
P
.
.
m
o
c
.
m
r
a
h
p
o
x
o
n
w
w
w
e
t
i
s
b
e
w
s
’
y
n
a
p
m
o
c
e
h
t
m
o
r
f
e
b
a
l
l
i
a
v
a
s
i
x
i
r
t
a
m
s
l
l
i
k
s
d
r
a
o
B
s
’
y
n
a
p
m
o
C
e
h
T
m
o
h
w
f
o
y
t
i
r
o
a
m
a
j
,
s
r
e
b
m
e
m
e
e
r
h
t
t
s
a
e
l
t
a
s
a
h
)
i
(
d
n
a
;
s
r
o
t
c
e
r
i
D
t
n
e
d
n
e
p
e
d
n
I
e
r
a
,
r
o
t
c
e
r
i
D
t
n
e
d
n
e
p
e
d
n
I
n
a
y
b
d
e
r
i
a
h
c
s
i
)
i
i
(
d
n
a
;
e
e
t
t
i
m
m
o
c
e
h
t
f
o
s
r
e
b
m
e
m
e
h
t
)
v
i
(
;
e
e
t
t
i
m
m
o
c
e
h
t
f
o
r
e
t
r
a
h
c
e
h
t
)
i
i
i
(
:
e
s
o
l
c
s
i
d
d
n
a
e
h
t
,
d
o
i
r
e
p
g
n
i
t
r
o
p
e
r
h
c
a
e
f
o
d
n
e
e
h
t
t
a
s
a
)
v
(
:
h
c
i
h
w
e
e
t
t
i
m
m
o
c
n
o
i
t
a
n
m
o
n
a
e
v
a
h
i
t
u
o
h
g
u
o
r
h
t
t
e
m
e
e
t
t
i
m
m
o
c
e
h
t
s
e
m
i
t
f
o
r
e
b
m
u
n
e
h
t
f
o
s
e
c
n
a
d
n
e
t
t
a
l
a
u
d
i
v
i
d
n
i
e
h
t
d
n
a
d
o
i
r
e
p
e
h
t
r
o
;
s
g
n
i
t
e
e
m
e
s
o
h
t
t
a
s
r
e
b
m
e
m
e
s
o
l
c
s
i
d
,
e
e
t
t
i
i
m
m
o
c
n
o
i
t
a
n
m
o
n
a
e
v
a
h
t
o
n
s
e
o
d
t
i
f
i
s
s
e
r
d
d
a
o
t
l
s
y
o
p
m
e
t
i
s
e
s
s
e
c
o
r
p
e
h
t
d
n
a
t
c
a
f
t
a
h
t
d
r
a
o
B
e
h
t
t
a
h
t
e
r
u
s
n
e
o
t
d
n
a
s
e
u
s
s
i
n
o
i
s
s
e
c
c
u
s
d
r
a
o
B
,
e
c
n
e
i
r
e
p
x
e
,
s
l
l
i
k
s
f
o
e
c
n
a
a
b
l
e
t
a
i
r
p
o
r
p
p
a
e
h
t
s
a
h
l
e
b
a
n
e
o
t
y
t
i
t
n
e
e
h
t
l
f
o
e
g
d
e
w
o
n
k
d
n
a
e
c
n
e
d
n
e
p
e
d
n
i
s
e
i
t
i
l
i
b
i
s
n
o
p
s
e
r
d
n
a
s
e
i
t
u
d
s
t
i
e
g
r
a
h
c
s
i
d
o
t
t
i
l
l
i
k
s
d
r
a
o
B
a
e
s
o
l
c
s
i
d
d
n
a
e
v
a
h
l
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
e
h
t
t
a
h
t
y
t
i
s
r
e
v
i
d
d
n
a
s
l
l
i
k
s
f
o
x
i
m
e
h
t
t
u
o
g
n
i
t
t
e
s
x
i
r
t
a
m
s
t
i
n
i
e
v
e
h
c
a
i
o
t
g
n
i
k
o
o
l
s
i
r
o
s
a
h
y
l
t
n
e
r
r
u
c
d
r
a
o
B
.
i
p
h
s
r
e
b
m
e
m
.
y
l
e
v
i
t
c
e
f
f
e
2
.
2
n
o
i
t
a
d
n
e
m
m
o
c
e
R
e
v
i
t
u
c
e
x
E
i
f
e
h
C
d
n
a
r
o
t
c
e
r
i
D
i
g
n
g
a
n
a
M
e
h
t
d
n
a
r
o
t
c
e
r
i
D
t
n
e
d
n
e
p
e
d
n
i
n
a
,
s
k
r
a
M
r
e
t
e
P
s
i
y
n
a
p
m
o
C
e
h
t
f
o
r
i
a
h
C
e
h
T
s
e
Y
.
y
l
l
e
K
m
a
h
a
r
G
s
i
r
e
c
i
f
f
O
n
a
e
b
l
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
a
f
o
d
r
a
o
B
e
h
t
f
o
r
i
a
h
c
e
h
T
.
s
r
o
t
c
e
r
i
D
t
n
e
d
n
e
p
e
d
n
I
5
.
2
n
o
i
t
a
d
n
e
m
m
o
c
e
R
s
e
Y
l
e
b
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
a
f
o
d
r
a
o
B
e
h
t
f
o
y
t
i
r
o
a
m
A
j
4
.
2
n
o
i
t
a
d
n
e
m
m
o
c
e
R
r
o
t
c
e
r
i
d
h
c
a
e
f
o
e
c
i
v
r
e
s
f
o
h
t
g
n
e
l
e
h
t
d
n
a
l
s
e
p
i
c
n
i
r
P
e
c
n
a
n
r
e
v
o
G
e
t
a
r
o
p
r
o
C
X
S
A
f
o
s
i
d
r
a
o
B
e
h
t
t
u
b
,
)
n
o
i
t
i
d
E
d
r
3
(
n
o
i
t
a
d
n
e
m
m
o
c
e
R
e
h
t
e
h
t
n
i
f
o
e
r
u
t
a
n
e
h
t
,
r
o
t
c
e
r
i
d
e
h
t
f
o
e
c
n
e
d
n
e
p
e
d
n
i
i
p
h
s
n
o
i
t
a
e
r
l
r
o
n
o
i
t
a
i
c
o
s
s
a
,
n
o
i
t
i
s
o
p
,
t
s
e
r
e
t
n
i
e
s
i
m
o
r
p
m
o
c
t
o
n
s
e
o
d
t
i
t
a
h
t
i
n
o
n
p
o
i
e
h
t
f
o
s
i
d
r
a
o
B
e
h
t
y
h
w
f
o
n
o
i
t
a
n
a
p
x
e
l
n
a
d
n
a
n
o
i
t
s
e
u
q
i
d
n
a
;
n
o
n
p
o
t
a
h
t
i
5
1
0
2
r
e
b
o
t
c
O
7
2
d
e
t
n
o
p
p
a
–
y
l
l
i
e
K
m
a
h
a
r
G
‐
e
h
t
f
o
3
2
.
x
o
B
n
i
d
e
b
i
r
c
s
e
d
e
p
y
t
e
h
t
f
o
i
p
h
s
n
o
i
t
a
e
r
l
o
t
d
e
d
e
e
n
l
e
g
d
e
w
o
n
k
d
n
a
l
l
i
k
s
e
h
t
i
i
n
a
t
n
a
m
d
n
a
l
p
o
e
v
e
d
y
a
m
y
e
h
t
t
a
h
t
o
s
s
r
o
t
c
e
r
i
D
r
o
f
s
e
i
t
i
n
u
t
r
o
p
p
o
t
n
e
m
p
o
e
v
e
d
l
l
a
n
o
i
s
s
e
f
o
r
p
e
t
a
i
r
p
o
r
p
p
a
g
n
i
r
u
c
o
r
p
o
t
d
e
t
t
i
m
m
o
c
s
i
y
n
a
p
m
o
C
e
h
T
.
r
e
t
r
a
h
C
d
r
a
o
B
e
h
t
h
t
i
w
t
n
e
t
s
i
s
n
o
c
s
i
s
i
h
T
s
e
Y
4
2
|
e
g
a
P
i
f
o
g
n
d
n
a
t
s
r
e
d
n
u
r
a
e
l
c
a
e
v
i
g
o
t
d
n
a
s
e
i
t
u
d
r
i
e
h
t
f
o
e
g
r
a
h
c
s
i
d
e
h
t
n
i
l
s
d
r
a
d
n
a
t
s
e
b
i
s
s
o
p
t
s
e
h
g
h
e
h
t
e
v
e
h
c
a
o
t
i
i
s
r
o
t
c
e
r
i
D
l
e
b
a
n
e
o
t
k
r
o
w
e
m
a
r
f
a
t
u
o
s
t
e
s
h
c
i
h
w
,
t
c
u
d
n
o
C
f
o
e
d
o
C
a
s
e
d
u
l
c
n
i
r
e
t
r
a
h
C
e
c
n
a
n
r
e
v
o
G
e
t
a
r
o
p
r
o
C
s
’
y
n
a
p
m
o
C
e
h
T
s
e
Y
.
e
s
i
w
r
e
h
t
o
r
o
m
a
r
g
o
r
p
l
a
m
r
o
f
n
i
y
b
e
b
s
i
h
t
r
e
h
t
e
h
w
,
y
l
e
v
i
t
c
e
f
f
e
s
e
o
r
l
r
i
e
h
t
m
r
o
f
r
e
p
w
e
n
g
n
i
t
c
u
d
n
i
r
o
f
m
a
r
g
o
r
p
a
e
v
a
h
l
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
l
a
n
o
i
s
s
e
f
o
r
p
e
t
a
i
r
p
o
r
p
p
a
i
g
n
d
i
v
o
r
p
d
n
a
s
r
o
t
c
e
r
i
d
o
t
s
r
o
t
c
e
r
i
d
i
g
n
u
n
i
t
n
o
c
r
o
f
s
e
i
t
i
n
u
t
r
o
p
p
o
t
n
e
m
p
o
e
v
e
d
l
.
y
t
i
t
n
e
e
h
t
f
o
O
E
C
e
h
t
s
a
n
o
s
r
e
p
e
m
a
s
6
.
2
n
o
i
t
a
d
n
e
m
m
o
c
e
R
l
o
t
d
e
d
e
e
n
e
g
d
e
w
o
n
k
d
n
a
s
l
l
i
k
s
e
h
t
n
a
t
n
a
m
d
n
a
p
o
e
v
e
d
i
i
l
.
y
l
e
v
i
t
c
e
f
f
e
r
o
t
c
e
r
i
d
a
s
a
e
o
r
l
r
i
e
h
t
m
r
o
f
r
e
p
y
l
b
i
s
n
o
p
s
e
r
d
n
a
y
l
l
a
c
i
h
t
e
t
c
A
l
:
3
e
p
i
c
n
i
r
P
1
.
