(ACN 125 931 964)
Annual Financial Report
for the Year Ended 30 June 2020
Index
Corporate Information
Directors’ Report
Auditor’s Independence Declaration
Remuneration Report
Statement of Profit or Loss and Other Comprehensive Income
Statement of Financial Position
Statement of Cash Flows
Statement of Changes in Equity
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
ASX Additional Information
Peppermint Innovation Limited
2
3
11
12
19
20
21
22
23
55
56
59
2020 Annual Financial Report
Company Directory
ABN 56 125 931 964
Registered Office
Peppermint Innovation Limited
Directors
Mr Christopher Kain
Managing Director
Mr Anthony Kain
Executive Director
Mr Mathew Cahill
Non-executive Director
Company Secretary
Mr Anthony Kain
Solicitors
Steinepreis Paganin
Level 4, The Read Buildings
16 Milligan Street
Perth WA 6000
Level 2 East, The Wentworth Building
300 Murray Street, Off Raine Lane
Perth WA 6000
Tel: +61 8 6255 5504
Web Address: www.pepltd.com.au
ASX Code: PIL
Share Registry
Computershare Investor Services Pty Ltd
Level 11, 172 St Georges Terrace
Perth WA 6000
Tel: +61 8 9323 2000
Fax: +61 8 9323 2033
Web: www.computershare.com.au
Auditors
RSM Australia Partners
Level 32
2 The Esplanade
Perth WA 6000
2020 Annual Financial Report
2
Peppermint Innovation Limited
Directors’ Report
Your Directors submit the financial report of Peppermint Innovation Limited (the Company or Peppermint), and
the entities it controlled (the Group), for the year ended 30 June 2020.
1. Directors
The names of directors who held office during or since the end of the financial year and until the date of this report
are as follows. Directors were in office for the entire financial year unless otherwise stated.
Name, qualifications,
independence status and special
responsibilities
Experience
Mr Anthony Kain (BJuris, LLB)
Chairperson
Executive Director
Company Secretary
Appointed 4 December 2015
Mr Christopher Kain (B Comm,
MBA)
Managing Director and CEO
Appointed 4 December 2015
Anthony has over 20 years’ experience working in Australian capital
markets. He has played a key role in the formation of numerous privately
owned and publicly listed companies and has an in-depth understanding of
intellectual property and its commercialisation. Anthony also has
considerable experience as a director having held managing director,
director and legal counsel roles with Australian Stock Exchange listed
companies operating foreign assets.
Anthony has held advisory roles in capital raising, joint ventures and
mergers and acquisitions through his exposure to a diverse range of
international and national development opportunities working with
technical teams primarily in the energy, motor vehicle and resources
sectors.
Listed company directorships in the past 3 years: None
Christopher is a practiced company director with 18 years experience in
finance services, investment markets and corporate management with a
proven capability to identify business opportunities and executing
commercial strategies for the benefit of both stakeholders and investors.
Christopher has specific expertise in investment evaluation, public and
private capital raising programs, debt funding strategies and, project
development and financing.
Christopher has held advisory and development roles with institutions such
as Barclays Capital and Credit Suisse First Boston in London, National
Australia Bank and Macquarie Bank in Australia where he worked across
institutional, wholesale and retail investment and financial markets.
Listed company directorships in the past 3 years: None
Mr Matthew Cahill
Independent Non-executive
Director
Appointed 4 December 2015
Matthew is an accomplished technical director with experience in the Web
industry working across a broad range of technologies. He has been
involved in roles such as management, strategy, team lead, business
analysis, application architecture and development.
As technical director at Vivid Group (now Isobar of Dentsu Aegis
Network), Matthew has worked with some of Australia’s largest brands,
including Sunbeam, JB HiFi, Echo Entertainment, Fusion Retail Brands,
Coates Hire and many more. Matthew’s responsibilities included guiding
the technical direction of the company, along with leadership of the large
development teams that spanned multiple disciplines and technologies.
Listed company directorships in the past 3 years: None
2020 Annual Financial Report
3
Directors’ Report (continued)
Peppermint Innovation Limited
Name, qualifications,
independence status and
special responsibilities
Leigh Ryan, (BSc Geology,
MAIG)
Independent Non-executive
Director
Appointed 4 December 2015,
Former CEO and Managing
Director of Chrysalis Resources
Limited to 3 December 2015,
Retired 30 June 2020
Albert Cheok, (B.Econ Hons,
FCPA)
Independent Non-executive
Director
Appointed 29 April 2019
Retired 1 April 2020
Experience and special responsibilities
Leigh is a highly qualified geologist with over 30 years’ experience in
the exploration and resources industry, specifically in exploration and
executive management throughout Australia and Africa.
He has been involved in targeting, evaluation, discovery and resource
definition of numerous gold and base metal deposits and has
successfully negotiated purchase option and joint venture agreements.
Leigh was the managing director of Chrysalis Resources Limited prior
to the reverse take-over by Peppermint Innovation Limited.
Listed company directorships in the past 3 years:
- Alchemy Resources 1 January 2017 to present
Mr. Cheok is a banker with over 40 years of experience in banking in
the Asia-Pacific region, particularly in Australia, Hong Kong and
Malaysia. Mr Cheok was with the Reserve Bank of Australia from May
1983 and was the Chief Manager from October 1988 to September
1989. He was formerly the Deputy Commissioner of Banking of Hong
Kong and an executive director in charge of Banking Supervision at the
Hong Kong Monetary Authority. Mr Cheok was the Chairman of
Bangkok Bank Berhad in Malaysia from September 1995 to November
2005. Mr. Cheok is currently a member of the Board of Governors of
the Malaysian Institute of Corporate Governance in Malaysia.
Mr Cheok’s current other directorships in listed companies are:
- Chairman, 5G Networks Limited (Australia)
- Non-executive independent director, China Aircraft Leasing Group
Holdings Limited (Hong Kong)
- Chairman, Amplefield Limited (Singapore)
- Chairman, Supermax Corporation Berhad (Malaysia)
- Chairman, International Standard Resources Holding Limited
(Hong Kong)
Listed company directorships in the past 3 years:
- Hongkong Chinese Limited (Hong Kong), January 2002 to
December 2017
- Lippo Malls Indonesia Retail Trust Management Limited
(Singapore), from July 2010 to September 2017
2020 Annual Financial Report
4
Peppermint Innovation Limited
Directors’ Report (continued)
Name, qualifications,
independence status and
special responsibilities
Mark Reid
Independent Non-executive
Director
Appointed 2 April 2020
Retired 30 June 2020
2. Company Secretary
Experience and special responsibilities
Mr Reid has over 25 years of international retail and business financial
services leadership experience, with expertise in financial services
lending operations. Mr Reid was senior executive and chief executive
of HBOS Card Services UK, BankWest, Greenstone Financial
Services, and Cash Converters International where he was responsible
for the Australian operations.
The company secretary is Anthony Kain. Details are disclosed in director information.
3. Directors’ Meetings
The number of meetings of Directors held during the financial year and the number of meetings attended by
each Director was as follows:
Name
Anthony Kain
Christopher Kain
Matthew Cahill
Leigh Ryan
Albert Cheok
Mark Reid
4. Principal Activities
Number of meeting
eligible to attend
6
Number of meetings
attended
6
6
6
6
5
1
6
6
6
4
1
Peppermint Innovation Limited is an Australian company focused on the commercialisation, deployment and
development of the proprietary Peppermint Platform, a white label mobile App banking platform and mobile
App micro enterprise platform that offers payments, remittance, delivery and logistics and ecommerce services
to the Philippines market with the aim of creating financial inclusion for the Filipino people who otherwise
might not have access to these services. Peppermint currently operates the commercially proven and deployed
Peppermint Platform by providing white label mobile App banking platforms to the Philippines banking sector,
and by providing mobile App micro enterprise services via its own “bizmoto” agent network as well as through
other third-party non-bank networks (“bizmoto” meaning “my business” in Filipino).
The bizmoto brand is emerging and Peppermint is firmly focused on its growth through the ongoing
development and deployment across four fundamental business sectors covered by the Peppermint Platform
namely:
• Payments;
• Delivery & Logistics;
• E-Commerce; and
• Financial Services
2020 Annual Financial Report
5
Peppermint Innovation Limited
Directors’ Report (continued)
The Philippines is an attractive market for Peppermint where 70% of its 108 million people are unbanked and
the average age is 24. 90% of the population do not have a credit score and there are approximately 118 mobile
phones for every 100 people. In this market the predominant way of doing business is with cash with an
estimated US$920 Billion in annual payment value across the four business sectors Peppermint is focused on.
Unfortunately, cash is an aging payment form which results in significant cash leakage and locks the cash
buyer out of the rapidly expanding and convenient world of ecommerce and services (which is even more
important in today’s Covid 19 affected world).
The Groups’s mission is to give members of this unsupported Filipino community a “hand up by:
• providing access to financial tools on a digital platform via App on their mobile phone;
•
enabling them to make payments and access services online without use of a bank or credit card;
• providing them with a platform to conduct business on a scale they can deal with and earn from; and
• building an alternative path to finance to be accessed and repaid automatically through the App.
The Group has developed and deployed the App and Platform under the brand name “Bizmoto” (meaning “my
business” in Filipino) via which a local Filipino agent or his customer can access eCommerce, delivery and
logistics (where accredited riders are available on-demand), make bill payments, make cash transfers, e-load
mobile phones, or make QR code payments to purchase products, all via the Bizmoto App and connected
Bizmoto wallet on the registered agents mobile phone. In addition, The Group is now working to add micro-
enterprise lending and non-bank financial services to its expanding network of agents and riders which will
provide further impetus for Bizmoto (an ecosystem of services readily scalable and targeted at developing
world countries in the ASEAN region).
Accomplishments and Awards:
• The Group is an established mobile banking app technology provider in the Philippines, already
providing a white-label mobile banking and payments app with a tier-1 major Filipino bank.
• The Group has a long-standing, respected and continuing engagement with the Central Bank of the
Philippines and major regulatory bodies.
• The Group is the chosen technology partner and mobile banking platform provider for the largest
interbank network and single ATM switch operator in the Philippines – Banknet to whose members
The Group is now starting to provide a mobile banking solution.
In 2019 The Group was chosen by a panel of experts in Washington DC as one of the inaugural
“Inclusive Fintech 50” (early-stage Fintech companies that demonstrated the power of financial
technology to expand access, usage and quality of financial services in advanced and emerging
markets) from 600 eligible worldwide (www.inclusivefintech50.com).
•
No significant change in the nature of these activities occurred during the year.
5. Operating and financial review
Overview for the year
Highlights for the year were:
• FY20 cash receipts of $2,820,461 - representing a 310 per cent increase on FY19 cash receipts of
$687,504
• Outstanding June 2020 Quarterly result given the Philippines Government imposed a General
Community Quarantine across most of the Group's bizmoto business locations, including metropolitan
Manila and the provinces of Cavite, Laguna, Bulacan and Rizal
• More than 20,085 bizmoto agents and 512 bizmoGo riders were registered to 30 June 2020 -
representing a substantial increase of bizmoGo riders on the previous year
2020 Annual Financial Report
6
Peppermint Innovation Limited
Directors’ Report (continued)
• More than 610 merchant customers were registered with bizmoTinda e-commerce to 30 June 2020 for
bizmoGo delivery and logistics services
• Stage 1 capital program to raise $750,000 closed oversubscribed subsequent to period end with
$1.295m raised in challenging capital markets (given the impact of the global COVID-19 pandemic)
• Stage 2 capital program, to raise a minimum of $2m to provide working capital, launch bizmoPay and
implement a targeted bizmoto sales and marketing campaign, was completed subsequent to year end,
with $2m in funding to be received upon readmission to the the Official List of the ASX
• Completed sale of legacy Zambian copper exploration licenses, receiving $650,000 in proceeds
• Re-negotiated outstanding $1.5M Caason Convertible Note with replacement convertible notes issued
maturing in April 2022 with a 1 cent per share conversion price
• A successful stage 2 capital program is expected to enable Peppermint to seek re-listing on the
Australian Stock Exchange
COVID-19
Beginning in February 2020, governments worldwide issued increasingly stringent orders to contain the spread
of COVID-19, including shelter-in-place orders and travel bans. In response to this travel was ceased for all
employees. The Group however continued to operate at full capacity including enacting necessary precautions
for essential staff attending offices in accordance with local restrictions, which also included some staff
working from home at times.
