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Cabot Oil & Gas CorporationResApp Health Limited
(formerly Narhex Life Sciences Limited)
ABN 51 094 468 318
ANNUAL REPORT
for the year ended 30 June 2015
ResApp Health Limited – Annual Report
ABN 51 094 468 318
CONTENTS TO FINANCIAL REPORT
Corporate Information ................................................................................................................................ 1
Directors’ report .......................................................................................................................................... 2
Corporate Governance Statement ............................................................................................................. 6
Remuneration report (audited) ................................................................................................................ 13
Auditor’s independence declaration ....................................................................................................... 19
Statement of profit or loss and other comprehensive income for the financial year
ended 30 June 2015 .................................................................................................................................. 20
Statement of financial position as at 30 June 2015 ............................................................................... 21
Statement of changes in equity for the financial year ended 30 June 2015 ........................................ 22
Statement of cash flows for the financial year ended 30 June 2015 .................................................... 23
Notes to the financial statements ............................................................................................................ 24
Directors’ declaration ............................................................................................................................... 37
Independent auditor’s report ................................................................................................................... 38
ASX Additional Information ..................................................................................................................... 40
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Corporate Information
This annual report is for ResApp Health Limited (formerly Narhex Life Sciences Limited) (the “Company”).
Unless otherwise stated, all amounts are presented in Australian Dollars.
A description of the Company’s operations and of its principal activities is included in the review of operations
and activities in the directors’ report on pages 4 to 5. The directors’ report is not part of the financial statements.
Directors
Mr Cyril D’Silva (Director) (appointed on 16 May 2013 and resigned 21 January 2015)
Mr Adam Sierakowski (Director) (appointed as Alternate Director on 16 May 2013, resigned as Alternate
Director on 20 December 2013 and appointed on 20 December 2013)
Dr Robert Ramsay (Director) (appointed 20 December 2013, resigned on 2 July 2015)
Mr Chris Ntoumenopoulos (appointed 21 January 2015)
Dr Tony Keating (appointed 2 July 2015)
Dr Roger Aston (appointed 2 July 2015)
Company Secretary
Ms. Nicki Farley (appointed 7 November 2012)
Registered and Principal Office
Level 24, 44 St Georges Tce,
PERTH WA 6000
Auditors
Somes Cooke
Level 2, 35 Outram St
PERTH WA 6005
Share Registry & Register
Link Market Services Ltd
Solicitors
Price Sierakowski Corporate
Ground Floor, 178 St Georges Tce
Level 24, 44 St Georges Tce
PERTH WA 6000
PERTH WA 6000
Bankers
National Australia Bank
100 St Georges Tce
PERTH WA 6000
Contact Information
Ph: 08 6211 5099
Fax: 08 9218 8875
Stock Exchange Listing
ResApp Health Limited Limited
(formerly Narhex Life Sciences) is listed on
the Australian Securities Exchange.
ASX Code: RAP (formerly NLS)
Web Site
www.resapphealth.com.au
1
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Directors’ report
The directors of ResApp Health Limited (formerly Narhex Life Sciences Limited) (the “Company”) submit
herewith the annual financial statements of the Company for the financial year ended 30 June 2015. These
financial statements cover the period from 1 July 2014 to 30 June 2015. In order to comply with the provision
of the Corporations Act 2001, the directors’ report is as follows:
The names and particulars of the directors of the company during or since the end of the financial year are:
Name
Mr Cyril D’Silva
(appointed on 16
May 2013 and
resigned 21 January
2015 )
Dr. Robert Ramsay
(appointed 20
December 2013,
resigned on 2 July
2015)
Mr Adam
Sierakowski
(appointed as non-
executive director on
20 December 2013)
(appointed as
Chairman on 21
January 2015,
resigned as
Chairman on 2 July
2015.)
Mr Chris
Ntoumenopoulos
(appointed 21
January 2015)
Particulars
Director
Cyril D’Silva is a Singapore-born entrepreneur, with extensive working experience
and a network of business contacts in the South East Asia region. He is currently the
Executive Chairman of Golden Saint Resources Ltd (BVI) which was listed on 19th
July on AIM. Cyril is also the Executive Chairman of Golden Saint Australia Limited
and a director for both Golden Saint Liberia Ltd (in Liberia) and Golden Saint
Resources Africa (in Sierra Leone). Through Golden Saint Capital Pte Ltd (Singapore)
Cyril has raised funds for the initial mining ventures in Sierra Leone and Liberia. Cyril
is currently based in Perth, Western Australia.
Director
Dr Ramsay is a geologist with over 30 years experience working with Rio Tinto,
Striker Resources, BHP Billiton, and several junior explorers. During 20 years with
Rio Tinto and Striker Resources, Dr Ramsay specialized in diamond exploration and
the assessment of diamond-pipe prospectivity using indicator-mineral geochemistry.