3
n
o
i
t
a
d
n
e
m
m
o
c
e
R
l
e
h
t
e
b
t
o
n
d
u
o
h
s
,
r
a
u
c
i
t
r
a
p
n
l
i
,
d
n
a
r
o
t
c
e
r
i
D
t
n
e
d
n
e
p
e
d
n
I
:
s
e
n
i
l
i
e
d
u
G
e
h
t
f
o
s
e
s
o
p
r
u
p
e
h
t
r
o
f
t
n
e
d
n
e
p
e
d
n
i
t
o
n
d
e
m
e
e
d
e
r
a
s
r
o
t
c
e
r
i
d
g
n
w
o
i
l
l
o
f
e
h
t
s
e
t
o
n
d
r
a
o
B
e
h
T
:
t
n
e
d
n
e
p
e
d
n
i
e
b
o
t
s
r
o
t
c
e
r
i
D
g
n
w
o
i
l
l
o
f
e
h
t
s
r
e
d
i
s
n
o
c
y
n
a
p
m
o
C
e
h
T
s
e
Y
6
1
0
2
h
c
r
a
M
5
1
d
e
t
n
o
p
p
a
–
s
k
r
a
M
i
r
e
t
e
P
‐
6
1
0
2
h
c
r
a
M
5
1
d
e
t
n
o
p
p
a
–
n
o
x
i
D
n
a
I
i
‐
d
r
a
o
B
e
h
t
y
b
d
e
r
e
d
i
s
n
o
c
s
r
o
t
c
e
r
i
d
e
h
t
f
o
s
e
m
a
n
e
h
t
;
s
r
o
t
c
e
r
i
D
t
n
e
d
n
e
p
e
d
n
I
e
b
o
t
r
o
n
o
i
t
a
i
c
o
s
s
a
,
n
o
i
t
i
s
o
p
,
t
s
e
r
e
t
n
i
n
a
s
a
h
r
o
t
c
e
r
i
d
a
f
i
l
:
e
s
o
l
c
s
i
d
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
3
.
2
n
o
i
t
a
d
n
e
m
m
o
c
e
R
N
O
I
T
A
N
A
L
P
X
E
)
O
N
/
S
E
Y
(
Y
L
P
M
O
C
S
N
O
I
T
A
D
N
E
M
M
O
C
E
R
D
N
A
S
E
L
P
I
C
N
R
P
I
)
d
e
u
n
i
t
n
o
c
(
t
r
o
p
e
R
’
s
r
o
t
c
e
r
i
D
s
’
y
n
a
p
m
o
C
e
h
t
t
a
l
e
b
a
l
i
a
v
a
s
i
r
e
t
r
a
h
C
e
c
n
a
n
r
e
v
o
G
e
t
a
r
o
p
r
o
C
e
h
t
f
o
y
p
o
c
A
.
e
c
n
a
n
r
e
v
o
g
e
t
a
r
o
p
r
o
c
n
i
e
c
i
t
c
a
r
p
t
s
e
b
l
:
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
N
O
I
T
A
N
A
L
P
X
E
)
O
N
/
S
E
Y
(
Y
L
P
M
O
C
S
N
O
I
T
A
D
N
E
M
M
O
C
E
R
D
N
A
S
E
L
P
I
C
N
R
P
I
)
d
e
u
n
i
t
n
o
c
(
t
r
o
p
e
R
’
s
r
o
t
c
e
r
i
D
.
t
r
o
p
e
R
s
r
o
t
c
e
r
i
D
e
h
t
n
i
t
u
o
t
e
s
s
i
r
e
b
m
e
m
h
c
a
e
f
o
e
c
n
a
d
n
e
t
t
a
g
n
i
t
e
e
m
d
n
a
d
e
h
s
g
n
i
t
e
e
m
e
e
t
t
i
l
m
m
o
c
d
r
a
o
B
f
o
s
l
i
a
t
e
D
.
.
m
o
c
.
m
r
a
h
p
o
x
o
n
w
w
w
e
t
i
s
b
e
w
s
’
y
n
a
p
m
o
c
e
h
t
i
m
o
r
f
d
e
n
a
t
b
o
e
b
n
a
c
r
e
t
r
a
h
C
e
e
t
t
i
m
m
o
C
k
s
i
R
d
n
a
t
i
d
u
A
e
h
t
f
o
y
p
o
C
e
h
T
.
d
r
a
o
B
e
h
t
o
t
t
r
o
p
e
r
d
n
a
t
s
i
s
s
a
o
t
e
e
t
t
i
m
m
o
C
t
n
e
m
e
g
a
n
a
M
k
s
i
R
d
n
a
t
i
d
u
A
n
a
d
e
h
s
i
l
b
a
t
s
e
s
a
h
y
n
a
p
m
o
C
e
h
T
s
e
Y
.
n
o
x
i
D
n
a
I
,
r
o
t
c
e
r
i
D
t
n
e
d
n
e
p
e
d
n
I
y
b
d
e
r
i
a
h
C
s
i
d
n
a
s
r
e
b
m
e
m
d
r
a
o
B
e
e
r
h
t
e
h
t
f
o
s
e
s
i
r
p
m
o
c
e
e
t
t
i
m
m
o
C
)
m
o
c
.
m
r
a
h
p
o
x
o
n
w
w
w
.
(
e
t
i
s
b
e
w
j
y
t
i
r
o
a
m
a
d
n
a
s
r
o
t
c
e
r
i
D
e
v
i
t
u
c
e
x
E
‐
n
o
N
e
r
a
d
n
a
;
s
r
o
t
c
e
r
i
D
t
n
e
d
n
e
p
e
d
n
I
e
r
a
m
o
h
w
f
o
m
o
h
w
f
o
l
l
a
,
s
r
e
b
m
e
m
e
e
r
h
t
t
s
a
e
l
t
a
s
a
h
)
i
(
,
r
o
t
c
e
r
i
D
t
n
e
d
n
e
p
e
d
n
I
n
a
y
b
d
e
r
i
a
h
c
s
i
)
i
i
(
,
d
r
a
o
B
e
h
t
f
o
r
i
a
h
c
e
h
t
t
o
n
s
i
o
h
w
;
e
e
t
t
i
m
m
o
C
e
h
t
f
o
r
e
t
r
a
h
C
e
h
t
)
i
i
i
(
:
e
s
o
l
c
s
i
d
d
n
a
i
r
o
n
e
s
,
s
r
o
t
c
e
r
i
d
s
t
i
r
o
f
t
c
u
d
n
o
c
f
o
e
d
o
c
a
e
v
a
h
l
d
n
a
;
s
e
e
y
o
p
m
e
d
n
a
s
e
v
i
t
u
c
e
x
e
.
t
i
f
o
y
r
a
m
m
u
s
a
r
o
e
d
o
c
t
a
h
t
e
s
o
l
c
s
i
d
g
n
i
t
r
o
p
e
r
e
t
a
r
o
p
r
o
c
n
i
y
t
i
r
g
e
t
n
i
d
r
a
u
g
e
f
a
S
:
4
e
p
i
c
n
i
r
P
l
:
h
c
i
h
w
e
e
t
t
i
m
m
o
c
t
i
d
u
a
n
a
e
v
a
h
l
:
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
a
f
o
d
r
a
o
B
e
h
T
1
.
4
n
o
i
t
a
d
n
e
m
m
o
c
e
R
e
c
n
e
i
r
e
p
x
e
d
n
a
s
n
o
i
t
a
c
i
f
i
l
a
u
q
t
n
a
v
e
e
r
l
e
h
t
)
v
i
(
d
n
a
;
e
e
t
t
i
m
m
o
c
e
h
t
f
o
s
r
e
b
m
e
m
e
h
t
f
o
t
e
m
e
e
t
t
i
m
m
o
c
e
h
t
s
e
m
i
t
f
o
r
e
b
m
u
n
l
a
u
d
i
v
i
d
n
i
e
h
t
d
n
a
d
o
i
r
e
p
e
h
t
t
u
o
h
g
u
o
r
h
t
e
s
o
h
t
t
a
s
r
e
b
m
e
m
e
h
t
f
o
s
e
c
n
a
d
n
e
t
t
a
e
h
t
,
d
o
i
r
e
p
g
n
i
t
r
o
p
e
r
h
c
a
e
o
t
n
o
i
t
a
e
r
l
n
i
)
v
(
r
o
;
s
g
n
i
t
e
e
m
t
a
h
t
l
s
y
o
p
m
e
t
i
s
e
s
s
e
c
o
r
p
e
h
t
d
n
a
t
c
a
f
t
a
h
t
y
t
i
r
g
e
t
n
i
e
h
t
d
r
a
u
g
e
f
a
s
d
n
a
y
f
i
r
e
v
y
l
t
n
e
d
n
e
p
e
d
n
i
e
s
o
l
c
s
i
d
,
e
e
t
t
i
m
m
o
C
t
i
d
u
A
n
a
e
v
a
h
t
o
n
s
e
o
d
t
i
f
i
s
e
s
s
e
c
o
r
p
e
h
t
g
n
d
u
l
c
n
i
i
,
g
n
i
t
r
o
p
e
r
e
t
a
r
o
p
r
o
c
s
t
i
f
o
5
2
|
e
g
a
P
e
v
i
e
c
e
r
,
d
o
i
r
e
p
l
a
i
c
n
a
n
i
f
a
r
o
f
s
t
n
e
m
e
t
a
t
s
l
a
i
c
n
a
n
i
f
s
’
y
t
i
t
n
e
.
d
r
a
o
B
d
n
a
e
e
t
t
i
m
m
o
C
k
s
i
R
d
n
a
t
i
d
u
A
e
h
t
y
b
d
e
t
p
o
d
a
h
c
a
o
r
p
p
a
e
h
t
h
t
i
w
t
n
e
t
s
i
s
n
o
c
s
i
s
i
h
T
s
e
Y
l
a
n
r
e
t
x
e
e
h
t
f
o
l
a
v
o
m
e
r
d
n
a
t
n
e
m
t
n
o
p
p
a
i
e
h
t
r
o
f
t
n
e
m
e
g
a
g
n
e
t
i
d
u
a
e
h
t
f
o
n
o
i
t
a
t
o
r
e
h
t
d
n
a
r
o
t
i
d
u
a
e
h
t
s
e
v
o
r
p
p
a
t
i
e
r
o
f
e
b
,
l
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
a
f
o
d
r
a
o
B
e
h
T
.
r
e
n
t
r
a
p
2
.