The COVID-19 pandemic is a new risk to human health and is a concern the Company’s Board takes seriously
and is confident appropriate procedures are in place to navigate the Group through this period.
Shareholder returns
2020
2019
2018
2017
2016
Net loss for the year
Earnings per share (cents)
Net (liabilities) / assets
Share price
(1,691,500)
(0.2)
(988,458)
Suspended
from the
ASX
(2,142,786)
(0.2)
(1,119,645)
(1,743,348)
(0.2)
(5,103)
(1,599,598)
(0.2)
539,196
(8,797,978)
(1.4)
2,129,004
$0.012
$0.025
$0.009
$0.015
Investments for future performance
The main expense item for the Company is its human resources, which have continued to focus on the four
business focuses that have emerged from the Company’s operations and evolution over the last year. They
are:
1. Payments;
2. Delivery & Logistics;
3. E-Commerce; and
4. Financial Services;
all utilising the Peppermint technology platform.
All areas are expected to grow with continued marketing, agent and merchant sign up and product development
over the year ahead.
2020 Annual Financial Report
7
Peppermint Innovation Limited
Directors’ Report (continued)
Review of financial condition
The Company had $261k cash at bank as at 30 June 2020.
Significant changes in the state of affairs
There have been no significant changes in the state of affairs of the Group to the date of this report, not
otherwise disclosed in this report.
6. Dividends
No dividends have been paid or declared since the start of the financial year and the Directors do not
recommend the payment of a dividend in respect of the financial year.
7. Significant events after balance date
Subsequent to reporting date:
• $405,000 was raised from the placement of 40,500,000 shares at $0.01 per share with, subject to
shareholder approval, 40,500,000 free attaching unlisted options with a $0.01 exercise price on or before
31 March 2021;
• 40 million performance options with a maturity of 27 August 2020 (see Note 12(c)) expired unexercised;
• The Company agreed to issue 50,000,000 shares at $0.01 per share to raise $500,000 with 50,000,000 free
attaching unlisted options with a $0.01 exercise price on or before 31 December 2021, of which
15,000,000 are subject to shareholder approval, within 3 days of the Company releasing its 2020 Annual
Report; and
• The Company secured a commitment of $2 million for a placement of 200,000,000 shares at $0.01 per
share, subject to shareholder approval, with funds being released to the Company within 5 business days
of the Company’s securities being reinstated to trading on the Official List of the Australian Securities
Exchange Limited.
The impact of the Coronavirus (COVID-19) pandemic is ongoing and it is not practicable to estimate the
potential impact, positive or negative, after the reporting period. The situation is rapidly developing and is
dependent on measures imposed by the Australian Government and other countries, such as maintaining social
distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.
Apart from the items above, there has not arisen in the interval between the end of the financial year and the
date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the
Directors of the Company, to affect significantly the operations of the Group, the results of those operations,
or the state of affairs of the Group, in future financial years.
8. Likely developments
The Group intends to continue to develop its four business divisions via organic growth and strategic
acquisitions.
9. Environmental legislation
The Group’s operations are not regulated by any significant environmental regulations under a law of the
Commonwealth or of a state or territory.
2020 Annual Financial Report
8
Peppermint Innovation Limited
Directors’ Report (continued)
10. Directors’ interests
As at the date of this report, the interests of the Directors in the Company were:
Anthony Kain
Christopher Kain
Matthew Cahill
11. Share options
Number of
fully paid
ordinary
shares
93,991,416
110,325,322
6,437,768
At the date of this report 144,500,000 unissued shares of the Company were under option.
During the year the following options were issued:
• 17,050,000 (2019: 12,950,000) share options with an exercise price of $0.014 on or before 20 May
2021 were issued during the 2019 year as part of the consideration for convertible notes with a face
value of $852,500 (2019: $647,500), 12% coupon and 30 April 2020 expiry.
• 35,000,000 unlisted options with a $0.01 exercise price on or before 30 May 2021 were issued as
consideration for extending the maturity of a $1,500,000 convertible note from 30 April 2020 to 30
April 2021.
• 39,000,000 unlisted options with a $0.01 exercise price on or before 31 March 2021 were issued as
free attaching options to placements of 39,000,000 shares at $0.01 per share.
Subsequent to period end:
•
•
the Company agreed to issue 50,000,000 unlisted options with a $0.01 exercise price on or before 31
December 2021, of which 15,000,000 are subject to shareholder approval, as free attaching options to
placements of 50,000,000 shares at $0.01 per share within 3 days of the Company releasing its 2020
Annual Report; and
subject to shareholder approval, 40,500,000 unlisted options with a $0.01 exercise price on or before
31 March 2021 were issued as free attaching options to placements of 40,500,000 shares at $0.01 per
share.
Options not exercised by the expiry date will lapse.
No shares were issued as a result of the exercise of options.
The options do not entitle the holder to participate in any share issue of the Company or any other body
corporate.
During or since the end of the financial year the Company has not issued any shares as a result of the exercise
of options.
12. Performance shares
No performance shares were on issue at year end.
100,000,000 performance shares expired as the revenue targets were not achieved.
2020 Annual Financial Report
9
Peppermint Innovation Limited
Directors’ Report (continued)
13. Indemnification and insurance of Directors and Officers
The Company has agreed to indemnify all the directors and executive officers against all liabilities to another
person (other than the Company or related body corporate) that may arise from their position as officers of the
Company and its controlled entities, except where the liability arises out of conduct involving a lack of good
faith. The agreement stipulates that the Company will meet the full amount of any such liabilities, including
costs and expenses.
The Company has also agreed to indemnify the current Directors of its controlled entities for all liabilities to
another person (other than the Company or related body corporate) that may arise from their position, except
where the liability arises out of conduct involving a lack of good faith. The agreement stipulates that the
Company will meet the full amount of any such liabilities, including costs and expenses.
14. Auditor Independence and Non-Audit Services
The auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set
out immediately after this Directors’ Report.
15. Non-Audit Services
The directors are of the opinion that the services as disclosed in Note 19 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
16. Proceedings on Behalf of the Company
There are no proceedings on behalf of the Company under section 237 of the Corporations Act 2001 in the
financial year or at the date of this report.
2020 Annual Financial Report
10
Level 32 Exchange Tower, 2 The Esplanade Perth WA 6000
GPO Box R1253 Perth WA 6844
RSM Australia Partners
T +61 (0) 8 9261 9100
F +61 (0) 8 9261 9111
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Peppermint Innovation Limited for the year ended 30 June
2020 I declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 26 November 2020
JAMES KOMNINOS
Partner
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the
RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
Peppermint Innovation Limited
Directors’ Report (continued)
Remuneration report (audited)
This remuneration report for the financial year ended 30 June 2020 outlines remuneration arrangements of the
Company and the Group in accordance with the requirements of the Corporations Act 2001 (the Act) and its
regulations. This information has been audited as required by section 308(3C) of the Act.
The remuneration report details the remuneration arrangements for key management personnel (KMP) who
are defined as those persons having authority and responsibility for planning, directing and controlling the
major activities of the Company and the Group, directly or indirectly, including any director (whether
executive or otherwise) of the parent company, and including the executives in the Parent and the Group
receiving the highest remuneration.
Individual key management personnel disclosures
Details of KMPs of the Company and Group are set out below:
Key management personnel
(i) Directors
Mr Anthony Kain
Chairman, Executive Director, Company Secretary, appointed 4
December 2015
Mr Christopher Kain
Managing Director and CEO, appointed 4 December 2015
Mr Matthew Cahill
Non-Executive Director, appointed 4 December 2015
Mr Leigh Ryan
Non-Executive Director, appointed 4 December 2015, retired 30 June
2020
Mr Albert Cheok
Non-Executive Director, appointed 29 April 2019, retired 1 April 2020
Mr Mark Reid
Non-Executive Director, appointed 2 April 2019, retired 30 June 2020
(ii) Executives
None
There have not been any changes to KMP after reporting date and before the financial report was authorised
for issue.
The Remuneration Report is set out under the following main headings:
A.
B.
C.
D.
E.
F.
G.
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Option holdings of key management personnel
Performance Shares of key management personnel
Other transactions and balances with Key Management Personnel
2020 Annual Financial Report
12
Peppermint Innovation Limited
Directors’ Report (continued)
Remuneration report (audited) (continued)
A.
Principles used to determine the nature and amount of remuneration
Remuneration philosophy
The performance of the Group depends upon the quality of its directors and executives. To prosper, the Group
must attract, motivate and retain highly skilled directors and executives.
To this end, the Group embodies the following principles in its compensation framework:
• Provide competitive rewards to attract high calibre executives;
• Link executive rewards to shareholder value; and
• Establish appropriate, demanding performance hurdles in relation to variable executive compensation
Remuneration consists of fixed remuneration and variable remuneration.
Fixed Remuneration
Fixed remuneration is reviewed annually by the Board of Directors. The process consists of a review of relevant
comparative remuneration in the market and internally and, where appropriate, external advice on policies and
practices.
Variable Remuneration
The Group does not currently have a variable component to the remuneration of the board and management,
however, the Group intends to introduce a variable remuneration plan in the near future.
Remuneration Reviews
The Board of Directors of the Company is responsible for determining and reviewing compensation
arrangements for the directors, the Managing Director and all other key management personnel.
The Board of Directors assesses the appropriateness of the nature and amount of compensation of key
management personnel on a periodic basis by reference to relevant employment market conditions with the
overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and
executive team.
Remuneration structure
In accordance with best practice Corporate Governance, the structure of non-executive director and executive
remuneration is separate and distinct.
Non-executive Director Remuneration
The Board seeks to set aggregate remuneration at a level that provides the Group with the ability to attract and
retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors
shall be determined from time to time by a general meeting. The amount of aggregate remuneration sought to
be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually.
The Board considers advice from external shareholders as well as the fees paid to non-executive directors of
comparable companies when undertaking the annual review process.
2020 Annual Financial Report
13
Peppermint Innovation Limited
Directors’ Report (continued)
Remuneration report (audited) (continued)
Non-executive directors receive a fee for being a director of the Company. The compensation of non-executive
directors for the year ended 30 June 2020 is detailed below.
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 of each non-executive Director. This amount has been set at an
amount not to exceed $300,000 per annum.
In addition, a director may be paid fees or other amounts and non-cash performance incentive such as options,
subject to necessary shareholder approval, where a director performs special duties or otherwise performs
services outside the scope of the ordinary duties of a director.
Directors are also entitled to be reimbursed reasonable travelling, hotel and other expenses incurred by them
respectively in or about the performance of their duties as directors.
Senior Manager and Executive Director remuneration
Objective
The entity aims to reward executives with a level and mix of compensation commensurate with their position
and responsibilities within the entity so as to:
•
•
•
•
reward executives for company, business unit and individual performance against targets set to
appropriate benchmarks;
align the interests of executives with those of shareholders;
link rewards with the strategic goals and performance of the Group; and
ensure total compensation is competitive by market standards.
Compensation consists of the following key elements:
•
•
Fixed Compensation; and
Variable Compensation.
The proportion of fixed compensation and variable compensation (potential short term and long term
incentives) is established for each key management person by the Directors.
Fixed Compensation
Objective
Fixed compensation is reviewed annually by the Directors. The process consists of a review of individual
performance, relevant comparative compensation in the market and internally and, where appropriate, external
advice on policies and practices.
Structure
Executives are given the opportunity to receive their fixed remuneration in a variety of forms including cash
and fringe benefits such as motor vehicles and expense payment plans.
2020 Annual Financial Report
14
Peppermint Innovation Limited
Directors’ Report (continued)
Remuneration report (audited) (continued)
Variable Compensation
Objective
The objective of the Variable Compensation is to reward executives in a manner that aligns this element of
compensation with the creation of shareholder wealth.
Structure
The Company and Group do not currently have a Variable Compensation plan, however, it is intended that
one be established in the near future.
Use of remuneration consultants
The Group did not use the services of remuneration consultants.
Objective of the remuneration committee
The Company did not have a remuneration committee during the year.