Most recently Dr Ramsay was the Senior Project Geologist with Speewah Metals Ltd
where he was responsible for the planning and implementation of drilling programmes
from discovery through to a JORC compliant resources of 4.7Billion tonnes on the V-
Ti – magnetite along with mapping and drilling of an epithermal, vein style deposit of
fluorite adjacent to the V-Ti -magnetite deposit leading to the expansion of a JORC
compliant resource of 6.7Mt. Dr. Ramsay is also a Director of ASX listed Coziron
Resources Limited (ASX: CZR).
Non-Executive Director
Adam Sierakowski is a lawyer and founding director of the legal firm Price
Sierakowski. He has over 20 years’ experience in legal practice, much of which he has
spent as a corporate lawyer consulting and advising on a range of transactions to a
variety of large private and listed public entities. He is the co-founder and director of
Perth based corporate advisory business, Trident Capital, where he has for years
advised a variety of large private and public companies on structuring their
transactions and coordinating fundraising both domestically and overseas.
Mr Sierakowski has held a number of board positions with ASX listed companies and
is currently a member of the Australian Institute of Company Directors and the
Association of Mining and Exploration Companies.
Non-Executive Director
Mr Ntoumenopoulos is a partner at CPS Capital, a WA based Stockbroking and
Corporate Advisory firm. He has worked in financial markets for the past 12 years,
focusing on Capital Raisings, Portfolio Management and Corporate Advisory. Mr
Ntoumenopoulos has advised and funded numerous ASX companies from early stage
venture capital, through to IPO. He is an executive director of various private
companies which span across finance, technology and medical sectors.
Mr Ntoumenopoulos has a Bachelor of Commerce degree from the University of WA,
majoring in Money and Banking, Investment Finance and Electronic Commerce.
2
Dr Tony Keating
(appointed 2 July
2015)
Dr Roger Aston
(appointed 2 July
2015)
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Managing Director and Chief Executive Officer
Dr Tony Keating has over 9 years’ experience in commercialising technology. Dr
Keating created the initial business strategy for ResApp and has led the
commercialization of ResApp’s technology to date. Previously, Dr Keating was
Director, Commercial Engagement at UniQuest Pty Ltd, one of the global leaders in
commercialisation of university technology. While at UniQuest, Dr Keating held roles
as interim Chief Executive Officer and Non-Executive Director for a number of
privately-held, venture-capital funded start-up companies. Prior to joining UniQuest
Dr Keating held business development and engineering management roles at Exa
Corporation, a US-based software company that is now listed on the NASDAQ.
Dr Keating holds a Bachelor of Engineering, a Master of Engineering Science and a
Doctor of Philosophy (Mechanical Engineering) from The University of Queensland.
Dr Keating also has an Executive Certificate of Management and Leadership from the
MIT Sloan School of Management, and is a Graduate Member of the Australian
Institute of Company Directors.
Non-Executive Chairman
Dr Roger Aston, BSc (Hons) PhD is currently the Executive Chairman of OncoSil
Medical. He has had extensive experience on boards of many pharmaceutical
companies, and has been Chief Executive Officer of Pitney Pharmaceuticals Ltd,
PSIMedica, pSiOncology Pte Ltd, Peptech and Cambridge Antibody Technology.
In 2001, Dr Aston co-founded pSivida Limited. He served as the Chief Executive
Officer of Mayne Pharma Group Limited until 15 February 2012. During his career,
Dr Aston has been closely involved in start-up companies and major pharmaceutical
companies. Aspects of his experience include FDA and EU product registration,
clinical trials, global licensing agreements, fundraising through private placements,
and a network of contacts within the pharmaceutical, banking and stock broking
sectors.
Dr Aston is both a scientist and a seasoned biotechnology entrepreneur, with a
successful track record in both fields. He currently has several executive and non-
executive board positions with prominent biotechnology companies.
Directorships of other listed companies
Directorships of other listed companies held by directors in the 3 years immediately before the end of the
financial year are as follows:
Name
Adam Sierakowski
Robert Ramsay
Roger Aston
Chris
Ntoumenopoulos
Company
Flexiroam Limited
Coziron Resources Limited
iWebGate Limited
Kinetiko Energy Limited
Coziron Resources Limited
Immuron Limited
Regeneus Ltd
PharmAust Limited
Oncosil Medical Limited
IDT Australia Limited
Polynovo Limited
Nil
Period of directorship
18 March 2015 - current
21 October 2010 – current
23 July 2012 – current
8 December 2010 – current
20 December 2012 - current
25 May 2012 – current
21 September 2012 – current
20 August 2013 – current
28 March 2013 – current
20 March 2012 – 20 November 2013
15 November 2013 – 10 September 2014
Nil
Tony Keating
Nil
Nil
3
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Company secretary
Name
Ms Nicki Farley
(appointed 7
November 2012)
Particulars
Ms Farley has over 10 years’ experience working within the legal and corporate
advisory area providing advice in relation to capital raisings, corporate and securities
laws, mergers and acquisitions and general commercial transactions. Ms Farley has
also held a number of company secretarial roles for ASX listed companies. Ms Farley
holds a Bachelor of Laws and Arts from the University of Western Australia.