4
n
o
i
t
a
d
n
e
m
m
o
c
e
R
s
n
o
i
t
s
e
u
q
k
s
a
o
t
d
e
l
t
i
t
n
e
e
b
l
l
i
l
w
s
r
e
d
o
h
e
r
a
h
s
d
n
a
M
G
A
e
h
t
d
n
e
t
t
a
o
t
d
e
t
s
e
u
q
e
r
e
b
l
l
i
w
r
o
t
i
d
u
a
s
’
m
r
a
h
p
o
x
o
N
s
e
Y
.
m
o
c
.
m
r
a
h
p
o
x
o
n
w
w
w
e
t
i
s
b
e
w
s
’
y
n
a
p
m
o
C
e
h
t
i
m
o
r
f
d
e
n
a
t
b
o
e
b
n
a
c
h
c
i
h
w
f
o
y
p
o
c
,
r
e
t
r
a
h
C
e
c
n
a
n
r
e
v
o
G
e
t
a
r
o
p
r
o
C
s
t
i
f
o
t
r
a
p
s
m
r
o
f
h
c
i
h
w
y
c
i
l
o
P
e
r
u
s
o
l
c
s
i
D
d
n
a
n
o
i
t
a
c
i
n
u
m
m
o
C
n
e
t
t
i
r
w
a
s
a
h
y
n
a
p
m
o
C
e
h
T
s
e
Y
.
s
e
n
i
l
i
e
d
u
G
e
s
e
h
t
d
n
a
t
c
A
s
n
o
i
t
a
r
o
p
r
o
C
e
h
t
h
t
i
w
e
c
n
a
d
r
o
c
c
a
n
i
h
c
i
h
w
r
e
t
r
a
h
C
e
c
n
a
n
r
e
v
o
G
e
t
a
r
o
p
r
o
C
e
h
t
n
i
l
e
b
a
l
i
a
v
a
s
i
e
c
n
a
n
r
e
v
o
g
s
t
i
d
n
a
y
n
a
p
m
o
C
e
h
t
t
u
o
b
a
n
o
i
t
a
m
r
o
f
n
I
.
m
o
c
.
m
r
a
h
p
o
x
o
n
w
w
w
e
t
i
s
b
e
w
s
’
y
n
a
p
m
o
C
e
h
t
n
o
d
n
u
o
f
e
b
n
a
c
,
r
e
t
r
a
h
C
d
r
a
o
B
s
t
i
f
o
t
r
a
p
s
m
r
o
f
h
c
i
h
w
y
c
i
l
o
P
e
r
u
s
o
l
c
s
i
D
d
n
a
n
o
i
t
a
c
i
n
u
m
m
o
C
a
d
e
t
p
o
d
a
s
a
h
y
n
a
p
m
o
C
e
h
T
s
e
Y
s
e
Y
.
m
o
c
.
m
r
a
h
p
o
x
o
n
w
w
w
e
t
i
s
b
e
w
s
’
y
n
a
p
m
o
C
e
h
t
t
a
e
b
a
l
l
i
a
v
a
s
i
h
c
i
h
w
f
o
y
p
o
c
6
2
|
e
g
a
P
l
l
a
,
t
a
s
n
o
i
t
s
e
u
q
e
s
i
a
r
d
n
a
,
n
i
e
t
a
p
i
c
i
t
r
a
p
o
t
d
e
g
a
r
u
o
c
n
e
e
r
a
l
s
r
e
d
o
h
e
r
a
h
S
.
X
S
A
e
h
t
o
t
d
e
s
a
e
e
r
n
o
i
t
a
m
r
o
f
n
l
i
.
s
g
n
i
t
e
e
m
l
r
e
d
o
h
e
r
a
h
s
o
t
o
t
e
t
i
s
b
e
w
s
’
y
n
a
p
m
o
C
e
h
t
t
a
l
e
b
a
l
i
a
v
a
e
d
a
m
e
r
a
s
k
n
i
L
.
s
g
n
i
t
e
e
m
t
a
n
o
i
t
a
p
i
c
i
t
r
a
p
e
g
a
r
u
o
c
n
e
d
n
a
e
t
a
t
i
l
i
c
a
f
d
e
m
a
i
s
e
s
s
e
c
o
r
p
d
n
a
s
e
c
i
l
o
p
i
s
n
a
t
n
o
c
,
e
v
o
b
a
o
t
d
e
r
r
e
f
e
r
y
c
i
l
o
P
e
r
u
s
o
l
c
s
i
D
d
n
a
n
o
i
t
a
c
i
n
u
m
m
o
C
e
h
T
s
e
Y
s
i
h
c
i
h
w
l
o
r
t
n
o
c
l
a
n
r
e
t
n
i
d
n
a
t
n
e
m
e
g
a
n
a
m
k
s
i
r
f
o
m
e
t
s
y
s
.
y
l
e
v
i
t
c
e
f
f
e
g
n
i
t
a
r
e
p
o
3
.
4
n
o
i
t
a
d
n
e
m
m
o
c
e
R
s
t
i
o
t
t
a
h
t
e
r
u
s
n
e
l
d
u
o
h
s
M
G
A
n
a
s
a
h
t
a
h
t
y
t
i
t
n
e
d
e
t
s
i
l
A
l
e
b
a
l
i
a
v
a
s
i
d
n
a
M
G
A
s
t
i
s
d
n
e
t
t
a
r
o
t
i
d
u
a
l
a
n
r
e
t
x
e
e
h
t
o
t
t
n
a
v
e
e
r
l
s
r
e
d
o
h
l
y
t
i
r
u
c
e
s
m
o
r
f
s
n
o
i
t
s
e
u
q
r
e
w
s
n
a
.
t
i
d
u
a
e
r
u
s
o
l
c
s
i
d
d
e
c
n
a
a
b
d
n
a
y
l
e
m
l
i
t
e
k
a
M
l
:
5
e
p
i
c
n
i
r
P
s
t
i
h
t
i
w
g
n
i
y
l
p
m
o
c
r
o
f
y
c
i
l
o
p
n
e
t
t
i
r
w
a
e
v
a
h
g
n
i
t
s
i
L
e
h
t
r
e
d
n
u
s
n
o
i
t
a
g
i
l
b
o
e
r
u
s
o
l
c
s
i
d
s
u
o
u
n
i
t
n
o
c
.
t
i
f
o
y
r
a
m
m
u
s
a
r
o
y
c
i
l
o
p
t
a
h
t
e
s
o
l
c
s
i
d
d
n
a
;
s
e
u
R
l
l
s
r
e
d
o
h
y
t
i
r
u
c
e
s
f
o
s
t
h
g
i
r
e
h
t
t
c
e
p
s
e
R
:
6
e
l
p
i
c
n
i
r
P
s
t
i
d
n
a
f
l
e
s
t
i
t
u
o
b
a
n
o
i
t
a
m
r
o
f
n
i
e
d
i
v
o
r
p
d
u
o
h
s
l
y
t
i
t
n
e
d
e
t
s
i
l
A
.
e
t
i
s
b
e
w
s
t
i
a
i
v
s
r
o
t
s
e
v
n
i
o
t
e
c
n
a
n
r
e
v
o
g
1
.
6
n
o
i
t
a
d
n
e
m
m
o
c
e
R
r
o
t
s
e
v
n
i
n
a
t
n
e
m
e
p
m
l
i
d
n
a
n
g
i
s
e
d
l
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
y
a
w
‐
o
w
t
e
v
i
t
c
e
f
f
e
e
t
a
t
i
l
i
c
a
f
o
t
m
a
r
g
o
r
p
s
n
o
i
t
a
e
r
l
2
.
6
n
o
i
t
a
d
n
e
m
m
o
c
e
R
.
s
r
o
t
s
e
v
n
i
h
t
i
w
n
o
i
t
a
c
i
n
u
m
m
o
c
3
.
6
n
o
i
t
a
d
n
e
m
m
o
c
e
R
s
a
h
t
i
s
e
s
s
e
c
o
r
p
d
n
a
s
e
i
c
i
l
l
o
p
e
h
t
e
s
o
l
c
s
i
d
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
1
.
5
n
o
i
t
a
d
n
e
m
m
o
c
e
R
l
:
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
e
h
t
f
o
w
e
i
v
r
i
a
f
d
n
a
e
u
r
t
a
e
v
i
g
d
n
a
s
d
r
a
d
n
a
t
s
g
n
i
t
n
u
o
c
c
a
t
a
h
t
d
n
a
y
t
i
t
n
e
e
h
t
f
o
e
c
n
a
m
r
o
f
r
e
p
d
n
a
n
o
i
t
i
s
o
p
l
a
i
c
n
a
n
i
f
d
n
u
o
s
a
f
o
s
i
s
a
b
e
h
t
n
o
d
e
m
r
o
f
n
e
e
b
s
a
h
i
n
o
n
p
o
i
e
h
t
s
g
n
i
t
e
e
m
t
a
n
o
i
t
a
p
i
c
i
t
r
a
p
e
g
a
r
u
o
c
n
e
d
n
a
e
t
a
t
i
l
i
c
a
f
o
t
e
c
a
p
n
l
i
l
.
s
r
e
d
o
h
y
t
i
r
u
c
e
s
f
o
e
t
a
i
r
p
o
r
p
p
a
e
h
t
h
t
i
w
y
l
p
m
o
c
s
t
n
e
m
e
t
a
t
s
l
a
i
c
n
a
n
i
f
e
h
t
t
a
h
t
N
O
I
T
A
N
A
L
P
X
E
)
O
N
/
S
E
Y
(
Y
L
P
M
O
C
S
N
O
I
T
A
D
N
E
M
M
O
C
E
R
D
N
A
S
E
L
P
I
C
N
R
P
I
l
a
i
c
n
a
n
i
f
e
h
t
t
a
h
t
n
o
i
t
a
r
a
l
c
e
d
a
O
F
C
d
n
a
O
E
C
s
t
i
m
o
r
f
)
d
e
u
n
i
t
n
o
c
(
t
r
o
p
e
R
’
s
r
o
t
c
e
r
i
D
i
i
d
n
a
d
e
n
a
t
n
a
m
y
l
r
e
p
o
r
p
n
e
e
b
e
v
a
h
y
t
i
t
n
e
e
h
t
f
o
s
d
r
o
c
e
r
y
n
a
p
m
o
C
e
h
t
m
o
r
f
s
n
o
i
t
a
c
i
n
u
m
m
o
c
e
v
i
e
c
e
r
o
t
t
c
e
e
l
n
a
c
l
s
r
e
d
o
h
e
r
a
h
S
.
s
e
m
i
t
e
t
a
i
r
p
o
r
p
p
a
t
a
l
s
r
e
d
o
h
e
r
a
h
s
.
l
i
a
m
e
y
b
e
d
a
m
e
b
n
a
c
y
n
a
p
m
o
C
e
h
t
o
t
s
n
o
i
t
a
c
i
n
u
m
m
o
c
j
f
o
y
t
i
r
o
a
m
e
h
t
d
n
a
l
i
a
m
e
y
b
e
r
u
t
u
f
s
a
l
l
e
w
s
a
,
s
r
o
t
s
e
v
n
i
r
o
f
n
o
i
t
p
o
s
i
h
t
e
t
a
t
i
l
i
c
a
f
o
t
y
r
t
s
i
g
e
r
e
r
a
h
s
s
t
i
d
e
t
c
u
r
t
s
n
i
s
a
h
y
n
a
p
m
o
C
e
h
T
s
e
Y
o
t
n
o
i
t
p
o
e
h
t
s
r
e
d
o
h
l
y
t
i
r
u
c
e
s
e
v
i
g
l
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
,
o
t
s
n
o
i
t
a
c
i
n
u
m
m
o
c
d
n
e
s
d
n
a
,
m
o
r
f
s
n
o
i
t
a
c
i
n
u
m
m
o
c
e
v
i
e
c
e
r
4
.