Voting and comments made at 2019 Annual General Meeting
All resolutions at the 2019 Annual General Meeting were passed by a show of hands.
Overview of Group performance
The performance of the Group is detailed in the Directors’ Report.
There is no link between remuneration and performance.
B.
Details of remuneration
Year ended 30 June 2020
Directors
Salary &
Fees
Non-
monetary
benefits (v)
Post employ-
ment
benefits
Share-
based
payments
Total
Performance
Related
Mr Anthony Kain
Mr Christopher Kain
Mr Matthew Cahill (i)
Mr Leigh Ryan (ii)
Mr Albert Cheok (iii)
Mr Mark Reid (iv)
200,000
265,000
31,839
30,000
22,500
7,500
10,162
13,464
1,610
1,524
1,143
381
19,000
25,175
2,850
2,850
2,138
713
-
-
-
-
-
-
229,162
303,639
36,299
34,374
25,781
8,594
Totals
556,839
28,284
52,726
-
637,849
-
-
-
-
-
-
-
Compensation is stated on an accruals basis.
(i)
Includes remuneration via Digital Domain Consulting, a business in which he holds a beneficial interest.
(ii) Retired 30 June 2020
(iii) Retired 1 April 2020
(iv) Appointed 2 April 2020, retired 30 June 2020
(v) Comprises of directors and officers’ insurance.
2020 Annual Financial Report
15
Directors’ Report (continued)
Remuneration report (audited) (continued)
Peppermint Innovation Limited
Year ended 30 June 2019
Directors
Mr Anthony Kain
Mr Christopher Kain
Mr Matthew Cahill (i)
Mr Leigh Ryan
Mr Albert Cheok (ii)
Mr Rod Tasker (iii)
Salary &
Fees
200,000
265,000
47,419
30,000
5,000
20,000
Non-
monetary
benefits
(iv)
10,181
13,490
2,337
1,527
255
985
Post employ-
ment
benefits
Share-
based
payments
Total Performance
Related
19,000
25,175
2,850
2,850
475
1,188
-
-
-
-
-
-
229,181
303,665
52,606
34,377
5,730
22,173
-
-
-
-
-
-
-
Totals
567,419
28,775
51,538
-
647,732
Compensation is stated on an accruals basis.
(i)
Includes remuneration via Digital Domain Consulting, a business in which he holds a beneficial interest.
(ii) Appointed 29 April 2019
(iii) Includes remuneration via Adapts Pty Ltd, a business in which he holds a beneficial interest. Retired 30 November 2018.
(iv) Comprises of directors and officers’ insurance.
C.
Service agreements
Agreements with Executives
The Company entered into employment contracts with Christopher Kain (as Chief Executive Officer /
Managing Director) and Anthony Kain (as General Counsel and Company Secretary).
The material terms of the employment agreements are as follows:
(a) Remuneration:
i.
ii.
Anthony Kain - $200,000 per annum plus statutory superannuation (currently 9.5%); and
Christopher Kain - $265,000 per annum plus statutory superannuation (currently 9.5%).
(b) Annual review: performance reviewed on an annual basis with the possibility of a performance and
CPI based remuneration adjustments.
(c) Termination: either party may give the other 12 months’ notice, in which the case the Company may
make a payment in lieu of notice. In the event of misconduct, the Company may terminate employment
without notice.
(d) Standard employment terms and conditions.
Agreements with Non-Executive directors
The Company has entered into a director and consultancy services agreements with Mathew Cahill (together
with Digital Data Consulting Pty Ltd, an entity controlled by Mathew Cahill). The material terms of the
agreement are as follows:
(a) Director’s fees: director’s fees at the rate of $30,000 per annum plus superannuation together with:
•
an entitlement to fees or other amounts in relation to special duties or service performed outside
the scope of ordinary employment as a director; and
•
reimbursement for out of pocket expenses incurred as a result of engagement as a director.
2020 Annual Financial Report
16
Peppermint Innovation Limited
Directors’ Report (continued)
Remuneration report (audited) (continued)
(b) Termination: Non-Executive Directors may retire at any time and are subject to re-election at the
annual general meeting of shareholders in accordance with the Company’s policy of at least one third
of the Non-Executive Directors being nominated for re-election each year based on the Company’s
rotation schedule.
The Company has entered into director agreements with Leigh Ryan, Rod Tasker, Albert Cheok and Mark
Reid. The material terms of the agreement are as follow:
(a) Director’s fees: director’s fees at the rate of $30,000 per annum plus superannuation together with:
•
an entitlement to fees or other amounts in relation to special duties or service performed outside
the scope of ordinary employment as a director;
•
reimbursement for out of pocket expenses incurred as a result of engagement as a director.
(b) Termination: Non-Executive Directors may retire at any time and are subject to re-election at the
annual general meeting of shareholders in accordance with the Company’s policy of at least one third
of the Non-Executive Directors being nominated for re-election each year based on the Company’s
rotation schedule.
In the prior year the Company paid Adaps IT Pty Ltd (an entity controlled by Rod Tasker) a monthly consulting
fee of $7,500 plus GST, adjusted when Mr Tasker was on holiday.
D.
Share-based compensation
Compensation shares, options – granted and vested during the financial year
2020
2019
No shares nor options were granted as compensation during the 2020 year.
No shares nor options were granted as compensation during the 2019 year.
E.
Performance Shares of key management personnel
Granted as
remuneration
Performance
hurdle achieved
Net change
other (iv)
Balance at the
end of financial
year / date of
retirement
30 June 2020
Directors
Mr Anthony Kain
Mr Christopher Kain
Mr Matthew Cahill
Mr Leigh Ryan (i)
Mr Albert Cheok (ii)
Mr Mark Reid (iii)
Balance at start
of the financial
year/ date of
appointment
26,854,690
31,521,521
1,839,362
-
-
-
Totals
60,215,573
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(26,854,690)
(31,521,521)
(1,839,362)
-
-
-
(60,215,573)
(i)
(ii)
(iii)
(iv)
Retired 30 June 2020
Retired 1 April 2020
Appointed 2 April 2020, retired 30 June 2020
Performance shares expired without the hurdles being achieved
2020 Annual Financial Report
-
-
-
-
-
-
-
17
Peppermint Innovation Limited
Directors’ Report (continued)
Remuneration report (audited) (continued)
F.
Share holdings of key management personnel
30 June 2020
Balance at start
of the financial
year / date of
appointment
Granted as
remuneration
On exercise of
options
Acquisitions
/(Disposals)
Balance at the
end of financial
year / date of
retirement
Directors
Mr Anthony Kain
Mr Christopher Kain
Mr Matthew Cahill
Mr Leigh Ryan (i)
Mr Albert Cheok (ii)
Mr Mark Reid (iii)
Totals
93,991,416
110,325,322
6,437,768
3,000,000
7,916,667
-
221,671,173
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,000,000
-
93,991,416
110,325,322
6,437,768
3,000,000
9,916,667
-
-
2,000,000
223,671,173
(i)
(ii)
(iii)
Retired 30 June 2020
Retired 1 April 2020
Appointed 2 April 2020, retired 30 June 2020
G.
Other transactions and balances with Key Management Personnel
$15,000 was advanced by Fich Pty Ltd, an entity controlled by Mr Christopher Kain, Managing Director of
the Company. The loan bears interest of 15% per annum, had a set-up fee of 4% and was repayable on 6 March
2019 and was extended to 30 September 2019. At 30 June 2020 the loan had a value of nil (2019: $17,098).
Signifi Media Pty Ltd, and entity controlled by Mr Mathew Cahill, a director of the Company, provided
advertising services and office rental of $1,200 (2019: 4,917) at normal commercial rates.
Unpaid directors’ fees, salaries and superannuation totalling $85,421 (2019: 99,887) have been accrued.
Apart from the above items and reimbursements for expenses paid on behalf of the Company and the Group,
director and fees paid directly or indirectly to director related entities, there were no transactions or balances
with KMP during the year ended 30 June 2020 (2019: Nil).
END OF THE REMUNERATION REPORT
Signed in accordance with a resolution of the Directors:
Christopher Kain
Managing Director
Perth, 26 November 2020
2020 Annual Financial Report
18
STATEMENT OF PROFIT AND LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2020
Peppermint Innovation Limited
Revenue
Cost of sales
Gross profit
Other income
Administration expenses
Finance costs
Fair value adjustments
Share based payment expense
(Loss) before income tax
Income tax expense
(Loss) for the year
Other comprehensive income / (loss)
Items that may be reclassified to profit or loss:
- Nil
Note
4
4
4
4
11(ii)
5(a)
Consolidated
2020
$
2019
$
2,790,981
(2,649,416)
141,565
681,327
(572,001)
109,326
712,601
(1,875,592)
(446,512)
(223,562)
123
(2,096,856)
(99,776)
28,397
- (84,000)
(1,691,500)
(2,142,786)
6
-
-
(1,691,500)
(2,142,786)
-
-
-
-
Total comprehensive (loss) for the year
(1,691,500)
(2,142,786)
(Loss) for the year attributable to members of the parent
entity
Total comprehensive (loss) for the year attributable to
members
(1,691,500)
(2,142,786)
(1,691,500)
(2,142,786)
Basic and diluted loss per share (cents per share)
3
(0.2)
(0.2)
The accompanying notes form part of these financial statements
2020 Annual Financial Report
19
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2020
Peppermint Innovation Limited
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventory
Total Current Assets
NON-CURRENT ASSETS
Plant and equipment
Total Non-Current Assets
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Provisions
Financial liabilities
Total Current Liabilities
NON-CURRENT LIABILITIES
Financial liabilities
Total Non-Current Liabilities
TOTAL LIABILITIES
NET LIABILITIES
EQUITY
Issued capital
Accumulated losses
Reserves
TOTAL EQUITY
Note
7
8
Consolidated
2020
$
2019
$
261,426
124,891
51,611
437,928
82,379
98,050
6,747
187,176
9
10
11
11
2,581
2,581
3,200
3,200
440,509
190,376
488,789
152,737
-
641,526
445,070
103,451
761,500
1,310,021
787,441
787,441
-
-
1,428,967
1,310,021
(988,458)
(1,119,645)
12
13
13,679,095
(15,952,896)
1,285,343
13,145,875
(14,683,961)
418,441
(988,458) (1,119,645)
The accompanying notes form part of these financial statements
2020 Annual Financial Report
20
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2020
Peppermint Innovation Limited
Cash flows from Operating Activities
Receipts from customers
Payments to suppliers and employees
Government grants
Interest received
Finance costs paid
Net cash (used in) operating activities
Cash Flows from Investing Activities
Purchase of plant and equipment
Proceeds on the sale of exploration licences
Net cash provided / (used in) by investing activities
Cash Flows from Financing Activities
Issue of shares
Share issue expenses
Proceeds from borrowings
Loan repayments
Net cash provided by financing activities
Net decrease in cash held
Cash at the beginning of the financial year
Cash at the end of the financial year
Consolidated
2020
$
2019
$
2,820,461
(4,489,325)
19,633
101
(11,102)
(1,660,232)
687,504
(2,243,091)
-
123
-
(1,555,464)
Note
7(b)
-
650,000
650,000
(3,753)
-
(3,753)
390,000
(21,000)
852,500
(32,221)
1,189,279
640,000
(35,197)
805,000
(10,000)
1,399,803
179,047
82,379
261,426
(159,414)
241,793
82,379
7(a)
The accompanying notes form part of these financial statements
2020 Annual Financial Report
21
Peppermint Innovation Limited
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2020
Issued Capital Convertible
Note Reserve
$
$
Share Based
Payment
Reserve
$
Accumulated
Losses
Total
$
$
Balance at 1 July 2019
13,145,875
134,441
284,000
(14,683,961)
(1,119,645)
Loss for the year
Total comprehensive loss for
the year
Transactions with owners in
their capacity as owners
Shares issued
Share and convertible note
issue expenses
Conversion of convertible notes
Value of conversion rights on
convertible notes
Convertible note reserve
recycled to accumulated losses
on replacement notes being
issued
Balance at 30 June 2020
-
-
390,000
(21,000)
-
-
-
-
164,220
-
-
1,289,467
-
(422,565)
-
-
-
-
-
-
-
(1,691,500)
(1,691,500)
(1,691,500)
(1,691,500)
-
-
-
-
390,000
(21,000)
164,220
1,289,467
422,565
-
13,679,095
1,001,343
284,000
(15,952,896)
(988,458)
Balance at 1 July 2018
12,536,072
$
$
Issued
Capital
Convertible
Note Reserve
Share Based
Payment
Reserve
$
Accumulated
Losses
Total
$
$
-
-
-
- (12,541,175)
(5,103)
-
-
(2,142,786)
(2,142,786)
(2,142,786)
(2,142,786)
-
-
Loss for the year
Total comprehensive loss for
the year
Transactions with owners in
their capacity as owners
Shares issued
Share issue expenses
Share based payments
Value of conversion rights on
convertible notes
Balance at 30 June 2019
800,000
(394,197)
204,000
-
-
-
-
134,441
-
-
284,000
-
-
-
-
-
800,000
(394,197)
488,000
134,441
13,145,875
134,441
284,000 (14,683,961)
(1,119,645)
The accompanying notes form part of these financial statements
2020 Annual Financial Report
22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Peppermint Innovation Limited (the Company) is an Australian company incorporated on 24 July 2014. On 4
December 2015, the Company listed on the Australian Securities Exchange.