Principal activities
During the year, the Company proceeded with its acquisition of ResApp Diagnostics Pty Ltd (“ResApp”), having
signed a Share Sale Agreement to acquire 100% of the rights and title to ResApp.
Operating results and financial position
The net loss for the year ended 30 June 2015 was $489,321 compared with a net loss of $578,388 for the
previous year. The Company had a net asset position as at 30 June 2015 of $484,941 (2014: $121,412). The
loss for the current year is attributable to increased legal services performed in relation to the acquisition of
ResApp Diagnostics Pty Ltd. The prior year loss is attributable to due diligence expenses of the Company’s
previous proposed acquisition of a Guinea and Liberian project.
Review of operations
Acquisition of ResApp Diagnostics Pty Ltd
On 2 October 2014 the Company announced it had entered into a binding Heads of Agreement (“HOA”) to
acquire 100% of the issued capital of ResApp. ResApp through the exclusive licence it has been granted by the
University of Queensland (“UQ”) is developing mobile medical applications for the diagnosis and management
of respiratory disease. The technology is based on a machine learning algorithm that uses sound alone to
diagnose and measure the severity of a respiratory condition. The algorithm has been tested for pneumonia and
asthma diagnosis in a clinical proof of concept study of 91 patients by UQ through funding from the Bill and
Melinda Gates Foundation.
On 17 December 2014, the Company announced it would raise $900,000 under a placement by issuing 180
million shares at $0.005. Sophisticated investors who participate in the placement were also issued one free
attaching option (exercisable at $0.01 and have an expiry date of 31 December 2016) for every 2 shares
subscribed for. The Placement was completed in 2 tranches, with funds raised used for working capital and the
costs associated with re-compliance with Chapters 1 & 2 of the ASX Listing Rules.
On 22 January 2015, the Company announced that Mr Chris Ntoumenopoulos had been appointed as a non-
executive director of the Company replacing Mr Cyril D’Silva. Mr Adam Sierakowski, an existing non-
executive director was also appointed as Chairman of the Company.
On 20 February 2015 the Company, ResApp, UniQuest Pty Ltd (“UniQuest”) and the ResApp Vendors entered
into the Share Sale Agreement. Subject to various conditions, the Company agreed to purchase 100% of the
ordinary shares in ResApp, and the ResApp Vendors and UniQuest agreed to sell all of their ordinary shares in
ResApp to the Company.
On 8 May 2015 the Company issued a Prospectus offering up to 200,000,000 Shares to the public at $0.02 to
raise up to $4 million before costs. A Replacement Prospectus was subsequently lodged on 26 May 2015.
On 27 May 2015 at a General Meeting of the Company, Shareholders approved the following resolutions:
•
•
•
•
Capital Consolidation: The Company consolidating its issued capital on a 3 for 8 basis, which was
subsequently completed on 3 June 2015.
Change in nature and scale: The Company changing the nature and scale of its activities as a
result of the acquisition of ResApp.
Approval of Performance Shares: The Company approving the Performance Shares.
Issue of Shares and Performance Shares to the ResApp Vendors and UniQuest: The Company
issuing the 250,000,000 Consideration Shares (on a pre-Consolidation basis) and the 250,000,000
Performance Shares (on a pre-Consolidation basis) to the ResApp Vendors and UniQuest in
consideration of acquiring 100% of the securities in ResApp.
4
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Review of operations (continued)
•
•
•
•
•
•
•
•
•
Public Offer: The Company offering up to 200,000,000 Shares to the public under this Prospectus
to raise up to $4,000,000 before costs.
Issue of Facilitation Shares to Related Parties: The Company issuing 25,000,000 Facilitation
Shares (on a pre-Consolidation basis) to Trident Capital Pty Ltd and 5,625,000 Facilitation Shares
(on a pre-Consolidation basis) to SOBOL Capital Pty Ltd under the Prospectus.
Facilitation Shares to Non-Related Parties: The Company issuing 16,666,667 Facilitation Shares
(on a pre-Consolidation basis) to Seamist Enterprises Pty Ltd and 2,708,333 Facilitation Shares
(on a pre-Consolidation basis) to CPS Capital Group Pty Ltd.
Ratification of Placement Shares and Placement Options issued to Sophisticated Investors: the
Company ratifying the previous issues to sophisticated investors of 10,000,000 Placement Shares
(on a pre-Consolidation basis) on 19 December 2014 and 60,000,000 Placement Shares (on a pre-
Consolidation basis) on 24 March 2015.