6
n
o
i
t
a
d
n
e
m
m
o
c
e
R
N
O
I
T
A
N
A
L
P
X
E
)
O
N
/
S
E
Y
(
Y
L
P
M
O
C
S
N
O
I
T
A
D
N
E
M
M
O
C
E
R
D
N
A
S
E
L
P
I
C
N
R
P
I
)
d
e
u
n
i
t
n
o
c
(
t
r
o
p
e
R
’
s
r
o
t
c
e
r
i
D
.
y
l
l
l
a
c
i
n
o
r
t
c
e
e
y
r
t
s
i
g
e
r
y
t
i
r
u
c
e
s
s
t
i
d
n
a
y
t
i
t
n
e
e
h
t
e
t
i
s
b
e
w
s
’
y
n
a
p
m
o
c
e
h
t
m
o
r
f
i
d
e
n
a
t
b
o
e
b
n
a
c
r
e
t
r
a
h
C
e
e
t
t
i
m
m
o
C
k
s
i
R
d
n
a
t
i
d
u
A
e
h
t
f
o
y
p
o
C
e
h
t
f
o
s
e
s
i
r
p
m
o
c
e
e
t
t
i
m
m
o
C
e
h
T
.
k
s
i
r
e
e
s
r
e
v
o
o
t
e
e
t
t
i
m
m
o
C
k
s
i
R
d
n
a
t
i
d
u
A
d
e
n
b
m
o
c
i
a
s
a
h
y
n
a
p
m
o
C
e
h
T
s
e
Y
.
n
o
x
i
D
n
a
I
,
r
o
t
c
e
r
i
D
t
n
e
d
n
e
p
e
d
n
I
y
b
d
e
r
i
a
h
C
s
i
d
n
a
s
r
e
b
m
e
m
d
r
a
o
B
e
e
r
h
t
.
m
o
c
.
m
r
a
h
p
o
x
o
n
w
w
w
.
e
h
t
n
i
t
u
o
t
e
s
s
i
r
e
b
m
e
m
h
c
a
e
f
o
e
c
n
a
d
n
e
t
t
a
g
n
i
t
e
e
m
d
n
a
l
d
e
h
s
g
n
i
t
e
e
m
e
e
t
t
i
m
m
o
c
d
r
a
o
B
f
o
s
l
i
a
t
e
D
.
t
r
o
p
e
R
s
r
o
t
c
e
r
i
D
7
2
|
e
g
a
P
.
d
r
a
o
B
e
h
t
o
t
t
r
o
p
e
r
d
n
a
y
l
r
e
t
r
a
u
q
t
s
a
e
l
t
a
s
e
s
s
e
c
o
r
p
d
n
a
e
l
i
f
o
r
p
k
s
i
r
s
’
y
n
a
p
m
o
C
e
h
t
w
e
i
v
e
r
e
e
t
t
i
m
m
o
C
e
h
T
.
r
e
t
r
a
h
C
e
e
t
t
i
m
m
o
C
k
s
i
R
d
n
a
t
i
d
u
A
e
h
t
i
n
h
t
i
w
d
e
h
s
i
l
b
a
t
s
e
s
i
k
r
o
w
e
m
a
r
f
t
n
e
m
e
g
a
n
a
m
k
s
i
r
e
h
T
s
e
Y
f
o
y
t
i
r
o
a
m
j
a
,
s
r
e
b
m
e
m
e
e
r
h
t
t
s
a
e
l
t
a
s
a
h
)
i
(
d
n
a
;
s
r
o
t
c
e
r
i
d
t
n
e
d
n
e
p
e
d
n
i
e
r
a
m
o
h
w
,
r
o
t
c
e
r
i
d
t
n
e
d
n
e
p
e
d
n
i
n
a
y
b
d
e
r
i
a
h
c
s
i
)
i
i
(
t
e
m
e
e
t
t
i
m
m
o
c
e
h
t
s
e
m
i
t
f
o
r
e
b
m
u
n
l
a
u
d
i
v
i
d
n
i
e
h
t
d
n
a
d
o
i
r
e
p
e
h
t
t
u
o
h
g
u
o
r
h
t
e
s
o
h
t
t
a
s
r
e
b
m
e
m
e
h
t
f
o
s
e
c
n
a
d
n
e
t
t
a
e
h
t
,
d
o
i
r
e
p
g
n
i
t
r
o
p
e
r
h
c
a
e
f
o
d
n
e
e
h
t
t
a
s
a
)
v
(
r
o
;
s
g
n
i
t
e
e
m
d
n
a
;
e
e
t
t
i
m
m
o
c
e
h
t
f
o
s
r
e
b
m
e
m
e
h
t
)
v
i
(
;
e
e
t
t
i
m
m
o
c
e
h
t
f
o
r
e
t
r
a
h
c
e
h
t
)
i
i
i
(
:
e
s
o
l
c
s
i
d
d
n
a
f
o
h
c
a
e
,
k
s
i
r
e
e
s
r
e
v
o
o
t
s
e
e
t
t
i
m
m
o
c
r
o
e
e
t
t
i
m
m
o
c
a
e
v
a
h
:
h
c
i
h
w
k
s
i
r
e
g
a
n
a
m
d
n
a
e
s
i
n
g
o
c
e
R
l
:
7
e
p
i
c
n
i
r
P
l
:
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
a
f
o
d
r
a
o
B
e
h
T
1
.
7
n
o
i
t
a
d
n
e
m
m
o
c
e
R
t
i
s
s
e
c
o
r
p
e
h
t
d
n
a
t
c
a
f
t
a
h
t
e
s
o
l
c
s
i
d
,
e
v
o
b
a
)
a
(
y
f
s
i
t
a
s
t
n
e
m
e
g
a
n
a
m
k
s
i
r
s
’
y
t
i
t
n
e
e
h
t
i
g
n
e
e
s
r
e
v
o
r
o
f
l
s
y
o
p
m
e
t
a
h
t
s
e
e
t
t
i
m
m
o
c
r
o
e
e
t
t
i
m
m
o
c
k
s
i
r
a
e
v
a
h
t
o
n
s
e
o
d
t
i
f
i
.
k
r
o
w
e
m
a
r
f
2
.
7
n
o
i
t
a
d
n
e
m
m
o
c
e
R
t
i
t
a
h
t
f
l
e
s
t
i
y
f
s
i
t
a
s
o
t
y
l
l
a
u
n
n
a
t
s
a
e
l
t
a
t
n
e
m
e
g
a
n
a
m
e
v
a
h
e
r
e
h
t
r
e
h
t
e
h
w
e
n
m
r
e
t
e
d
o
t
i
,
d
n
u
o
s
e
b
o
t
s
e
u
n
i
t
n
o
c
h
t
i
w
k
r
o
w
e
m
a
r
f
t
n
e
m
e
g
a
n
a
m
k
s
i
r
s
’
y
t
i
t
n
e
e
h
t
w
e
i
v
e
r
l
:
d
u
o
h
s
d
r
a
o
B
e
h
t
f
o
e
e
t
t
i
m
m
o
c
a
r
o
d
r
a
o
B
e
h
T
l
s
e
e
y
o
p
m
e
f
o
r
e
b
m
u
n
d
e
t
i
m
i
l
s
’
y
n
a
p
m
o
C
e
h
t
o
t
e
u
d
n
o
i
t
c
n
u
f
t
i
d
u
a
l
a
n
r
e
t
n
i
n
a
e
v
a
h
t
o
n
s
e
o
d
y
n
a
p
m
o
C
e
h
T
s
e
Y
s
n
o
i
t
a
r
e
p
o
s
t
i
l
o
t
e
b
a
c
i
l
p
p
a
s
k
s
i
r
w
e
i
v
e
r
l
l
i
w
y
n
a
p
m
o
C
e
h
T
.
6
1
0
2
e
n
u
J
4
2
d
e
t
a
d
s
u
t
c
e
p
s
o
r
P
s
’
y
n
a
p
m
o
C
e
h
t
f
o
.
n
o
i
t
c
n
u
f
t
i
d
u
a
l
a
n
r
e
t
n
i
n
a
g
n
i
v
a
h
f
o
s
t
s
o
c
e
h
t
d
n
a
,
s
n
o
i
t
a
r
e
p
o
s
t
i
l
f
o
e
a
c
s
d
n
a
e
r
u
t
a
n
e
v
i
t
a
e
r
d
n
a
l
k
s
i
R
d
n
a
t
i
d
u
A
e
h
T
.
e
c
a
p
l
n
i
e
r
a
s
e
s
s
e
c
o
r
p
l
o
r
t
n
o
c
l
a
n
r
e
t
n
i
d
n
a
s
e
i
c
i
l
o
p
t
n
e
m
e
g
a
n
a
m
k
s
i
r
e
t
a
u
q
e
d
A
l
o
r
t
n
o
c
l
a
n
r
e
t
n
i
d
n
a
s
m
e
t
s
y
s
t
n
e
m
e
g
a
n
a
m
k
s
i
r
s
t
i
f
o
s
s
e
n
e
v
i
t
c
e
f
f
e
e
h
t
e
t
a
u
a
v
e
o
t
e
b
i
s
n
o
p
s
e
r
l
l
s
i
e
e
t
t
i
m
m
o
C
n
o
i
t
c
e
s
s
k
s
i
r
y
e
k
e
h
t
n
i
d
e
s
o
l
c
s
i
d
s
a
n
a
h
t
r
e
h
t
o
,
s
a
e
r
a
e
s
e
h
t
n
i
e
r
u
s
o
p
x
e
l
a
i
r
e
t
a
m
e
v
a
h
t
o
n
s
e
o
d
y
t
i
t
n
e
e
h
T
s
e
Y
.
d
r
a
o
B
e
h
t
o
t
y
l
t
c
e
r
i
d
s
t
r
o
p
e
r
t
i
d
n
a
,
s
e
s
s
e
c
o
r
p
.
s
e
i
c
i
l
o
p
t
n
e
m
e
g
a
n
a
m
k
s
i
r
s
t
i
h
t
i
w
e
c
n
a
d
r
o
c
c
a
n
i
e
h
t
s
k
s
i
r
s
s
e
n
i
s
u
b
l
a
i
r
e
t
a
m
e
h
t
n
i
s
e
g
n
a
h
c
y
n
a
n
e
e
b
e
h
t
i
n
h
t
i
i
w
n
a
m
e
r
y
e
h
t
t
a
h
t
e
r
u
s
n
e
o
t
d
n
a
s
e
c
a
f
y
t
i
t
n
e
d
n
a
;
d
r
a
o
B
e
h
t
y
b
t
e
s
e
t
i
t
e
p
p
a
k
s
i
r
r
e
h
t
e
h
w
,
d
o
i
r
e
p
g
n
i
t
r
o
p
e
r
h
c
a
e
o
t
n
o
i
t
a
e
r
l
n
i
e
s
o
l
c
s
i
d
l
.
e
c
a
p
n
e
k
a
t
s
a
h
w
e
i
v
e
r
a
h
c
u
s
l
:
e
s
o
l
c
s
i
d
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
3
.
7
n
o
i
t
a
d
n
e
m
m
o
c
e
R
s
i
n
o
i
t
c
n
u
f
e
h
t
w
o
h
,
n
o
i
t
c
n
u
f
t
i
d
u
a
l
a
n
r
e
t
n
i
n
a
s
a
h
t
i
f
i
t
c
a
f
t
a
h
t
,
n
o
i
t
c
n
u
f
t
i
d
u
a
l
a
n
r
e
t
n
i
n
a
e
v
a
h
t
o
n
s
e
o
d
t
i
f
i
d
n
a
k
s
i
r
g
n
i
t
a
u
a
v
e
l
r
o
f
l
s
y
o
p
m
e
t
i
s
e
s
s
e
c
o
r
p
e
h
t
d
n
a
s
t
i
f
o
s
s
e
n
e
v
i
t
c
e
f
f
e
e
h
t
g
n
i
v
o
r
p
m
i
y
l
l
a
u
n
i
t
n
o
c
.
s
e
s
s
e
c
o
r
p
l
o
r
t
n
o
c
l
a
n
r
e
t
n
i
d
n
a
t
n
e
m
e
g
a
n
a
m
r
o
;
s
m
r
o
f
r
e
p
t
i
l
e
o
r
t
a
h
w
d
n
a
d
e
r
u
t
c
u
r
t
s
l
a
i
r
e
t
a
m
y
n
a
s
a
h
t
i
,
r
e
h
t
e
h
w
e
s
o
l
c
s
i
d
l
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
l
a
i
c
o
s
d
n
a
l
a
t
n
e
m
n
o
r
i
v
n
e
,
c
i
m
o
n
o
c
e
o
t
e
r
u
s
o
p
x
e
4
.