The principal activities of the Group (the Company and its controlled entities) were the development and
commercialisation of its mobile banking, payment and remittance platform.
(a)
Basis of Preparation
Statement of compliance
The financial report is a general-purpose financial report, which has been prepared in accordance with the
requirements of the Corporations Act 2001, Australian Accounting Standards and Interpretations, and as
appropriate for profit oriented entities.
Accounting Standards include Australian Accounting Standards (AASBs). Compliance with Australian
Accounting Standards ensures that the financial statements and notes comply with International Financial
Reporting Standards (IFRS) adopted by the International Accounting Standards Board (IASB).
The financial statements were authorised for issue by the directors on 26 November 2020.
Basis of measurement
The financial report has also been prepared under the historical cost convention.
Functional and presentation currency
The financial report is presented in Australian dollars, which is the Company’s functional currency.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Peppermint
Innovation Limited ('Company' or 'parent entity') as at 30 June 2020 and the results of all subsidiaries for the
year then ended. Peppermint Innovation Limited and its subsidiaries together are referred to in these financial
statements as the Group.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the
Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They are de-consolidated from the date that control
ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment
of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in
ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference
between the consideration transferred and the book value of the share of the non-controlling interest acquired
is recognised directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit
or loss and other comprehensive income, statement of financial position and statement of changes in equity of
the Group. Losses incurred by the Group are attributed to the non-controlling interest in full, even if that results
in a deficit balance.
2020 Annual Financial Report
23
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and
non-controlling interest in the subsidiary together with any cumulative translation differences recognised in
equity. The Group recognises the fair value of the consideration received and the fair value of any investment
retained together with any gain or loss in profit or loss.
(b)
Going concern
The financial statements have been prepared on the going concern basis, which contemplates continuity of
normal business activities and the realisation of assets and the discharge of liabilities in the normal course of
business.
The Group incurred a net loss of $1,691,500 and had net cash outflows from operating activities of
$1,660,232 for the year ended 30 June 2020 and, as at that date, the Group’s current liabilities exceeded its
current assets by $203,598 and had net liabilities of $988,458 (2019: $1,119,645).
The Directors believe that there are reasonable grounds to believe that the Group will continue as a going
concern, after consideration of the following factors:
•
•
•
the expectation that revenue will continue to increase as a result of growth in the agent base to distribute
the Group’s products;
subsequent to period end $405,000 was raised from the placement of 40.5 million shares at $0.01 per
share with, subject to shareholder approval, 40,500,000 free attaching unlisted options with a $0.01
exercise price on or before 31 March 2021;
subsequent to year end the Company:
o agreed to issue 50,000,000 shares at $0.01 per share to raise $500,000 with 50,000,000 free attaching
unlisted options with a $0.01 exercise price on or before 31 December 2021, of which 15,000,000
are subject to shareholder approval, within 3 days of the Company releasing its 2020 Annual Report;
and
o secured a commitment of $2 million for a placement of 200,000,000 shares at $0.01 per share, subject
to shareholder approval, with funds being released to the Company within 5 business days of the
Company’s securities being reinstated to trading on the Official List of the Australian Securities
Exchange Limited; and
•
the Group has the ability to scale down its operations in order to curtail expenditure, in the event capital
raisings are delayed or insufficient cash is available to meet projected expenditure.
Accordingly, the Directors believe that the Group will be able to continue as a going concern and that it is
appropriate to adopt the going concern basis in the preparation of the financial report.
Should the Group not achieve the matters set out above, there is a material uncertainty which may cast
significant doubt as to whether the Group will continue as a going concern and therefore whether it will realise
its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial
report.
The financial report does not include any adjustments relating to the amounts or classification of recorded
assets or liabilities that might be necessary if the Group is not able to continue as a going concern.
(c)
New or amended Accounting Standards and Interpretations adopted
New standards and interpretations adopted
The Group has considered the application of new standards and amendments for the first time in the annual
reporting period commencing 1 July 2019.
2020 Annual Financial Report
24
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
AASB 3 Business Combinations
The amendments clarify that, when an entity obtains control of a business that is a joint operation, it applies
the requirements for a business combination achieved in stages, including remeasuring previously held
interests in the assets and liabilities of the joint operation at fair value. In doing so, the acquirer remeasures its
entire previously held interest in the joint operation.
An entity applies those amendments to business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 January 2020, with early application
permitted.
These amendments had no impact on the consolidated financial statements of the Group as there is no
transaction where joint control is obtained.
AASB 112 Income Taxes
The amendments clarify that the income tax consequences of dividends are linked more directly to past
transactions or events that generated distributable profits than to distributions to owners. Therefore, an entity
recognises the income tax consequences of dividends in profit or loss, other comprehensive income or equity
according to where it originally recognised those past transactions or events.
An entity applies the amendments for annual reporting periods beginning on or after 1 January 2020, with
early application permitted. When the entity first applies those amendments, it applies them to the income tax
consequences of dividends recognised on or after the beginning of the earliest comparative period.
Since the Group has not previously and is unlikely to pay a dividend in the near future these amendments had
no impact on the consolidated financial statements of the Group.
AASB 16 Leases
The Group has adopted AASB 16 from 1 July 2019. The standard replaces AASB 117 'Leases' and for lessees
eliminates the classifications of operating leases and finance leases. Except for short-term leases and leases of
low-value assets, right-of-use assets and corresponding lease liabilities are recognised in the statement of
financial position. Straight-line operating lease expense recognition is replaced with a depreciation charge for
the right-of-use assets (included in operating costs) and an interest expense on the recognised lease liabilities
(included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under
AASB 16 will be higher when compared to lease expenses under AASB 117. However, EBITDA (Earnings
Before Interest, Tax, Depreciation and Amortisation) results improve as the operating expense is now replaced
by interest expense and depreciation in profit or loss. For classification within the statement of cash flows, the
interest portion is disclosed in operating activities and the principal portion of the lease payments are separately
disclosed in financing activities. For lessor accounting, the standard does not substantially change how a lessor
accounts for leases. AASB 16 was adopted using the modified retrospective approach and as such the
comparatives have not been restated. There was no impact of adoption at 1 July 2019.
(d)
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2020. A
number of new standards, amendments to standards and interpretations issued by the AASB which are not
yet mandatorily applicable to the Group have not been applied in preparing these consolidated financial
statements. None are likely to impact the Group.
Conceptual Framework for Financial Reporting (Conceptual Framework)
The revised Conceptual Framework is applicable to annual reporting periods beginning on or after 1 January
2020 and early adoption is permitted. The Conceptual Framework contains new definition and recognition
criteria as well as new guidance on measurement that affects several Accounting Standards. Where the Group
has relied on the existing framework in determining its accounting policies for transactions, events or
conditions that are not otherwise dealt with under the Australian Accounting Standards, the Group may need
to review such policies under the revised framework. At this time, the application of the Conceptual
Framework is not expected to have a material impact on the Group's financial statements.
2020 Annual Financial Report
25
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(e)
Statement of Compliance
The financial report complies with Australian Accounting Standards, which include Australian equivalents to
International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial
report, comprising the financial statements and notes thereto, complies with International Financial Reporting
Standards (IFRS).
(f)
Critical accounting judgements and key sources of estimation uncertainty
The application of accounting policies requires the use of judgements, estimates and assumptions about
carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and
associated assumptions are based on historical experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
Share-based payment transactions:
The Group measures the cost of equity-settled share-based payments at fair value at the grant date using an
option pricing model, taking into account the terms and conditions upon which the instruments were granted.
The fair value is determined by a valuation using a Black Scholes or Trinomial Option Pricing Model.
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had,
or may have, on the Group based on known information. This consideration extends to the nature of the
products and services offered, customers, supply chain, staffing and geographic regions in which the Group
operates. Other than as addressed in specific notes, there does not currently appear to be either any significant
impact upon the financial statements or any significant uncertainties with respect to events or conditions which
may impact the Group unfavourably as at the reporting date or subsequently as a result of the Coronavirus
(COVID-19) pandemic.
(g)
Revenue recognition
The Group recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled
in exchange for transferring goods or services to a customer. For each contract with a customer, the Group:
identifies the contract with a customer; identifies the performance obligations in the contract; determines the
transaction price which takes into account estimates of variable consideration and the time value of money;
allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone
selling price of each distinct good or service to be delivered; and recognises revenue when or as each
performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services
promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such
as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent
events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The
measurement of variable consideration is subject to a constraining principle whereby revenue will only be
recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue
recognised will not occur. The measurement constraint continues until the uncertainty associated with the
variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle
are initially recognised as deferred revenue in the form of a separate refund liability.
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the
goods, which is generally at the time of delivery.
2020 Annual Financial Report
26
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
Peppermint Innovation Limited
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
1.
Rendering of services
Revenue from a contract to provide services is recognised over time as the services are rendered based on
either a fixed price or an hourly rate.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of
calculating the amortised cost of a financial asset and allocating the interest income over the relevant period
using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through
the expected life of the financial asset to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
(h)
Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash
equivalents as defined above.
(i)
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any allowance for expected credit losses. Trade receivables are generally due
for settlement within 30 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime
expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on
days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
(j)
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as
part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are
subsequently measured at either amortised cost or fair value depending on their classification. Classification
is determined based on both the business model within which such assets are held and the contractual cash
flow characteristics of the financial asset unless, an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred
and the Group has transferred substantially all the risks and rewards of ownership. When there is no reasonable
expectation of recovering part or all of a financial asset, it's carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are
classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either:
(i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of
making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value
movements are recognised in profit or loss.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the Group
intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial
recognition.
2020 Annual Financial Report
27
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Derivatives
A derivative embedded in a hybrid contract, with a financial liability or non-financial host, is separated from
the host and accounted for as a separate derivative if: the economic characteristics and risks are not closely
related to the host; a separate instrument with the same terms as the embedded derivative would meet the
definition of a derivative; and the hybrid contract is not measured at fair value through profit or loss. Embedded
derivatives are measured at fair value with changes in fair value recognised in profit or loss. Reassessment
only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows
that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or
loss category.
A derivative embedded within a hybrid contract containing a financial asset host is not accounted for
separately. The financial asset host together with the embedded derivative is required to be classified in its
entirety as a financial asset at fair value through profit or loss.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on financial assets which are either measured
at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance
depends upon the Group's assessment at the end of each reporting period as to whether the financial
instrument's credit risk has increased significantly since initial recognition, based on reasonable and
supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month
expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit
losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset
has become credit impaired or where it is determined that credit risk has increased significantly, the loss
allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised
is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life
of the instrument discounted at the original effective interest rate.
For financial assets measured at fair value through other comprehensive income, the loss allowance is
recognised within other comprehensive income. In all other cases, the loss allowance is recognised in profit or
loss.
(k)
Intangible assets
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 Group 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 the 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 benefit from the related project on a
straight line basis.
The carrying value of an intangible asset arising from development expenditure is tested for impairment
annually when the asset is not yet available for use, or more frequently when an indication of impairment arises
during the reporting period.
2020 Annual Financial Report
28
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Licences
Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any
accumulated impairment losses. Internally generated intangible assets, excluding capitalised development
costs, are not capitalised and expenditure is charged against profit or loss in the year in which the expenditure
is incurred.
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite
lives are amortised over the useful life on a straight line basis and assessed for impairment whenever there is
an indication that the intangible asset may be impaired. The amortisation period and the amortisation method
for an intangible asset with a finite useful life is reviewed at least at each financial year-end. Changes in the
expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset
are accounted for by changing the amortisation period or method, as appropriate, which is a change in
accounting estimate. The amortisation expense on intangible assets with finite lives is recognised in profit or
loss in the expense category consistent with the function of the intangible asset.
Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the
cash-generating unit level. Such intangibles are not amortised. The useful life of an intangible asset with an
indefinite life is reviewed each reporting period to determine whether indefinite life assessment continues to
be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for as a
change in an accounting estimate and is thus accounted for on a prospective basis.
Disposals
Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the
net disposal proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset
is de-recognised.
(l)
Income tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted by reporting date.
Deferred income tax is provided on all temporary differences at reporting date between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
• when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or
liability in a transaction that is not a business combination and that, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; or
• when the taxable temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled
and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused
tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses
can be utilised, except:
• when the deferred income tax asset relating to the deductible temporary difference arises from the
initial recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
2020 Annual Financial Report
29
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
• when the deductible temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is
probable that the temporary difference will reverse in the foreseeable future and taxable profit will be
available against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred
income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent
that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same
taxable entity and the same taxation authority.
(m) Other taxes
Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (‘GST’) except:
• when the GST incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part
of the expense item as applicable; and
receivables and payables, which are stated with the amount of GST included.
•
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables
or payables in the Statement of Financial Position.
Cash flows are included in the Consolidated Statement of Cash Flows on a gross basis and the GST component
of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the
taxation authority are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
taxation authority.
(n)
Impairment of assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate
of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell
and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or groups of assets and the asset's value in use cannot
be estimated to be close to its fair value.
2020 Annual Financial Report
30
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
An assessment is also made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. If such indication exists, the
recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a
change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That
increased amount cannot exceed the carrying amount that would have been determined, net of depreciation,
had no impairment loss been recognised for the asset in prior years.
Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the
reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future
periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its
remaining useful life.
(o)
Contract liabilities
Contract liabilities are recognised when a customer pays consideration, or when the Group recognises a
receivable to reflect its unconditional right to consideration (whichever is earlier), before the Group has
transferred the goods or services to the customer. The liability is the Group's obligation to transfer goods or
services to a customer from which it has received consideration.
(p)
Interest-bearing loans and borrowings
All loans and borrowings are initially recognised at the fair value of the consideration received less directly
attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently
measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or
loss when the liabilities are de-recognised.
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently
measured at amortised cost or fair value. Any difference between the proceeds (net of transaction costs) and
the redemption amount is recognised in profit or loss over the period of the borrowings using the effective
interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan
to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is
deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of
the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over
the period of the facility to which it relates.
General and specific borrowing costs that are directly attributable to the acquisition, construction or production
of a qualifying asset are capitalised during the period of time that is required to prepare the asset for its intended
use or sale. Qualifying assets are assets that necessarily take a substantial period to get ready for their intended
use or sale. Borrowing costs cease to be capitalised upon the earlier of extinguishment of the liability or the
commencement of commercial production from the qualifying asset.
Borrowings are removed from the statement of financial position when the obligation specified in the contract
is discharged, cancelled or expired. Where the terms of a financial liability are renegotiated and the entity
issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or
loss is recognised in profit or loss, which is measured as the difference between the carrying amount of the
financial liability and the fair value of the equity instruments issued.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement
of the liability for at least 12 months after the reporting date.
2020 Annual Financial Report
31
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(q)
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation.
When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract,
the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The
expense relating to any provision is presented in the statement of profit and loss and other comprehensive
income net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects the risks specific to the liability.
When discounting is used, the increase in the provision due to the passage of time is recognised as a finance
cost.
Employee Benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating long
service leave are recognised in other payables in respect of employees’ services up to the reporting date. They
are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-
accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable.
(r)
Share-based payment transactions
The Group provides benefits to employees (including senior executives) and consultants of the Group in the
form of share-based payments, whereby employees and consultants render services in exchange for shares or
rights over shares (equity-settled transactions).
The cost of these equity-settled transactions with employees and consultants are measured by reference to the
fair value of the equity instruments at the date at which they are granted. The fair value is determined by an
internal valuation using an option pricing model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions
linked to the price of the shares of the Group (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the
period in which the performance and/or service conditions are fulfilled, ending on the date on which the
relevant employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date
reflects (i) the extent to which the vesting period has expired and (ii) the Group’s best estimate of the number
of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance
conditions being met as the effect of these conditions is included in the determination of fair value at grant
date. The statement of comprehensive income charge or credit for a period represents the movement in
cumulative expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only
conditional upon a market condition. If the terms of an equity-settled award are modified, as a minimum an
expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any
modification that increases the total fair value of the share-based payment arrangement, or is otherwise
beneficial to the employee, as measured at the date of modification.
2020 Annual Financial Report
32
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any
expense not yet recognised for the award is recognised immediately. However, if a new award is substituted
for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and
new award are treated as if they were a modification of the original award, as described in the previous
paragraph.
(s)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax, from the proceeds.
(t)
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the
same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is
responsible for the allocation of resources to operating segments and assessing their performance.
(u)
Foreign currency translation
The financial statements are presented in Australian dollars, which is Pinnacle Listed Practical Limited's
functional and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions
and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates
at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars
using the average exchange rates, which approximate the rates at the dates of the transactions, for the period.
All resulting foreign exchange differences are recognised in other comprehensive income through the foreign
currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is
disposed of.
(v)
Government grants
Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to
match them with the costs that they are intended to compensate.
(w)
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed
in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised
within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being
exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are
classified as non-current.
2020 Annual Financial Report
33
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle;
it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period;
or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting
period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
(x)
Inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on
a 'first in first out' basis. Cost comprises of direct materials and delivery costs, direct labour, import duties and
other taxes, an appropriate proportion of variable and fixed overhead expenditure based on normal operating
capacity, and, where applicable, transfers from cash flow hedging reserves in equity. Costs of purchased
inventory are determined after deducting rebates and discounts received or receivable.
Stock in transit is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery
costs, net of rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the sale.
(y)
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and
equipment (excluding land) over their expected useful lives as follows:
Plant and equipment:
3-7 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each
reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic
benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to
profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained
profits.
(z)
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at
cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments
made at or before the commencement date net of any lease incentives received, any initial direct costs incurred,
and, except where included in the cost of inventories, an estimate of costs expected to be incurred for
dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the
estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of
the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets
are subject to impairment or adjusted for any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are
expensed to profit or loss as incurred.
2020 Annual Financial Report
34
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(aa)
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial
year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not
discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
(bb) Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised
at the present value of the lease payments to be made over the term of the lease, discounted using the interest
rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate.
Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that
depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a
purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination
penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in
which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are
remeasured if there is a change in the following: future lease payments arising from a change in an index or a
rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a
lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss
if the carrying amount of the right-of-use asset is fully written down.
(cc)
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are
expensed in the period in which they are incurred.
(dd) Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction
costs. They are subsequently measured at amortised cost using the effective interest method.
(ee)
Employee benefits
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are
incurred.
(ff)
Fair value of assets and liabilities
The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis,
depending on the requirements of the applicable Accounting Standard.
Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an
orderly (ie unforced) transaction between independent, knowledgeable and willing market participants at the
measurement date.
As fair value is a market-based measure, the closest equivalent observable market pricing information is used
to determine fair value. Adjustments to market values may be made having regard to the characteristics of the
specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are
determined using one or more valuation techniques.
These valuation techniques maximise, to the extent possible, the use of observable market data.
2020 Annual Financial Report
35
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
To the extent possible, market information is extracted from either the principal market for the asset or liability
(ie the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such
a market, the most advantageous market available to the entity at the end of the reporting period (ie the market
that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability,
after taking into account transaction costs and transport costs).
For non-financial assets, the fair value measurement also takes into account a market participant's ability to
use the asset in its highest and best use or to sell it to another market participant that would use the asset in its
highest and best use.
The fair value of liabilities and the entity's own equity instruments (excluding those related to share-based
payment arrangements) may be valued, where there is no observable market price in relation to the transfer of
such financial instruments, by reference to observable market information where such instruments are held as
assets. Where this information is not available, other valuation techniques are adopted and, where significant,
are detailed in the respective note to the financial statements.
Valuation techniques
In the absence of an active market for an identical asset or liability, the Group selects and uses one or more
valuation techniques to measure the fair value of the asset or liability, The Group selects a valuation technique
that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The
availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or
liability being measured.
(gg) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of the Company,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary
shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the
financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account the after income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares and the weighted average number of shares assumed to have been issued for no consideration
in relation to dilutive potential ordinary shares.
2.
SEGMENT REPORTING
The Group operates predominantly in the mobile banking, payment and remittance industry. For management
purposes, the Group is organised into business units based on its services and has three reportable segments,
as follows:
• mobile banking and payment services, presently operating in the Philippines;
•
•
international remittances, recently established from Australia; and
corporate and head office.
No operating segments have been aggregated to form the above reportable operating segments.
Management monitors the operating results of its business units separately for the purpose of making decisions
about resource allocation and performance assessment. Segment performance is evaluated based on profit or
loss and is measured consistently with profit or loss in the consolidated financial statements.
Also, the Group’s financing (including finance costs and finance income) and income taxes are managed on a
Group basis and are not allocated to operating segments.
2020 Annual Financial Report
36
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
2.
SEGMENT REPORTING (continued)
Peppermint Innovation Limited
Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions
with third parties.
Year Ended 30 June 2020
Mobile
Banking and
Payment
Services
International
Remittance
Head Office
Total
Segments
Adjustments
and
Eliminations
Consolidated
Revenue
External customers
Inter-segment
Total revenue
Income/(expenses)
Depreciation and
amortisation
Segment profit
Total assets
Total liabilities
2,790,748
-
2,790,748
233
-
233
-
-
-
2,790,981
-
2,790,981
-
-
619
619
-
-
-
-
2,790,981
-
2,790,981
619
(299,854) (10,603) (1,381,043) (1,691,500) - (1,691,500)
194,688 7,674 2,601,672 2,804,034 (2,363,525)
440,509
1,647,222 609,262 1,536,008 3,792,492 (2,363,525) 1,428,967
Year Ended 30 June 2019
Mobile
Banking and
Payment
Services
International
Remittance
Head Office
Total
Segments
Adjustments
and
Eliminations
Consolidated
Revenue
External customers
Inter-segment
Total revenue
Income/(expenses)
Depreciation and
amortisation
Segment profit
Total assets
Total liabilities
681,113
-
681,113
214
-
214
-
-
-
681,327
-
681,327
28,229
-
553
28,782
-
-
-
-
681,327
-
681,327
28,782
(439,481) (78,696) (1,624,609) (2,142,786) - (2,142,786)
144,217 9,095 2,072,758 2,226,070 (2,035,694) 190,376
1,310,021
1,517,224 600,074 1,227,514 3,344,812
(2,034,791)
Inter-segment revenues are eliminated upon consolidation and reflected in the ‘adjustments and eliminations’
column. All other adjustments and eliminations are part of detailed reconciliations presented further below.
Adjustments and eliminations
Finance income and costs, and fair value gains and losses on financial assets are not allocated to individual
segments as the underlying instruments are managed on a group basis. Current taxes and certain financial
assets and liabilities are not allocated to those segments as they are also managed on a group basis. Inter-
segment revenues are eliminated on consolidation.
Sales to customers which represent over 10% of revenue, all within the Mobile Banking and Payment Services
segment, were as follow:
Customer 1
Customer 2
Customer 3
2020
$
2019
$
1,212,025
772,314
575,676
295
519,929
25,902
2020 Annual Financial Report
37
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
3.