7
n
o
i
t
a
d
n
e
m
m
o
c
e
R
s
d
n
e
t
n
i
r
o
s
e
g
a
n
a
m
t
i
w
o
h
,
s
e
o
d
t
i
f
i
,
d
n
a
s
k
s
i
r
y
t
i
l
i
i
b
a
n
a
t
s
u
s
e
e
r
h
t
e
h
t
f
o
s
e
s
i
r
p
m
o
c
e
e
t
t
i
m
m
o
C
e
h
T
.
s
r
o
t
c
e
r
i
D
e
v
i
t
u
c
e
x
e
n
o
n
d
n
a
t
n
e
m
e
g
a
n
a
m
i
r
o
n
e
s
r
o
f
e
s
o
h
t
g
n
d
u
l
c
n
i
i
8
2
|
e
g
a
P
e
t
i
s
b
e
w
s
’
y
n
a
p
m
o
c
e
h
t
m
o
r
f
l
e
b
a
l
i
a
v
a
s
i
r
e
t
r
a
h
C
e
e
t
t
i
m
m
o
C
i
n
o
i
t
a
n
m
o
N
d
n
a
n
o
i
t
a
r
e
n
u
m
e
R
e
h
t
f
o
y
p
o
C
m
o
c
.
m
r
a
h
p
o
x
o
n
w
w
w
.
e
h
t
n
i
t
u
o
t
e
s
s
i
r
e
b
m
e
m
h
c
a
e
f
o
e
c
n
a
d
n
e
t
t
a
g
n
i
t
e
e
m
d
n
a
l
d
e
h
s
g
n
i
t
e
e
m
e
e
t
t
i
m
m
o
c
d
r
a
o
B
f
o
s
l
i
a
t
e
D
.
n
o
x
i
D
n
a
I
,
r
o
t
c
e
r
i
D
t
n
e
d
n
e
p
e
d
n
I
y
b
d
e
r
i
a
h
C
s
i
d
n
a
s
r
e
b
m
e
m
d
r
a
o
B
.
t
r
o
p
e
R
s
r
o
t
c
e
r
i
D
.
,
s
e
c
i
t
c
a
r
p
d
n
a
s
e
i
c
i
l
o
p
n
o
i
t
a
r
e
n
u
m
e
r
o
t
t
n
a
v
e
e
r
l
s
e
u
s
s
i
d
n
a
n
o
i
t
a
r
e
n
u
m
e
r
o
t
n
o
i
t
a
e
r
l
n
i
s
e
i
t
i
l
i
b
i
s
n
o
p
s
e
r
s
t
i
e
g
r
a
h
c
s
i
d
o
t
d
r
a
o
B
e
h
t
t
s
i
s
s
a
o
t
e
e
t
t
i
m
m
o
C
i
n
o
i
t
a
n
m
o
N
&
n
o
i
t
a
r
e
n
u
m
e
R
a
d
e
h
s
i
l
b
a
t
s
e
s
a
h
d
r
a
o
B
e
h
T
s
e
Y
f
o
y
t
i
r
o
a
m
j
a
,
s
r
e
b
m
e
m
e
e
r
h
t
t
s
a
e
l
t
a
s
a
h
)
i
(
d
n
a
;
s
r
o
t
c
e
r
i
d
t
n
e
d
n
e
p
e
d
n
i
e
r
a
m
o
h
w
,
r
o
t
c
e
r
i
d
t
n
e
d
n
e
p
e
d
n
i
n
a
y
b
d
e
r
i
a
h
c
s
i
)
i
i
(
d
n
a
;
e
e
t
t
i
m
m
o
c
e
h
t
f
o
s
r
e
b
m
e
m
e
h
t
)
v
i
(
;
e
e
t
t
i
m
m
o
c
e
h
t
f
o
r
e
t
r
a
h
c
e
h
t
)
i
i
i
(
:
e
s
o
l
c
s
i
d
d
n
a
t
e
m
e
e
t
t
i
m
m
o
c
e
h
t
s
e
m
i
t
f
o
r
e
b
m
u
n
l
a
u
d
i
v
i
d
n
i
e
h
t
d
n
a
d
o
i
r
e
p
e
h
t
t
u
o
h
g
u
o
r
h
t
e
h
t
,
d
o
i
r
e
p
g
n
i
t
r
o
p
e
r
h
c
a
e
f
o
d
n
e
e
h
t
t
a
s
a
)
v
(
y
l
b
i
s
n
o
p
s
e
r
d
n
a
y
l
r
i
a
f
e
t
a
r
e
n
u
m
e
R
l
:
8
e
p
i
c
n
i
r
P
:
h
c
i
h
w
e
e
t
t
i
m
m
o
c
n
o
i
t
a
r
e
n
u
m
e
r
a
e
v
a
h
l
:
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
a
f
o
d
r
a
o
B
e
h
T
1
.
8
n
o
i
t
a
d
n
e
m
m
o
c
e
R
.
s
k
s
i
r
e
s
o
h
t
e
g
a
n
a
m
o
t
N
O
I
T
A
N
A
L
P
X
E
)
O
N
/
S
E
Y
(
Y
L
P
M
O
C
S
N
O
I
T
A
D
N
E
M
M
O
C
E
R
D
N
A
S
E
L
P
I
C
N
R
P
I
)
d
e
u
n
i
t
n
o
c
(
t
r
o
p
e
R
’
s
r
o
t
c
e
r
i
D
e
m
e
h
c
s
e
v
i
t
n
e
c
n
i
d
e
s
a
b
y
t
i
u
q
e
y
n
a
n
i
s
t
n
a
p
i
c
i
t
r
a
p
,
y
c
i
l
o
p
g
n
d
a
r
t
i
e
r
a
h
s
s
’
y
n
a
p
m
o
C
e
h
t
h
t
i
w
e
c
n
a
d
r
o
c
c
a
n
I
e
s
i
w
r
e
h
t
o
r
o
i
g
n
g
d
e
h
f
o
t
c
e
f
f
e
e
h
t
e
v
a
h
l
d
u
o
w
t
a
h
t
n
o
i
t
c
a
s
n
a
r
t
y
n
a
o
t
n
i
g
n
i
r
e
t
n
e
m
o
r
f
d
e
t
i
b
h
o
r
p
i
e
r
a
s
e
i
t
i
r
u
c
e
s
s
’
y
n
a
p
m
o
C
e
h
t
n
i
9
2
|
e
g
a
P
t
n
e
m
e
l
t
i
t
n
e
d
e
t
s
e
v
n
u
y
n
a
f
o
e
u
a
v
e
h
t
n
l
i
n
o
i
t
a
u
t
c
u
l
f
y
n
a
f
o
k
s
i
r
e
h
t
g
n
i
r
r
e
f
s
n
a
r
t
.
n
o
s
r
e
p
r
e
h
t
o
y
n
a
o
t
s
’
y
n
a
p
m
o
C
e
h
t
f
o
t
r
o
p
e
r
n
o
i
t
a
r
e
n
u
m
e
r
e
h
t
d
n
a
r
e
t
r
a
h
C
d
r
a
o
B
e
h
t
n
i
t
u
o
t
e
s
e
r
a
s
e
c
i
l
o
p
n
o
i
t
a
r
e
n
u
m
e
r
e
h
T
‐
n
o
n
,
e
v
i
t
u
c
e
x
e
f
o
n
o
i
t
a
r
e
n
u
m
e
r
e
h
t
g
n
d
r
a
g
e
r
i
s
e
c
i
t
c
a
r
p
d
n
a
s
e
i
c
i
l
o
p
s
’
y
n
a
p
m
o
C
e
h
t
e
s
o
l
c
s
i
d
t
r
o
p
e
r
l
a
u
n
n
a
.
t
n
e
m
e
g
a
n
a
m
i
r
o
n
e
s
d
n
a
e
v
i
t
u
c
e
x
e
s
e
Y
s
e
Y
e
s
o
h
t
t
a
s
r
e
b
m
e
m
e
h
t
f
o
s
e
c
n
a
d
n
e
t
t
a
r
o
;
s
g
n
i
t
e
e
m
e
h
t
g
n
i
t
t
e
s
r
o
f
l
s
y
o
p
m
e
t
i
s
e
s
s
e
c
o
r
p
e
h
t
d
n
a
t
c
a
f
t
a
h
t
s
r
o
t
c
e
r
i
d
r
o
f
n
o
i
t
a
r
e
n
u
m
e
r
f
o
n
o
i
t
i
s
o
p
m
o
c
d
n
a
l
e
v
e
l
h
c
u
s
t
a
h
t
g
n
i
r
u
s
n
e
d
n
a
s
e
v
i
t
u
c
e
x
e
i
r
o
n
e
s
d
n
a
.
e
v
i
s
s
e
c
x
e
t
o
n
d
n
a
e
t
a
i
r
p
o
r
p
p
a
s
i
n
o
i
t
a
r
e
n
u
m
e
r
e
s
o
l
c
s
i
d
,
e
e
t
t
i
m
m
o
c
n
o
i
t
a
r
e
n
u
m
e
r
a
e
v
a
h
t
o
n
s
e
o
d
t
i
f
i
d
n
a
s
e
i
c
i
l
o
p
s
t
i
e
s
o
l
c
s
i
d
y
l
e
t
a
r
a
p
e
s
l
d
u
o
h
s
y
t
i
t
n
e
d
e
t
s
i
l
A
e
v
i
t
u
c
e
x
E
‐
n
o
N
f
o
n
o
i
t
a
r
e
n
u
m
e
r
e
h
t
i
g
n
d
r
a
g
e
r
s
e
c
i
t
c
a
r
p
d
n
a
s
r
o
t
c
e
r
i
d
e
v
i
t
u
c
e
x
e
f
o
n
o
i
t
a
r
e
n
u
m
e
r
e
h
t
d
n
a
s
r
o
t
c
e
r
i
D
s
e
o
r
l
t
n
e
r
e
f
f
i
d
e
h
t
t
a
h
t
e
r
u
s
n
e
d
n
a
s
e
v
i
t
u
c
e
x
e
i
r
o
n
e
s
r
e
h
t
o
o
t
d
e
r
a
p
m
o
c
s
r
o
t
c
e
r
i
D
e
v
i
t
u
c
e
x
E
‐
n
o
N
f
o
s
e
i
t
i
l
i
b
i
s
n
o
p
s
e
r
d
n
a
d
e
t
c
e
l
f
e
r
e
r
a
s
e
v
i
t
u
c
e
x
e
r
o
n
e
s
i
r
e
h
t
o
d
n
a
s
r
o
t
c
e
r
i
d
e
v
i
t
u
c
e
x
e
2
.