LOSS PER SHARE
Basic and diluted loss per share (cents per share)
Peppermint Innovation Limited
2020
$
(0.2)
2019
$
(0.2)
The loss and weighted average number of ordinary shares used in the calculation of basic earnings per share
is as follows:
Loss for the year
(1,691,500)
(2,142,786)
Weighted average number of shares outstanding during the year used in the
calculations of basic loss per share:
1,010,393,024
981,885,292
There is no dilution of shares due to options as the potential ordinary shares are not dilutive and are therefore
not included in the calculation of diluted loss per share.
4.
RESULT FOR THE YEAR
Revenue from contracts with customers
Transaction revenue
Project revenue
Other income
Proceeds on the sale of exploration licences
Government grants
Interest income
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
2020
$
2019
$
2,716,389
74,592
2,790,981
607,953
73,374
681,327
650,000
62,501
100
712,601
-
-
123
123
30 June 2020
Major product lines
ELoad sales
Software development services
System usage fees and commissions
Timing of revenue recognition
Goods transferred at a point in time
Services transferred at a point in time
Services transferred over time
International
Remittance
Total
Mobile
Banking
and
Payment
Services
2,700,528
74,592
15,628
2,790,748
- 2,700,528
- 74,592
15,861
2,790,981
233
233
2,700,528
15,628
74,592
2,790,748
233
- 2,700,528
15,861
74,592
2,790,981
-
233
2020 Annual Financial Report
38
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
4.
RESULT FOR THE YEAR (continued)
30 June 2019
Major product lines
ELoad sales
Software development services
System usage fees and commissions
Timing of revenue recognition
Goods transferred at a point in time
Services transferred at a point in time
Services transferred over time
Administration costs
Audit fees
Bad debts
Consulting fees
Depreciation and amortisation
Directors' fees and consulting remuneration
Employee expenses
Insurance
Investor relations
Legal fees
Rent
Share registry fees
Stock exchange fees
Sundry expenses
Travel
Finance costs
Notional and accrued interest on convertible notes
Interest on related party loans
Other
Finance costs includes all interest-related expenses.
Peppermint Innovation Limited
International
Remittance
Total
Mobile
Banking
and
Payment
Services
591,080
73,374
16,659
681,113
-
591,080
- 73,374
16,873
681,327
214
214
591,080
16,659
73,374
681,113
-
214
-
214
591,080
16,873
73,374
681,327
2020
$
2019
$
53,526
-
270,116
619
631,227
438,634
31,430
33,310
31,782
46,966
13,953
38,960
265,254
19,815
1,875,592
37,100
40,686
374,392
28,782
615,981
493,010
11,660
70,725
44,716
50,939
13,696
36,469
197,040
81,660
2,096,856
2020
$
435,410
-
11,102
2019
$
94,994
2,098
2,684
446,512
99,776
2020 Annual Financial Report
39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
5.
SHARE BASED PAYMENTS
(a) Shares Issued
2020:
Nil.
2019:
Peppermint Innovation Limited
6,800,000 shares were issued to a consultant for corporate consultancy services and assistance in raising capital
at the fair value of the services received. Corporate consultancy services in the amount of $84,000 were
recognised through profit and loss as share-based payment expense. The remaining $120,000 was recognised
as share issue expenses within equity for assistance in raising capital.
6.
INCOME TAX
(a)
Income tax recognised in profit/loss
No income tax is payable by the Company as it recorded a loss for income tax purposes for the period.
(b)
Numerical reconciliation between income tax expense and the loss before income tax.
The prima facie income tax expense on pre-tax accounting loss from operations reconciles to the income tax
expense in the financial statements as follows:
Accounting loss before tax
Income tax benefit at 27.5%
Unrecognised tax losses
Income tax expense
(c) Unrecognised deferred tax balances
Tax losses at 27.5%
Deferred tax asset not booked
Accrued liabilities
Provision for annual leave
Prepayments
Intangible assets
Blackhole deductions
Net unrecognised deferred tax assets at 27.5%
2020
$
(1,691,500)
465,163
(465,163)
-
2019
$
(2,142,786)
589,266
(589,266)
-
2020
$
(2,574,310)
2019
$
(2,122,794)
(36,003)
(42,003)
-
-
(33,766)
(25,944)
4,701
-
(28,109)
(2,680,425)
(28,109)
(2,205,912)
A deferred tax asset attributable to income tax losses has not been recognised at balance date as the probability
criteria disclosed in Note 1(l) is not satisfied and such benefit will only be available if the conditions of
deductibility also disclosed in Note 1(l) are satisfied.
2020 Annual Financial Report
40
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
7.
CASH AND CASH EQUIVALENTS
Cash at bank
Peppermint Innovation Limited
2020
$
261,426
261,426
2019
$
82,379
82,379
Cash at bank earns interest at floating rates based on daily bank deposit rates.
(a)
Reconciliation to the Statement of Cash Flows
For the purposes of the statement of cash flows, cash and cash equivalents comprise cash on hand
and at bank.
Cash and cash equivalents as shown in the statement of cash flows are reconciled to the related items
in the balance sheet as follows:
Cash and cash equivalents
2020
$
261,426
2019
$
82,379
(b)
Reconciliation of loss after income tax to net cash flows from operating activities:
Loss for the year
Adjustments:
-
Interest accrued on convertible notes
- Depreciation / assets written off
- Proceeds on the sale of exploration licences
- Share based payment
- Fair value adjustment
- Legal fees paid by noteholder
Changes in operating assets and liabilities:
-
-
-
-
(Increase) in trade and other receivables
(Increase) in inventory
Increase in trade and other payables
Increase in provisions
Net cash used in operating activities
2020
$
2019
$
(1,691,500)
(2,142,786)
435,787
97,092
619
28,782
(650,000)
-
-
223,562
-
84,000
(28,397)
17,500
(26,841)
(15,678)
(44,864)
(3,895)
43,719
375,536
49,286
32,382
(1,660,232)
(1,555,464)
2020 Annual Financial Report
41
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
8.
TRADE AND OTHER RECEIVABLES
Current:
Trade receivables
Prepayments
Other
Peppermint Innovation Limited
2020
$
2019
$
69,334
-
55,557
42,671
31,082
24,297
124,891
98,050
Allowance for expected credit losses
The Group has not recognised any expected credit losses for the year ended 30 June 2020.
9.
TRADE AND OTHER PAYABLES – current
Sundry payables and accrued expenses
10.
PROVISIONS – current
Unused annual leave
11.
FINANCIAL LIABILITIES
Current
Related party loan (a)
Convertible notes and accrued interest (b)
Derivative liability (b)(iii)
Premium funding
Non-current
Convertible notes and accrued interest (b)
(a)
Related party loan
2020
$
2019
$
488,789
445,070
2020
$
2019
$
152,737
103,451
2020
$
-
-
-
-
-
2019
$
17,098
664,012
65,644
14,746
761,500
787,441
-
$15,000 was advanced by Fich Pty Ltd, an entity controlled by Mr Christopher Kain, Managing Director of
the Company. The loan bears interest of 15% per annum, had a set-up fee of 4% and was repayable on 6 March
2019 and was extended to 30 September 2019, at which time it was repaid.
2020 Annual Financial Report
42
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
11.
FINANCIAL ASSETS AND LIABILITIES (continued)
(b)
Convertible notes
(i)
$1,673,358 convertible note facility maturing on 30 April 2022
Peppermint Innovation Limited
The convertible notes have a face value of $1,673,358 (2019: $647,500), maturity of 30 April 2022, bear
interest of 12% interest per annum from the date of receipt of funds unless redeemed or converted earlier, are
unsecured, and are convertible into fully paid ordinary shares at $0.01 per share. The facility has been fully
drawn (2019: $647,500).
The value of conversion rights on convertible notes of $1,001,343 (2019: $53,712) was recognised in the
convertible note reserve (see Note 13) during the year and is amortised as notional interest over the term of the
convertible notes.
Original convertible note:
The convertible notes originally had a maturity date of 30 April 2020, or as the parties otherwise agree in
writing, bear 12% interest per annum from the date of receipt of funds unless redeemed or converted earlier,
and are convertible into fully paid ordinary shares at 2.5 cps ($0.025).
The convertible notes provided the holder with 20 unlisted options with an exercise price of $0.014 on or
before 20 May 2021 for every dollar drawn under the convertible note facility.
The convertible notes were secured by the Company’s 100% owned subsidiary Zambian Copper Pty Ltd,
which held the Company’s mineral exploration project in Zambia.
The $1,500,000 convertible note facility replaced an earlier facility of $250,000 maturing on 21 December
2019 (see Note 11(b)(ii)) by increasing the convertible note face value to $1,500,000 and extending the
maturity date to 30 April 2020.
$852,500 (2019: $647,500) was raised under the facility during the year.
17,050,000 (2019: 12,950,000) unlisted options with an exercise price of $0.014 on or before 20 May 2021
were issued as part of the consideration on convertible notes and a value of $28,624 (2019: $80,720) was
recognised in the convertible note reserve (see Note 13). This value along with the opening value is amortised
as notional interest over the term of the convertible notes.
Extension of maturity date:
During the year the expiry date of the $1,500,000 convertible notes was extended from 30 April 2020 to 30
April 2021 in consideration for the issue of 35,000,000 options to acquire shares at $0.01 each on or before 30
May 2021. $259,500 was recognised in the convertible note reserve (see Note 13). This value along with the
opening value is amortised as notional interest over the term of the convertible notes.
Restructuring of the convertible note:
During the year the conversion price of the convertible note was changed from $0.025 to $0.01, the maturity
date was extended from 30 April 2021 to 30 April 2022, interest accrued to 30 April 2020 was capitalised
increasing the face value of the convertible notes to $1,673,358 and change the noteholder of $1,500,000
previously issued convertible notes. The adjustment to the conversion price is subject to shareholder approval
which is intended to be sought at the Company’s annual general meeting of shareholders.
As a result of the restructuring, a fair value loss of $289,206 was incurred.
2020 Annual Financial Report
43
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
11.
FINANCIAL ASSETS AND LIABILITIES (continued)
(ii)
Convertible notes maturing on 21 December 2019
Peppermint Innovation Limited
Convertible notes maturing on 21 December 2019 bearing 12% interest per annum, from the date of receipt of
funds, payable within 5 days of maturity unless redeemed or converted earlier, and convertible into fully paid
ordinary shares at $0.025 per share were issued during the year. The Company was entitled to convert all (but
not some) of the convertible notes at any time after the first anniversary of the issue of the convertible notes if
the VWAP for each of the 30 trading days ending not less than 5 trading days before the date of issue of the
Issuer Conversion Notice is at $0.0325.
The convertible notes were secured by the Company’s 100% owned subsidiary Zambian Copper Pty Ltd,
which holds the Company’s mineral exploration project in Zambia.
These convertible notes were replaced and extended by the convertible note facility referred to in Note 11(b)(i).
(iii)
Convertible notes maturing on 26 November 2019
Convertible notes maturing on 26 November 2019 bearing 12% interest per annum, from the date of receipt of
funds, with quarterly interest payable unless the parties agree otherwise and unless redeemed or converted
earlier, and convertible into fully paid ordinary shares at the lower of 1 cent ($0.01) per share and an amount
equal to a 20% discount on the VWAP per share for the 10 days immediately preceding the date of the
Conversion Notice were issued during the year.
The convertible notes had a face value of $150,000, which has been valued and has a carrying amount of
$104,580 and a derivative liability $65,644 of as at 30 June 2019.
The conversion option is not fixed for fixed and it is treated as a financial liability. On inception the value of
conversion rights on convertible notes of $94,041 was recognised as a derivative liability which is revalued at
each reporting date through fair value adjustment in Statement of Profit and Loss and Other Comprehensive
Income.
This convertible note and the accrued interest of $14,220 were converted into ordinary shares at maturity (see
Note 12) and generated a fair value gain of $65,644.
(c)
Other short-term loan
During the 2019 year an interest free, unsecured short-term loan of $10,000 was provided to the Company and
repaid by the Company.
12.
ISSUED CAPITAL
Paid up capital – ordinary shares
Capital raising costs
2020
$
14,460,733
(781,638)
13,679,095
2019
$
13,906,513
(760,638)
13,145,875
2020 Annual Financial Report
44
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
12.
ISSUED CAPITAL (continued)
(a)
Ordinary shares
30 June 2020 movements in issued capital:
Balance at 1 July 2019
Issue of shares – private placements at 1 cent per share (i)
Conversion of convertible note (see Note 11(b)(iii))
Shares issued in lieu of convertible note interest (see Note 11(b)(iii))
Costs relating to issue of shares
Balance at 30 June 2020
Peppermint Innovation Limited
Number of
shares
$
987,582,461
39,000,000
13,145,875
390,000
15,000,000
1,422,000
-
150,000
14,220
(21,000)
1,043,004,461
13,679,095
i.
Each participating share had a free attaching option with an exercise price of $0.01 on or before 31 March 2021
resulting in 39,000,000 options being issued.
30 June 2019 movements in issued capital:
Balance at 1 July 2018
Issue of shares – private placements at 3 cents per share (i)
Issue of shares – private placements at 2.5 cents per share
Costs relating to issue of shares
Share-based payment (ii)
Balance at 30 June 2019
Number of
shares
$
953,449,128
23,333,333
12,536,072
700,000
4,000,000
100,000
-
(394,197)
6,800,000
204,000
987,582,461
13,145,875
i.
ii.
23,333,333 fully paid ordinary shares were issued at 3 cents per share raising $700,000, inclusive of $160,000
recorded as a current liability at 30 June 2018 (see Note 10).
Issued to a consultant for corporate consultancy services and assistance in raising capital at the fair value of the
services received. Corporate consultancy services in the amount of $84,000 were recognised through profit and
loss as share-based payment expense. The remaining $120,000 was recognised as share issue expenses within
equity for assistance in raising capital.
(b)
Performance shares
2020:
100,000,000 performance shares expired.
2019:
100,000,000 performance shares convert to fully paid ordinary shares on the basis of one (1) performance
share into one (1) fully paid ordinary share in the capital of the Company, upon the following milestones being
achieved:
2020 Annual Financial Report
45
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
12.
ISSUED CAPITAL (continued)
Event/Milestone
Milestone 1: the Company or its subsidiaries generating cumulative revenue of
$15,000,000 from the Mobile Banking Payments Remittance Business (MBPRB) by 20
May 2020
Milestone 2: the Company or its subsidiaries generating cumulative revenue of
$50,000,000 from the MBPRB by 20 May 2020
(c)
Options
The following unlisted options to acquire fully paid ordinary shares were on issue:
Peppermint Innovation Limited
Number of Shares
50,000,000
50,000,000
100,000,000
Number
10,000,000
Exercise
Price
$0.03
10,000,000
$0.03
10,000,000
$0.05
10,000,000
$0.05
30,000,000
$0.014
35,000,000
$0.01
Expiry
Date
27 Aug
2020
27 Aug
2020
27 Aug
2020
27 Aug
2020
20 May
2021
30 May
2021
Exercise Condition
After the 30 day volume weighted average price of fully paid ordinary
shares exceeds 5 cents.
After the 30 day volume weighted average price of fully paid ordinary
shares exceeds 10 cents.
After the 30 day volume weighted average price of fully paid ordinary
shares share price exceeds 15 cents.
After the 30 day volume weighted average price of fully paid ordinary
shares share price exceeding 20 cents.
None
None
39,000,000
$0.01
31 March
2021
None
144,000,000
2020:
17,050,000 unlisted options with a $0.014 exercise price on or before 20 May 2021 were issued as part of the
consideration of convertible notes with a face value of $852,500 (see Note 11(b)(i)).
35,000,000 unlisted options with a $0.01 exercise price on or before 30 May 2021 were issued as consideration
for extending the maturity of a $1,500,000 convertible note from 30 April 2020 to 30 April 2021 (see Note
11(b)(i)).
39,000,000 unlisted options with a $0.01 exercise price on or before 31 March 2021 were issued as free
attaching options to placements of shares (see Note 12).
2019:
12,950,000 unlisted options with a $0.014 exercise price on or before 20 May 2021 were issued as part of the
consideration of convertible notes with a face value of $647,500 (see Note 11(b)(i)).
2020 Annual Financial Report
46
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
12.
ISSUED CAPITAL (continued)
Peppermint Innovation Limited
The following table illustrates the number (No.) and weighted average exercise prices of and movements in
options issued during the year:
Outstanding at the beginning of the year
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding at the end of the year
Exercisable at the end of the year
2020
No
52,950,000
91,050,000
-
-
-
144,000,000
144,000,000
2020 Weighted
average
exercise price
$0.034
$0.011
-
-
-
$0.019
$0.019
2019
No
40,000,000
12,950,000
-
-
-
52,950,000
52,950,000
2019 Weighted
average
exercise price
$0.040
$0.014
-
-
-
$0.034
$0.034
(d)
Valuation of Shares, Options and Performance Options
Shares issued are valued at the value of a share in the Company as traded on ASX at the date of deemed date
of grant of the share plan shares.
Options and performance options are valued using a Black-Scholes Option Pricing Model. The following table
lists the assumptions to the model used to value options issued.
Grant
Date
Number
Issued
28/5/18
18/6/19
26/6/19
29/7/19
30/8/19
17/10/19
10/12/19
7,600,000
3,600,000
1,750,000
3,600,000
3,700,000
9,750,000
35,000,000
Exercise
Price
(cents)
1.4
1.4
1.4
1.4
1.4
1.4
1.0
Assumed Stock
Price at Grant
Date (cents)
1.3
1.4
1.2
1.1
0.9
1.1
1.1
Issue
Price
(cents)
nil
nil
nil
nil
nil
nil
nil
Interest
Rate
1.985%
1.985%
1.985%
0.85%
0.71%
0.76%
0.76%
Volatility
91%
93%
95%
100%
100%
100%
100%
Value Per
Option
(cents)
0.20
0.24
0.16
0.13
0.06
0.08
0.06
The fair value of performance options was recognised as an expense when the performance hurdle was
achieved.
The amount recognised as part of employee benefits expense for shares issued during the year was nil (2019:
nil).
The amount recognised as part of employee benefits expense for options issued during the year was nil (2019:
nil).
The amount recognised as a share issue expense for performance options issued during the year was nil (2019:
$284,000).
13.
CONVERTIBLE NOTE RESERVE
The convertible note reserve arises from bifurcating the derivatives embedded in the convertible notes (see
Note 11(b) for further details). This includes the right of the holders to convert their notes into ordinary shares
and any attaching options.
Upon the restructuring of the convertible note originally maturing on 20 April 2020, the value in the
Convertible Note Reserve was transferred to Accumulated Losses. Accordingly, the value in the Convertible
Note Reserve is the ascribed value of the right of the holders of the replacement convertible note to convert
their notes to ordinary shares.
2020 Annual Financial Report
47
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
14.
RELATED PARTIES
Peppermint Innovation Limited
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated.
(a)
The Group's related parties are as follows:
(i)
Key management personnel (‘KMP’):
Any person(s) having authority and responsibility for planning, directing and controlling the activities of the
Company, directly or indirectly, including any director (whether executive or otherwise) of that Company are
considered key management personnel.
For details of remuneration disclosures relating to key management personnel, refer to Note 15: Key
Management Personnel Disclosures.
Other transactions with KMP and their related entities are shown below.
(ii)
Other related parties include close family members of key management personnel and entities that are
controlled.
Other related parties include close family members of key management personnel and entities that are
controlled or significantly influenced by those key management personnel or their close family members.
(iii)
Other transactions with related parties,
$15,000 was advanced by Fich Pty Ltd, an entity controlled by Mr Christopher Kain, Managing Director of
the Company. The loan bears interest of 15% per annum, had a set-up fee of 4% and was repayable on 6 March
2019 and was extended to 30 September 2019 at which time it was repaid. At 30 June 2019 the loan had a
value of $17,098.
Signifi Media Pty Ltd, and entity controlled by Mr Mathew Cahill, a director of the Company, provided
advertising services and office rental of $1,200 (2019: $4,917) at normal commercial rates.
Unpaid directors’ fees, salaries and superannuation totalling $85,421 (2019: $99,887) have been accrued.
Apart from the above items and reimbursements for expenses paid on behalf of the Company and the Group,
director and fees paid directly or indirectly to director related entities, there were no transactions or balances
with KMP during the year ended 30 June 2020 (2019: Nil).
2020 Annual Financial Report
48
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
14.
RELATED PARTIES (continued)
(b)
Subsidiaries
Peppermint Innovation Limited
All controlled entities are included in the consolidated financial statements. The parent entity does not
guarantee to pay the deficiency of its controlled entities in the event of a winding up of any controlled entity.
Name
Peppermint Technology Pty Ltd
Peppermint Payments Pty Ltd
Peppermint Technology, Inc
Zambian Copper Pty Ltd (i)
Horizon Copper Zambia Limited
(i)
Sedgwick Resources Limited (i)
Country of
Incorporation
Australia
Australia
Philippines
Australia
Zambia
Principal Activity
Information technology
International remittance
Information technology
Intermediate Holding Company
Dormant
Zambia
Mineral exploration
% Equity interest
2020
100%
% Equity interest
2019
100%
100%
100%
100%
-
-
100%
100%
100%
100%
100%
i.
The Group held 100% of Sedgwick Resources Limited, a company incorporated in Zambia, which holds mineral
exploration tenements and projects and its holding company, Zambian Copper Pty Ltd. The Group has ceased
funding these company and all assets were impaired on 4 December 2015. During the year Sedgwick Resources
Limited was sold (see Note 4) and subsequent to year end Zambian Copper Pty Ltd was deregistered. The
deregistration of Zambian Copper Pty Ltd concluded the involvement of the Group with Horizon Copper Zambia
Limited.
15.
KEY MANAGEMENT PERSONNEL
Remuneration paid:
Short-term employee benefits
Post-employment benefits
Share-based payments
Non-monetary benefits
Please see the Remuneration Report for further details.
2020
$
2019
$
556,839
52,726
-
28,284
637,849
567,419
51,538
-
28,775
647,732
2020 Annual Financial Report
49
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
16.
PARENT ENTITY INFORMATION
(a)
Information relating to Peppermint Innovation Limited
Peppermint Innovation Limited
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
(Net liabilities)
Issued capital
Accumulated losses
Reserves
Total shareholders’ equity
2020
$
236,469
2,581
239,050
(527,337)
(787,441)
(1,314,778)
(1,075,728)
2019
$
34,768
3,200
37,968
(1,227,514)
-
(1,227,514)
(1,189,546)
12,684,539
12,391,595
(15,267,886) (13,999,582)
418,441
(1,189,546)
1,507,619
(1,075,728)
Loss for the parent entity
Total comprehensive income of the parent entity
(1,286,304)
(1,286,304)
(2,068,035)
(2,068,035)
(b)
Guarantees
No guarantees have been entered into by the Company in relation to the debts of its subsidiaries.
(c)
Commitments
The Company does not have any commitments as at reporting date.
17.
COMMITMENTS
(a)
Leases as lessee
The Group leases an office. At 30 June, the future minimum lease payments under non-cancellable leases were
payable as follows:
Less than 1 year
Between 1 and 5 years
More than 5 years
2020
$
1,967
-
-
1,967
2019
$
22,448
1,871
-
24,319
(b)
The Group has agreed to provide funding of up to PHP 5,000,000 ($146,231) to one of its services
providers.
Other than the matter noted above, the Group did not have any contractual commitments to capital expenditure
not recognised as liabilities at 30 June 2020.
2020 Annual Financial Report
50
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
18.
CONTINGENT LIABILITIES
There are no contingent assets nor liabilities.
19.
AUDITORS’ REMUNERATION
Amounts received or due and receivable by the auditors for:
- Auditing or reviewing the financial report (RSM Australia Partners)
- Auditing of one of the subsidiary companies (Reyes Tacandong & Co)
- Other services
Peppermint Innovation Limited
2020
$
2019
$
45,500
8,026
-
53,526
35,000
5,000
-
40,000
20.
FINANCIAL RISK MANAGEMENT
The Group’s financial situation is not complex. Its activities may expose it to a variety of financial risks in the
future: market risk (including currency risk and fair value interest rate risk), credit risk, liquidity risk and cash
flow interest rate risk. At that stage the Group’s overall risk management program will focus on the
unpredictability of the financial markets and seek to minimise potential adverse effects on the financial
performance of the Group.