8
n
o
i
t
a
d
n
e
m
m
o
c
e
R
.
n
o
i
t
a
r
e
n
u
m
e
r
r
i
e
h
t
f
o
n
o
i
t
i
s
o
p
m
o
c
d
n
a
l
e
v
e
l
e
h
t
n
i
k
s
i
r
c
i
m
o
n
o
c
e
e
h
t
t
i
m
i
l
h
c
i
h
w
)
e
s
i
w
r
e
h
t
o
r
o
s
e
v
i
t
a
v
i
r
e
d
n
o
i
t
a
r
e
n
u
m
e
r
d
e
s
a
b
‐
y
t
i
u
q
e
n
a
s
a
h
h
c
i
h
w
y
t
i
t
n
e
d
e
t
s
i
l
A
l
:
d
u
o
h
s
e
m
e
h
c
s
f
o
e
s
u
e
h
t
h
g
u
o
r
h
t
r
e
h
t
e
h
w
(
s
n
o
i
t
c
a
s
n
a
r
t
o
t
n
i
r
e
t
n
e
o
t
d
e
t
t
i
m
r
e
p
e
r
a
s
t
n
a
p
i
c
i
t
r
a
p
r
e
h
t
e
h
w
n
o
y
c
i
l
o
p
a
e
v
a
h
3
.
8
n
o
i
t
a
d
n
e
m
m
o
c
e
R
d
n
a
;
e
m
e
h
c
s
e
h
t
n
i
g
n
i
t
a
p
i
c
i
t
r
a
p
f
o
.
t
i
f
o
y
r
a
m
m
u
s
a
r
o
y
c
i
l
o
p
t
a
h
t
e
s
o
l
c
s
i
d
N
O
I
T
A
N
A
L
P
X
E
)
O
N
/
S
E
Y
(
Y
L
P
M
O
C
S
N
O
I
T
A
D
N
E
M
M
O
C
E
R
D
N
A
S
E
L
P
I
C
N
R
P
I
)
d
e
u
n
i
t
n
o
c
(
t
r
o
p
e
R
’
s
r
o
t
c
e
r
i
D
Directors’ Report (continued)
This report is made in accordance with a resolution of directors.
Mr. Peter Marks
Non‐Executive Chairman
Page | 30
Statement of Comprehensive Income
For the period from 27 October to 30 June 2016
Note
30‐Jun‐16
$
2
3
3
4
Other Income
Interest Revenue
Expenses from Operating Activities
Corporate Administration Expenses
Research and Development Expenses
Depreciation Expense
Finance Fee expenses
Consulting, Employee & Director Expenses
Travel and Entertainment expenses
Other Expenses
Loss from Operating Activities, before income tax
Income Tax Expense
Loss for the Period
Other Comprehensive Income for the year
Total Comprehensive Loss for the Period
Losses per share:
Basic losses per share
Diluted losses per share
The accompanying notes form part of these financial statements.
355
(198,538)
(143,129)
(3,346)
(2,013)
(345,468)
(12,586)
‐
(704,725)
‐
(704,725)
‐
(704,725)
2.82
2.82
Page | 32
Statement of Financial Position
As at 30 June 2016
Note
30‐Jun‐16
$
ASSETS
Current Assets
Cash and Cash Equivalents
Trade and Other Receivables
Other Financial Assets
Other Assets
Total Current Assets
Non‐Current Assets
Property, Plant and Equipment
Total Non‐Current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
Employee Entitlements
Total Current Liabilities
Total Non‐Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Retained earnings
TOTAL EQUITY
7
8
9
10
11
13 a
The accompanying notes form part of these financial statements.
160,960
38,852
9,557
96,780
306,149
16,579
16,579
322,728
283,249
13,604
296,853
-
296,853
25,875
730,600
(704,725)
25,875
Page | 33
l
a
t
o
T
D
U
A
$
i
s
g
n
n
r
a
E
d
e
n
a
t
e
R
i
D
U
A
$
s
e
v
r
e
s
e
R
D
U
A
$
l
a
t
i
p
a
c
e
r
a
h
S
D
U
A
$
6
1
0
2
e
n
u
J
0
3
o
t
r
e
b
o
t
c
O
7
2
m
o
r
f
d
o
i
r
e
p
e
h
t
r
o
F
y
t
i
u
q
E
n
i
s
e
g
n
a
h
C
f
o
t
n
e
m
e
t
a
t
S
4
3
|
e
g
a
P
s
t
n
e
m
e
t
a
t
s
l
a
i
c
n
a
n
i
f
e
s
e
h
t
f
o
t
r
a
p
m
r
o
f
s
e
t
o
n
g
n
i
y
n
a
p
m
o
c
c
a
e
h
T
‐
‐
)
5
2
7
4
0
7
(
,
)
5
2
7
4
0
7
(
,
,
0
0
5
5
1
7
0
0
1
5
1
,
5
7
8
,
5
2
‐
‐
)
5
2
7
,
4
0
7
(
‐
‐
‐
‐
‐
‐
‐
0
0
5
5
1
7
,
0
0
1
5
1
,
0
0
6
,
0
3
7
l
:
s
r
e
d
o
h
y
t
i
u
q
e
s
a
y
t
i
c
a
p
a
c
r
i
e
h
t
n
i
l
s
r
e
d
o
h
y
t
i
u
q
E
h
t
i
w
s
n
o
i
t
c
a
s
n
a
r
T
r
a
e
y
e
h
t
r
o
f
)
s
s
o
l
(
/
e
m
o
c
n
i
e
v
i
s
n
e
h
e
r
p
m
o
c
l
a
t
o
T
)
a
(
3
1
)
a
(
3
1
s
t
s
o
c
f
o
t
e
n
d
e
u
s
s
i
s
e
r
a
h
S
d
e
u
s
s
i
s
e
r
a
h
S
e
c
n
a
m
r
o
f
r
e
P
6
1
0
2
e
n
u
J
0
3
t
a
e
c
n
a
a
B
l
5
1
0
2
r
e
b
o
t
c
O
7
2
t
a
e
c
n
a
a
B
l
Statement of Cash Flows
For the period from 27 October to 30 June 2016
Cash Flow Related to Operating Activities
Payments to suppliers and employees
Interest received
Net Cash Flows from Operating Activities
Cash Flows Related to Investing Activities
Payment for purchases of plant and equipment
Net Cash Flows used in Investing Activities
Note
30‐Jun‐16
$
(550,070)
355
(549,715)
10
(19,925)
(19,925)
Cash Flow Related to Financing Activities
Proceeds from issues of securities
Net Cash Flows used in Financing Activities
13(a)
Net Increase/(Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at the End of the Year
7
730,600
730,600
160,960
160,960
The accompanying notes form part of these financial statements
Page | 35
Notes to the Financial Statements
1 Summary of significant accounting policies
This note provides a list of all significant accounting policies adopted in the preparation of these financial
statements. These policies have been consistently applied in this, the first reporting period, unless otherwise
stated. The financial statements are for Noxopharm Limited ("the Company").
a) Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting
Standards and interpretations issued by the Australian Accounting Standards Board and the Corporations Act
2001. Noxopharm Limited is a for‐profit entity for the purpose of preparing the financial statements.
(i) Compliance with IFRS
The financial statements of the Company also comply with International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB).
(ii) Historical cost convention
These financial statements have been prepared under the historical cost convention, except for, where
applicable, financial assets and liabilities at fair value through profit or loss.
New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June
2016 reporting periods and have not been early adopted by the Company. The Company’s assessment of the
impact of these new standards and interpretations is set out below.
There are no other standards that are not yet effective and that would be expected to have a material impact
on the entity in the current or future reporting periods and on foreseeable future transactions.
Page | 36
Notes to the Financial Statements (continued)
1 Summary of significant accounting policies (continued)
a) Basis of preparation (continued)
New standards and interpretations not yet adopted (continued)
Title of standard
Nature of change
Impact
AASB 9 Financial
Instruments
AASB 9 introduces new requirements for
the classification and measurement of
financial assets and liabilities and
includes a forward‐looking ‘expected
loss’ impairment model and a
substantially‐changed approach to
hedge accounting. These requirements
improve and simplify the approach for
classification and measurement of
financial assets compared with the
requirements of AASB 139.
Due to the basic nature of the
entity’s financial instruments, the
Standard is not expected to have a
material impact on the transactions
and balances recognised in the
financial statements when it is first
adopted for the year ending 30 June
2019.
Mandatory application
date
Accounting periods
beginning on or after 1
January 2018
AASB 15 Revenue from
Contracts with
Customers
Accounting periods
beginning on or after 1
January 2018
As the entity does not currently
generate any revenue the Standard
is not expected to have a material
impact on the transactions and
balances recognised in the financial
statements when it is first adopted
for the year ending 30 June 2019.
AASB 15 − replaces AASB 118 Revenue,
AASB 111 Construction Contracts and
some revenue‐related Interpretations−
establishes a new revenue recognition
model − changes the basis for deciding
whether revenue is to be recognised
over time or at a point in time − provides
new and more detailed guidance on
specific topics (e.g. multiple element
arrangements, variable pricing, rights of
return, warranties and licensing) −
expands and improves disclosures about
revenue.
AASB 16 Leases
AASB 16 − replaces AASB 117 Leases and
some lease‐related Interpretations−
requires all leases to be accounted for
‘on‐balance sheet’ by lessees, other than
short‐term and low value asset leases−
provides new guidance on the
application of the definition of lease and
on sale and lease back accounting−
largely retains the existing lessor
accounting requirements in AASB 117−
requires new and different disclosures
about leases Interpretations.
Accounting periods
beginning on or after 1
January 2019
The entity does not currently have in
place any material lease
agreements. Therefore the Standard
is not expected to have a material
impact on the transactions and
balances recognised in the financial
statements when it is first adopted
for the year ending 30 June 2020.
Page | 37
Notes to the Financial Statements (continued)
1 Summary of significant accounting policies (continued)
b)
Cash and cash equivalents
Cash and short‐term deposits in the Balance Sheet comprise cash at bank and in hand and short‐term deposits
with an original maturity of three months or less.
For the purposes of the Statement of cash flows, cash and cash equivalents consist of cash and cash equivalents
as defined above.
c) Trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost
using the effective interest method, less an allowance for impairment, once they become over due by more than
60 days. A separate account records the impairment.
An allowance for a doubtful debt is made when there is objective evidence that the Company will not be able to
collect the debts. The criteria used to determine that there is objective evidence that an impairment loss has
occurred include whether the Financial Asset is past due and whether there is any other information regarding
increased credit risk associated with the Financial Asset. Bad debts which are known to be uncollectible are
written off when identified.
d) Property, plant and equipment
Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure
that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying
amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits
associated with the item will flow to the consolidated entity and the cost of the item can be measured reliably.
The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit
or loss during the reporting period in which they are incurred.
Depreciation on plant and equipment is calculated using the straight‐line method to allocate their cost or revalued
amounts, net of their residual values, over their estimated useful lives, as follows:
Computer equipment:
Furniture and fittings:
10 years
4 years
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting 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 profit or loss. When revalued assets are sold, it is Company policy to transfer the amounts included in other
reserves in respect of those assets to retained earnings.
e) Leases
Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a
straight‐line basis over the term of the lease.
Page | 38
Notes to the Financial Statements (continued)
1 Summary of significant accounting policies (continued)
f) Trade and other payables
Trade and other payables are carried at amortised cost and represent liabilities for goods and services provided
to the Company prior to the end of the financial period that are unpaid and arise when the Company becomes
obliged to make future payments in respect of the purchase of these goods and services. Licensing fees are
recognised as an expense when it is confirmed that they are payable by the Company.
g)
Income Tax
The income tax expense or revenue for the period is the tax payable on the current period's taxable income based
on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the
end of the reporting period in the countries where the Company's subsidiaries and associates operate and
generate taxable income. Management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However,
deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income
tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by
the end of the reporting period and are expected to apply when the related deferred income tax asset is realised
or the deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise
those temporary differences and losses.
h) Share based payments
Equity is valued using the Black Scholes or Binominal method, depending on which is applicable to the type and
conditions of the equity issued.