Risk management is carried out under an approved framework covering a risk management policy and internal
compliance and control by management. The Board identifies, evaluates and approves measures to address
financial risks.
The Group holds the following financial instruments:
Financial Assets:
Cash and cash equivalents
Trade and other receivables
Financial Liabilities:
Financial liabilities at amortised cost:
- Trade and other payables
- Convertible notes and loans
Financial risk management policies
2020
$
2019
$
261,426
124,891
386,317
82,379
42,671
125,050
488,789
787,441
1,276,230
445,070
761,500
1,206,570
The Board of Directors has overall responsibility for the establishment of the Group’s financial risk
management framework. Risk management policies and systems are reviewed regularly to reflect changes in
market conditions and the Group’s activities. Mitigation strategies for specific risks faced are described below.
2020 Annual Financial Report
51
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
20.
FINANCIAL RISK MANAGEMENT (continued)
Specific financial risk exposures and management
Peppermint Innovation Limited
The main risk the Group is exposed to through its financial instruments are interest rate risk, credit risk,
liquidity and foreign currency risk.
Interest rate risk
The Group is not exposed to any material interest rate risk.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial
loss to the Group.
Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and
financial institutions, as well as credit exposure to wholesale and retail customers, including outstanding
receivables and committed transactions.
The Group does not have any material credit risk exposure to any single receivable under financial instruments
entered into by the Group.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal
repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial
obligations as and when they fall due.
The Group manages its liquidity needs by carefully monitoring scheduled debt servicing payments for
liabilities as well as cash outflows for day-to-day operations.
The Group’s liabilities have contractual maturities which are summarised below:
Within 1 year
2020
$
2019
$
1 to 5 years
2020
$
2019
$
Total
2020
$
2019
$
Trade and other payables
Convertible notes and loans
Total
488,789
445,070
- 761,500
488,789 1,206,570
-
787,441
787,441
488,789
445,070
-
-
787,441 761,500
- 1,276,230 1,206,570
Foreign currency risk
The Group earns revenues and incurs expenses in Philippines Pesos (PHP). As such, the Group is subject to
foreign exchange risk arising from fluctuations between the PHP and AUD.
At 30 June 2020, the Group had the following exposure to PHP foreign currency expressed in A$ equivalents,
which are not designated as cash flow hedges:
2020 Annual Financial Report
52
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
20.
FINANCIAL RISK MANAGEMENT (continued)
Financial Assets
Cash and cash equivalents
Trade and other receivables
Inventory
Financial Liabilities:
Trade and other payables
Capital Risk Management
Peppermint Innovation Limited
2020
$
2019
$
37,331
104,626
51,611
193,568
59,952
76,488
6,747
143,187
110,260
110,260
81,352
81,352
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising
the return to shareholders. The capital structure of the Group consists of equity attributable to equity holders,
comprising issued capital and retained earnings as disclosed in Note 12.
The Board reviews the capital structure on a regular basis and considers the cost of capital and the risks
associated with each class of capital. The Group will balance its overall capital structure through new share
issues as well as the issue of debt, if the need arises.
Sensitivity analysis
The sensitivity effect of possible interest rate and foreign exchange rate movements have not been disclosed
as they are not material.
Fair value of financial instruments
The carrying amount of financial assets and financial liabilities recorded in the financial statements
approximates their respective net fair values, determined in accordance with the Company’s accounting
policies. All financial instruments for which fair value is recognised or disclosed are categorised within the
fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole,
is described as follows:
• Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities
• Level 2 Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
• Level 3 Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
2020 Annual Financial Report
53
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
20.
FINANCIAL RISK MANAGEMENT (continued)
Peppermint Innovation Limited
Recognised fair value measurements
The following table presents the Group’s liabilities measured at fair value at 30 June 2020 and 30 June 2019:
At 30 June 2020
Convertible notes
Total
At 30 June 2019
Convertible notes
Total
Level 1
$
-
-
Level 1
$
-
-
Level 2
$
787,441
787,441
Level 2
$
761,500
761,500
Level 3
$
-
-
Level 3
$
-
-
Total
$
787,441
787,441
Total
$
761,500
761,500
Fair value of other financial instruments not measured at fair value
The carrying amounts of trade receivables and payables are assumed to approximate their fair values due to
their short-term nature.
21.
EVENTS AFTER THE BALANCE SHEET DATE
Subsequent to reporting date:
• $405,000 was raised from the placement of 40.5 million shares at $0.01 per share with, subject to
shareholder approval, 40,500,000 free attaching unlisted options with a $0.01 exercise price on or before
31 March 2021;
• 40 million performance options with a maturity of 27 August 2020 (see Note 12(c)) expired unexercised;
• The Company agreed to issue 50,000,000 shares at $0.01 per share to raise $500,000 with 50,000,000 free
attaching unlisted options with a $0.01 exercise price on or before 31 December 2021, of which
15,000,000 are subject to shareholder approval, within 3 days of the Company releasing its 2020 Annual
Report; and
• The Company secured a commitment of $2 million for a placement of 200,000,000 shares at $0.01 per
share, subject to shareholder approval, with funds being released to the Company within 5 business days
of the Company’s securities being reinstated to trading on the Official List of the Australian Securities
Exchange Limited.
The impact of the Coronavirus (COVID-19) pandemic is ongoing and it is not practicable to estimate the
potential impact, positive or negative, after the reporting period. The situation is rapidly developing and is
dependent on measures imposed by the Australian Government and other countries, such as maintaining social
distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.
Apart from the item above, there has not arisen in the interval between the end of the financial year and the
date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the
Directors of the Group, to affect significantly the operations of the Group, the results of those operations, or
the state of affairs of the Group in future.
2020 Annual Financial Report
54
DIRECTORS’ DECLARATION
Peppermint Innovation Limited
In the directors' opinion:
•
•
•
•
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting
Standards, the Corporations Regulations 2001 and other mandatory professional reporting
requirements;
the attached financial statements and notes comply with International Financial Reporting Standards
as issued by the International Accounting Standards Board as described in Note 1 to the financial
statements;
the attached financial statements and notes give a true and fair view of the Group's financial position
as at 30 June 2020 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act
2001.
On behalf of the directors
Christopher Kain
Managing Director
26 November 2020
2020 Annual Financial Report
55
Level 32 Exchange Tower, 2 The Esplanade Perth WA 6000
GPO Box R1253 Perth WA 6844
RSM Australia Partners
T +61 (0) 8 9261 9100
F +61 (0) 8 9261 9111
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT
To the Members of PEPPERMINT INNOVATION LIMITED
Opinion
We have audited the financial report of Peppermint Innovation Limited (the Company) and its subsidiaries (“the
Group”), which comprises the statement of financial position as at 30 June 2020, the statement of profit or loss
and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year
then ended, and notes to the financial statements, including a summary of significant accounting policies, and the
directors' declaration.
In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i) giving a true and fair view of the Group's financial position as at 30 June 2020 and of its financial
performance for the year then ended; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the financial report, which indicates that the Group incurred a net loss of $1,691,500
and had net cash outflow from operating activities $1,660,232 during the year ended 30 June 2020 and, as of that
date, the Group's current liabilities exceeded its total current assets by $203,598 and had net liabilities of
$988,458. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate
that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter
How our audit addressed this matter
Accounting for Convertible Notes
Refer to Note 11 in the financial statements
The Group has convertible notes with a face value
of $1,673,358 and carrying value of $787,441. The
agreements include the option to convert the
the
principal
conversion notice.
into shares upon delivery of
Accounting for convertible notes is considered a
key audit matter due to the complexity of the
accounting treatment required under Australia
Accounting Standards.
Our audit procedures included, among others:
Reviewing the convertible note deed, to
evaluate its terms;
Evaluating the accounting treatment proposed
to determine whether it complies with Australian
Accounting Standards;
Recalculating the fair value of the instrument at
inception, and its subsequent measurement as
at balance date;
Evaluating the reasonableness of key inputs to
the valuation model; and
Assessing the appropriateness of the
disclosures in respect of the convertible notes.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group's annual report for the year ended 30 June 2020, but does not include the financial report and the
auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in within the directors' report for the year ended 30 June
2020.
In our opinion, the Remuneration Report of Peppermint Innovation Limited, for the year ended 30 June 2020,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 26 November 2020
JAMES KOMNINOS
Partner
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report
is as follows. The information is current as at 11 November 2020.
Peppermint Innovation Limited
(A)
DISTRIBUTION OF EQUITY SECURITIES
(i)
Ordinary share capital
1,083,504,463 fully paid ordinary shares are held by 1,079 individual shareholders
All issued ordinary shares carry one vote per share and carry the rights to dividends.
The number of security holders by size of holding are:
Fully paid
ordinary shares
22
47
48
487
475
1,079
382
1
–
1,001 –
1,000
5,000
5,001 –
10,000
10,001 –
100,001
100,000
and over
Holding less than a marketable parcel
(B)
SUBSTANTIAL SHAREHOLDERS
Ordinary shareholders
CHRISTOPHER KAIN
ANTHONY KAIN
EAGLE BRILLIANT HOLDINGS LTD
Number
Percentage
110,325,322
93,991,416
57,247,355
261,564,093
10.18
8.67
5.28
24.14
2020 Annual Financial Report
59
Peppermint Innovation Limited
ASX ADDITIONAL INFORMATION (continued)
(C)
TWENTY LARGEST SECURITY HOLDERS
Fully paid ordinary shares
Rank
Name
Units
% Units
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
16
18
19
19
OHKA PTY LTD
CICAK PTY LTD
EAGLE BRILLIANT HOLDINGS LTD
LEGAL TOOLBOX PTY LTD
MR ADRIAN STEPHEN PAUL + MRS NOELENE FAYE PAUL
CASADA HOLDINGS PTY LTD
SUNSHORE HOLDINGS PTY LTD
TIMRIKI PTY LTD
JUNEDAY PTY LTD
PHOTO RANGE AUSTRALIA PTY LTD
MR ADRIAN STEPHEN PAUL
TIMRIKI PTY LTD
BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD
MR ROBERT ANTHONY ANGLEY + MS SUSAN JANE ARTHUR
ALMARETTA PTY LTD
MR BRETT WILLIAM COMISKEY
ROGUE INVESTMENTS PTY LTD
MR MICHAEL RYAN
MR ROBERT ANTHONY ANGLEY + MS SUSAN JANE ARTHUR
MR ADRIAN STEPHEN PAUL + MRS NOELENE FAY PAUL
107,250,214
86,479,948
57,247,355
50,000,000
24,866,856
24,822,728
22,542,252
21,650,000
18,124,053
15,000,000
14,450,004
14,038,751
13,922,702
11,250,019
10,750,000
10,500,000
10,500,000
10,418,243
10,000,000
10,000,000
9.90
7.98
5.28
4.61
2.30
2.29
2.08
2.00
1.67
1.38
1.33
1.30
1.28
1.04
0.99
0.97
0.97
0.96
0.92
0.92
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total)
Total Remaining Holders Balance
543,813,125
539,691,338
50.19
49.81
(D) HOLDERS OF OVER 20% OF UNLISTED SECURITIES
UNLISTED OPTIONS EXPIRING 30/05/2021 @ $0.01
Rank Name
1
1
CAASON INVESTMENTS PTY LTD
CASADA HOLDINGS PTY LTD
Totals: Top 2 holders of UNLISTED OPTIONS EXPIRING 30/05/2021 @ $0.01
UNLISTED OPTIONS EXPIRING 21/05/2021 @ $0.014
Rank Name
1
1
CAASON INVESTMENTS PTY LTD
CASADA HOLDINGS PTY LTD
Totals: Top 2 holders of UNLISTED OPTIONS EXPIRING 21/05/2021 @ $0.014
Units
17,500,000
17,500,000
35,000,000
% Units
50.00
50.00
100.00
Units
15,000,000
15,000,000
30,000,000
% Units
50.00
50.00
100.00
(E)
CURRENT ON-MARKET BUYBACKS
The Company does not have a current on-market buyback of its shares.
2020 Annual Financial Report
60