The total amount to be expensed is determined by reference to the fair value of the Equity granted, which
includes any market performance conditions and the impact of any non‐vesting conditions but excludes the
impact of any service and non‐market performance vesting conditions. Non‐market vesting conditions are
included in assumptions about the number of Shares or Options that are expected to vest. The total expense is
recognised over the vesting period, which is the period over which all of the specified vesting conditions are to
be satisfied. At the end of each period, the company revises its estimates of the number of Options that are
expected to vest based on the non‐marketing vesting conditions. It recognises the impact of the revision to
original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
Page | 39
Notes to the Financial Statements (continued)
1 Summary of significant accounting policies (continued)
i) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is
not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the
asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or
payable.
The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables
or payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing
activities, which are recoverable from, or payable to the taxation authority, are presented as operating cash flow.
j) Employee benefits
Short‐term obligations
Provision is made for the Company's obligation for short‐term employee benefits. Short‐term employee benefits
are benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the
end of the annual reporting period in which the employees render the related service, including wages, salaries
and sick leave. Short‐term employee benefits are measured at the (undiscounted) amounts expected to be paid
when the obligation is settled.
The Company's obligations for short‐term employee benefits such as wages, salaries and sick leave are recognised
as a part of current trade and other payables in the Balance sheet. The Company's obligations for employees’
annual leave entitlements are recognised as provisions in the Balance sheet.
k) Contributed Equity
Contributed equity consists of ordinary shares and performance shares provided to the founders of the Company.
Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax,
from the proceeds.
The founder’s performance shares issued during the 2016 year were valued using the Binominal method. The
deemed value arising from this methodology will be expensed over the period up to the expiry of the
performance conditions.
l) Research and development costs
Research costs are expensed as incurred.
An intangible asset arising from development expenditure on an internal project is recognised only when the
Company can demonstrate the technical feasibility of completing the intangible asset so that it will be available
for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future
economic benefits, the availability of resources to complete the development and the ability to measure reliably
the expenditure attributable to the intangible asset during its development.
Following initial recognition of the development expenditure, the cost model is applied requiring the asset to be
carried at cost less any accumulated amortisation and accumulated impairment losses. Any expenditure so
capitalised is amortised over the period of expected benefits from the related project.
The carrying value of an intangible asset arising from development expenditure is tested for impairment
annually when the asset is not available for use, or more frequently when an indication of impairment arises
during the reporting period.
Page | 40
Notes to the Financial Statements (continued)
1 Summary of significant accounting policies (continued)
m) Critical estimates, judgements and errors
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that may have a financial impact on the entity and that are believed to be
reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will,
by definition, seldom equal the related actual results.
2 Revenue
Revenue from non‐operating activities
Other Income
Total Revenue and Other Income
3 Expense
Corporate Administration expenses
Audit and accounting fees
Insurances
Rental Expense
Office Expenses
Corporate Administration Expenses
Legal Fees
30‐Jun‐16
$
355
355
30‐Jun‐16
$
60,000
5,469
12,333
5,476
32,181
83,079
198,538
Page | 41
Notes to the Financial Statements (continued)
3 Expense (continued)
Consulting, Employee and Director Expenses
Consulting expenses
Employee related expenses
Superannuation and other employee related expenses
Director expenses
Share Expense
4 Income tax expense
(a) Numerical reconciliation of income tax expense to prima facie tax payable
Loss from continuing operations before income tax expense
Income tax benefit calculated at 30%
Tax effect of amounts which are not deductible (taxable)
in calculating taxable income:
- Other
‐ Share‐based payments expenses
‐ Other expenses not deductible
‐ Deferred tax assets relating to tax losses no recongnised
‐ Temporary differences not recognised
Benefits of tax (benefit)/losses not brought to account
(b)
Tax losses
‐ Unused tax losses for which no deferred tax asset has been recognised
‐ Other
‐ Employee provisions
Potential tax benefit @ 30%
30‐Jun‐16
$
16,764
210,032
30,655
72,916
15,100
345,467
30 June 2016
$
(704,725)
(211,418)
1,004
4,530
590
180,665
24,628
‐
(180,665)
49,003
4,081
(127,581)
Page | 42
Notes to the Financial Statements (continued)
5 Key management personnel
Short‐term employee benefits
Post‐employment benefits
Share‐based payments
6 Remuneration of auditors
30‐Jun‐16
$
238,956
12,872
‐
251,828
During the period the following fees were paid or payable for services provided by the auditor its related practices
and non‐related audit firms:
William Buck
Audit and other assurance services
Audit and review of financial statements
Other assurance services
Other assurance services ‐ Due Diligence review
Total remuneration for audit and other assurance services
7 Cash and cash equivalents
Cash at bank and in hand
8 Trade and other receivables
Trade Receivables
30‐Jun‐16
$
19,000
6,000
25,000
30‐Jun‐16
$
160,960
30‐Jun‐16
$
38,852
Page | 43
Notes to the Financial Statements (continued)
9 Other current assets
Prepayments
10 Property, plant and equipment
Cost
Accumulated depreciation
Year ended 30 June 2016
Additions
Depreciation charge
Closing net book amount
11 Trade and other payables
Trade payables
12 Commitments
Non‐cancellable operating leases
Premises:
‐ Within one year
‐
Later than one year but not later than five years
30‐Jun‐16
$
96,780
30‐Jun‐16
$
19,925
(3,346)
16,579
Computer
Equipment
$
Furniture &
Fittings
$
Total
$
10,511
(1,891)
8,620
9,414
(1,455)
19,925
(3,346)
7,959
16,579
30‐Jun‐16
$
283,249
30 June 2016
$
38,940
58,410
97,350
Page | 44
Notes to the Financial Statements (continued)
13 Equity
(a) Share Capital
Ordinary fully paid shares
Performance Shares
Total Issued Capital
(i)
Movements ordinary shares
Balance at 27 October 2015
Shares Issued
Balance at 30 June 2016
Details of shares issued in the current period.
Date
Details
11 Nov 2015
11 Nov 2015
29 Dec 2015
8 Jan 2016
1 Apr 2016
Total 2016 Movement
Seed Capital ‐ First Round
Seed Capital ‐ Second Round
Seed Capital ‐ Third Round
Seed Capital ‐ Third Round
Seed Capital ‐ Fourth Round
Note
No:
$
30‐Jun‐16
13 (a) (i)
13 (a) (ii)
45,171,429
10,000,000
55,171,429
715,500
15,100
730,600
Number of shares:
30‐Jun‐16
$
-
45,171,429
45,171,429
-
715,000
715,500
Issue
Price
$
Total
Value
$
0.0001
0.0700
0.0700
0.0700
0.0700
3,500
100,000
75,050
50,050
486,900
715,500
No.
35,000,000
1,428,572
1,072,143
715,000
6,955,714
45,171,429
(ii)
Movements in founder performance shares
Number of shares:
30‐Jun‐16
$
Opening balance
Founders Performance Shares Issued during the period
Total
-
10,000,000
10,000,000
-
15,100
15,100
Page | 45
Notes to the Financial Statements (continued)
13 Equity (continued))
(a) Share Capital (continued)
Details of founder performance shares issued in the current period.
Date
Details
8 March 2016
8 March 2016
8 March2016
8 March2016
8 March2016
8 March 2016
8 March 2016
Total 2016 Movement
Seed Capital
Seed Capital
Seed Capital
Seed Capital
Seed Capital
Seed Capital
Seed Capital
Issue
Price
$
Total
Value
$
0.0015
0.0015
0.0015
0.0015
0.0015
0.0015
0.0015
9,544
2,152
2,010
553
421
282
138
15,100
No.
6,320,352
1,424,808
1,331,378
366,246
278,608
187,047
91,561
10,000,000
The general terms and conditions of the founders performance shares are as follows:
The Binominal valuation method was used to calculate the value allocated to the Founders Performance shares.
These shares were issued to the Founders of the Company with an expiry condition of the Company obtaining
A$50 million in market capitalisation prior to 28 February 2021.
Under the terms of the shares, the Company must reach a market capitalisation of A$50 million on or before 28
February 2021 before the shares can be be converted to listed fully paid ordinary shares. Of the 10 million shares
issued, 7,243,994 shares issued to related parties, not considered part of their remuneration.
(ii)
Movements in founder performance shares (continued)
The following table lists the inputs to the model used to determine the value of the performance shares
expensed during the year:
Vesting date
Dividend yield
Expected volatility
Risk‐free interest rate
Expected life of founder’s performance shares (years)
Founder performance share exercise price
Share price at grant date
Value per founder’s performance share
N/A
‐
100%
2.12%
4.91 years
$0.53
$0.07
$0.0371
At 30 June 2016 the shares had a deemed price of $0.07 being the value of the last capital raising as the Company
was not listed, there was no market value.
(b) Other reserves
The options reserve is used to recognise the grant date fair value of options issued to employees, directors and suppliers,
but not exercised.
Options reserve
2016
2016
Options
22,585,716
22,585,716
$
‐
‐
Page | 46
Notes to the Financial Statements (continued)
13 Equity (continued)
(b) Other reserves (continued)
Details of options issued in the current period
Details
Seed Capital Investors
Seed Capital Investors
Seed Capital Investors
Total Issued April 2016
No.
357,500
3,277,858
18,950,358
22,585,716
Issue price
$
‐
‐
‐
Total value
$
‐
‐
‐
‐
22,585,716 free attaching options were issued to seed capital investors on the basis of once option for every 2
shares they subscribed for. Free attaching options have the following terms:
• 357,500 Options were issued with an exercise price of $0.30 and expiry date of 28 February 2021, Options
• 3,277,858 Options were issued with an exercise price of $0.30 and expiry date of 28 February 2021,
• 18,950,358 Options were issued with an exercise price of $0.30 and expiry date of 28 February 2021.
are escrowed until 8 January 2017;
Options are escrowed until 1 April 2017; and
Options are escrowed until 9 August 2017.
14 Segment information
The company continues to operate in one segment, being research and development of NOX66 in the field of
adjuvant therapy in chemotherapy and radiotherapy. The segment details are therefore fully reflected in the
body of the annual report.
15 Cash flow information
Reconciliation of profit after income tax to net cash inflow from operating activities
Net Loss for the period
Adjustment for Depreciation
Change in operating assets and liabilities:
Movements in trade and other receivables
Movement in other current assets
Movements in trade and other payables
Net cash flows used in operating activities
30‐Jun‐16
$
(704,725)
3,346
(38,852)
(106,337)
296,853
(549,715)
Page | 47
Notes to the Financial Statements (continued)
16 Financial risk management
(a) Financial Instruments
The Company financial instruments consist of cash and cash equivalents, trade and other receivables and trade
and other payables.
Cash and cash equivalents
Trade and other receivables
Trade and other payables
2016
$
160,960
38,852
(283,249)
The fair values of cash and cash equivalents, trade and other receivables and trade and other payables
approximate to their carrying amounts largely due to being liquid assets or liabilities that will be settled within
12 months.
(b) Risk Management
The Board is responsible for overseeing the establishment and implementation of the risk management system,
and reviews and assesses the effectiveness of the Company’s implementation of that system on a regular basis.
The Company’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate
risk and price risk), credit risk and liquidity risk. The Company’s overall risk management program focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on the financial
performance of the Company. The Company uses different methods to measure different types of risk to which
it is exposed.
(c) Credit Risk
The Company is exposed to credit risk via its cash and cash equivalents and trade and other receivables. Credit
risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to
the Company. The Company ensures that surplus cash is invested with financial institutions that maintain a high
credit rating. The Company’s major ongoing customer are Government bodies for the receipt of GST refunds
due to the Company from the Australian Taxation Office.
There has been no significant change in the Company's exposure to credit risk since incorporation. The Board
believes that the Company does not have significant credit risk at this time in respect of its trade and other
receivables.
(d) Liquidity risk
The Company is exposed to liquidity risk via its trade and other payables.
Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet the commitments
associated with its financial instruments. Responsibility for liquidity risk rests with the Board who manage
liquidity risk by monitoring undiscounted cash flow forecasts and actual cash flows provided to them by the
Company's Management at Board meetings to ensure that the Company continues to be able to meet its debts
as and when they fall due. Contracts are not entered into unless the Board believes that there is sufficient cash
flow to fund the additional activity.
Subsequent to the end of the reporting period the Company finalised its capital raising and at the date of this
report generated cash inflows of $6m. Therefore, the directors are satisfied that they have the ability to readily
meet any outstanding commitments as and when they fall due.
Maturities of financial liabilities
The tables below analyse the Company's financial liabilities into relevant maturity groupings based on their
contractual maturities.
Page | 48
Notes to the Financial Statements (continued)
16 Financial risk management (continued)
Contractual maturities of
financial liabilities
At 30 June 2016
Less than
6 months
$
Between 1
and 2
years
$
Between 2
and 5
years
$
6 ‐ 12
months
$
Total
contractual
cash
flows
$
Carrying
amount
(assets)/
liabilities
$
Over 5
years
$
Trade payables
283,249
‐
‐
‐
‐
283,249
283,249
(e) Capital management
As discussed in note 18, post balance sheet date the Company has raised capital of $6m through listing on the
Australian Securities Exchange. The directors are therefore confident that the Company has the ability to
continue to operate as a going concern and to maximise shareholder value.
17 Contingent liabilities and contingent assets
The Company had no contingent liabilities at 30 June 2016 (2015: nil).
18 Events occurring after the reporting period
The Company underwent a process of due diligence, appointment of a Board of Directors, and pre‐IPO capital
raise that saw it transform into a public company that listed on the ASX on 9 August 2016, raising A$6 million in
an IPO.
19 Correction of Error in accounting for Noxopharm Ltd Options
Subsequent to the issue of the financial statements for the prospectus period ended 31 March 2016 and
subsequent 30 June 2016 unaudited Appendix 4E, as part of the audit of the annual financial statements of the
Company, it was determined that an error had been made in relation to the accounting treatment applied to
free‐attaching options issued to seed capital investors when they subscribed for ordinary shares in the Company.
The financial statements for the prospectus period ended 31 March 2016 and the 30 June 2016 unaudited
Appendix 4E issued on 31 August 2016 treated the options as share based payments valued using the Black‐
Scholes method and expensing the fair value of the options over the vesting period in accordance with AASB 2
– Share Based Payments. The seed capital free‐attaching options however do not meet the definition of a share
based payment as per AASB 2, paragraph 4, these options were issued to seed capital investors in their capacity
as equity holders and are therefore outside the scope of AASB 2.
The unaudited Appendix 4E amounts, net of tax effects have been restated in these financial statements due to
the error identified. The following balances in the Balance Sheet and the Statement of Comprehensive Income
were accordingly restated.
Amounts reported in
the unaudited
Appendix 4E issued on
31 August 2016
$
Statement of Profit and Loss and Other Comprehensive Income
Amounts
reported in these
financial
statements
$
Adjustment recognised
$
Consulting, employee & director expenses
Profit attributable to members of the
company
Statement of Financial Position
Accumulated Losses
Reserves
1,183,398
(1,542,655)
(837,930)
837,930
345,468
(704,725)
(1,542,655)
837,930
837,930
(837,930)
(704,725)
‐
Page | 49
Notes to the Financial Statements (continued)
The loss for the period to 31 March 2016 as per the financial report issued on 30 May 2016 amounted to
$454,508. This loss included an incorrectly recognised options expense of $194,096. Had this error been
identified prior to the issue of the 31 March 2016 financial report, the options expense would have been nil and
the loss for the period and accumulated losses therefore reduced to $260,412. Reserves as reported in the
statement of financial position would also have been reduced to nil.
20 Earnings per share
Losses per share:
Basic loss per share
Diluted loss per share
30 June 2016
$
2.82
2.82
As the entity is currently loss making no consideration has been given to the calculation of the diluted loss
per share.
a)
b)
Reconciliation of earnings used in calculating earnings per share
Net loss used in the calculation of basic and diluted loss per share
Weighted average number of shares used as the denominator
Weighted average number of ordinary shares outstanding during the
period used in the calculation of basic and diluted loss per share
(704,725)
25,034,075
Page | 50
Directors’ Declaration
In the directors' opinion:
(a) the financial statements and notes set out on pages 32 to 50 are in accordance with the
Corporations Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other
mandatory professional reporting requirements, and
(ii) giving a true and fair view of the Company's financial position as at 30 June 2016 and of its
performance for the period ended on that date, and
(b) the Chairman and Chief Financial Officer have each declared that:
(i)
(ii)
(iii)
the financial records of the Company for the financial period 27 October to 30 June 2016
have been properly maintained in accordance with section 286 of the Corporations Act
2001;
the financial statements and notes for the financial period 27 October to 30 June 2016
comply with Accounting Standards; and
the financial statements and notes for the financial period 27 October to 30 June 2016
give true and fair view.
(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and
when they become due and payable.
Note 1(a) confirms that the financial statements also comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board.
This declaration is made in accordance with a resolution of directors.
Mr. Peter Marks
Non‐Executive Chairman
Page | 51
Shareholder Information (as at 29 September 2016)
The shareholder information set out below was applicable as at 29 September, 2016
A. Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
Holding
1 ‐ 1000
1,001 ‐ 5,000
5,001 ‐ 10,000
10,001 ‐ 100,000
100,001 and over
B. Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest holders of quoted equity securities are listed below:
Shares
2,546
395,808
2,572,310
11,176,020
61,024,745
75,171,429
Name
Milligene Pty Ltd
DRH Superannuation Pty Ltd
Anglo Menda Pty Ltd
Mr David Hannon
Aquagolf Pty Ltd
Helium Management Pty Ltd
Suburban Holdings Pty Ltd
HSBC Custody Nominees (Australia) Limited ‐ A/c 3
Suburban Holdings Pty Ltd
RAH (STC) Pty Limited
Mr John Thom
Mr Michael Francis McMahon & Mrs Susan Lesley McMahon
JP Morgan Nominees Pty Ltd
Mr Kim Ngo
Berne No 132 Nominees Pty Ltd
JP Morgan Nominees Pty Ltd
Lampam Pty Ltd
1215 Capital Pty Ltd
Aquagolf Pty Ltd
Mr Pierre Ayoub
Discover Investments Pty Ltd
Urban Alcorp Pty Ltd
S3 Consortium Pty Ltd
Number held
Ordinary shares
Percentage of
issued shares
24,150,000
5,446,429
5,089,286
1,535,000
1,400,000
1,400,000
1,400,000
1,250,000
1,207,143
890,500
814,750
756,479
633,000
580,000
535,250
520,000
500,000
493,334
464,750
450,000
450,000
400,000
375,000
50,740,921
32.13
7.25
6.77
2.04
1.86
1.86
1.86
1.66
1.61
1.18
1.08
1.01
0.84
0.77
0.71
0.69
0.67
0.66
0.62
0.60
0.60
0.53
0.50
67.50
Page | 55
Shareholder Information (as at 29 September 2016) (continued)
C. Substantial holders
Substantial holders in the company are set out below:
Milligene Pty Ltd
DRH Superannuation Pty Ltd
Anglo Menda Pty Ltd
Number
held
24,150,000
8,931,429
5,804,280
38,885,715
Percentage
32.13%
11.16%
7.72%
51.01%
Shareholder enquiries
Shareholders with enquiries about their shareholdings should contact the share registry:
Automic Pty Ltd
Level 3, 50 Holt Street Surry Hills NSW 2010
Telephone: 1300 288 664 or +61 2 9698 5144
Email: hello@automic.com.au
Change of address, change of name, consolidation of shareholdings
Shareholders should contact the Share Registry to obtain details of the procedure required of any of
these changes.
Annual Report
Shareholders do not automatically receive a hard copy of the Company's Annual Report unless they
notify the Share Registry in writing. An electronic copy of the Annual Report can be viewed on the
company's website www.noxopharm.com
Tax file numbers
It is important that Australian Resident Shareholders, including children, have their tax file number or
exemption details noted by the Share Registry
CHESS (Clearing House Electronic Subregister System)
Shareholders wishing to move to uncertified holdings under the Australian Securities Exchange CHESS
system should contact their stockbroker.
Uncertified share register
Shareholding statements are issued at the end of each month that there is a transaction that alters
the balance of an individual/company's holding.
Listing rule 4.10.19 disclosure
For the purpose of ASX Listing Rule 4.10.19, the Board confirms that during the period from ASX
Listing (09 August 2016) until the signing of the 30 June 2016 Financial accounts on 30 September
2016 the Company used its cash and assets readily convertible to cash in a manner consistent with
its stated business objectives.
Page | 56
Corporate Directory
AUSTRALIAN COMPANY NUMBER (ACN)
608 966 123
Noxopharm Limited is a Public Company Limited
by shares and is domiciled in Australia.
DIRECTORS
Dr. Graham Kelly
Mr. Peter Marks
Dr. Ian Dixon
COMPANY SECRETARY
Mr. Phillip Hains
REGISTERED OFFICE
Suite 1, Level 6, 50 Queen Street
Melbourne, Victoria, 3000
Australia
Telephone + 61 (0)3 8692 9000
Facsimile: + 61 (0)3 8692 9040
SOLICITORS
Freehills Patent Attorneys
101 Collins Street
Melbourne Victoria, 3000
Australia
AUDITORS
William Buck
Level 20, 181 William Street,
Melbourne, Victoria, 3000
Australia
Telephone: + 61 (0)3 9824 8555
Facsimile: + 61 (0)3 9824 8580
WEBSITE
www.noxopharm.com
Managing Director & CEO
Non‐Executive Chairman
Independent Non‐Executive Director
SHARE REGISTRY
Automic Registry Services Pty Ltd
Suite 310, Level 3, 50 Holt Street
Surry Hills, New South Wales, 2010
Australia
Telephone: +61 (0)2 9698 5414
Facsimile: +61 (0)2 8583 3040
SOLICITORS
Quinert Rodda & Associates Pty Ltd
Suite 1, Level 6, 50 Queen Street
Melbourne Victoria, 3000
Australia
BANKERS
National Australia Bank (NAB)
Level 2, 330 Collins Street,
Melbourne, Victoria, 3000
Australia
SECURITIES QUOTED
Australian Securities Exchange
‐ Ordinary Fully Paid Shares (Code: NOX)
Page | 57