Issue of Placement Options to Sophisticated Investors: the Company issuing 30,000,000
Placement Options to sophisticated investors.
Issue of Placement Shares and Placement Options to Trident Capital Pty Ltd: the Company issuing
10,000,000 Placement Shares and 5,000,000 Placement Options to Trident Capital (both on a pre-
Consolidation basis).
Change of name: The Company changing its name from “Narhex Life Sciences Limited” to
“ResApp Health Limited”.
Appointment of Dr Tony Keating as Director.
Approval of Issue of Incentive Options to Dr Tony Keating: the Company issuing 20,000,000
Incentive Options to Dr Tony Keating.
On 12 June 2015 the Company announced that its Capital Raising had closed oversubscribed, with funds
totalling $4 million having been raised under the Company’s Replacement Prospectus dated 26 May 2015.
Subsequent Events
On 2 July 2015, the Company announced that the Share Sale Agreement dated 20 February 2015 between the
Company, ResApp, the Shareholders of ResApp and UniQuest had completed with the Company acquiring
100% of ResApp.
In accordance with the Company’s Replacement Prospectus dated 26 May 2015 and as approved by
Shareholders at the General Meeting held on 27 May 2015, the following securities were issued (on a post
consolidation basis):
Public Offer – 200,000,000 Shares at $0.02 per Share having raised $4 million;
(a)
(b) Vendor Offer – 93,750,000 Shares and 93,750,000 Performance Shares issued in consideration for
the acquisition of ResApp;
Facilitation Offer – 18,749,999 Shares to the Facilitators for services provided; and
Incentive Options – 20 million Incentive Options.
(c)
(d)
Following completion of the acquisition, Dr Tony Keating was appointed to the Board of the Company in the
position of Managing Director and Chief Executive Officer. Dr Roger Aston has also been appointed as a non-
executive director, replacing Dr Rob Ramsay. Dr Roger Ashton was subsequently appointed as Chairman of the
Company, replacing Mr Adam Sierakowski who remains on the Board as a non-executive director.
In addition, the Company changed its name from Narhex Life Sciences Limited to ResApp Health Limited and
was reinstated to official quotation on the ASX on 14 July 2015 under the new ASX Code “RAP”.
Future developments
The Company will continue the development and commericalisation of the ResApp technology for the purpose
of providing health care solutions to assist doctors and consumers diagnose respiratory disease.
Environmental regulation
The company’s operations are not subject to significant environmental regulations under the law of the
Commonwealth or of a State, or Territory.
5
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Dividends
No dividend has been proposed or paid.
Indemnification of officers and auditors
The company has not otherwise, during or since the financial year, except to the extent permitted by law,
indemnified or agreed to indemnify an officer or auditor of the company or of any related body corporate against
a liability incurred as such an officer or auditor.
Directors’ meetings
The following table sets out the number of directors’ meetings (including meetings of committees of directors)
held during the financial year and the number of meetings attended by each director (while they were a director
or committee member).
Board of directors
Held
Attended
Directors
Mr Cyril D’Silva1
Dr Robert Ramsay2
Mr Adam Sierakowski
Mr Chris
Ntoumenopoulos3
1 Cyril resigned on 21 January 2015
2 Robert resigned on 2 July 2015
3 Chris was appointed on 21 January 2015
-
-
1
1
-
-
1
1
The Board of Directors also approved thirteen (13) circular resolution during the year ended 30 June 2015 which
was signed by all Directors of the Company. The audit, compliance and corporate governance committee did not
hold any meetings during the financial year.
Corporate Governance Statement
The Board is responsible for establishing the Company’s corporate governance framework, the key features of
which are set out below. In establishing its corporate governance framework, the Board has referred to the 3rd
edition of the ASX Corporate Governance Councils’ Corporate Governance Principles and Recommendations.
In accordance with ASX Listing Rule 1.1 Condition 13, the corporate governance statement discloses the extent
to which the Company follows the recommendations. The Company will follow each recommendation where the
Board has considered the recommendation to be an appropriate benchmark for its corporate governance
practices. Where the Company’s corporate governance practices will follow a recommendation, the Board has
made appropriate statements reporting on the adoption of the recommendation. In compliance with the “if not,
why not” reporting regime, where, after due consideration, the Company’s corporate governance practices will
not follow a recommendation, the Board has explained its reasons for not following the recommendation and
disclosed what, if any, alternative practices the Company will adopt instead of those in the recommendation.
following governance-related documents
The
www.resapphealth.com.au, under the section marked “Corporate Governance”:
found on
can be
Board Charter;
(a)
Board Performance Evaluation Policy;
(b)
(c)
Code of Conduct;
(d) Audit Committee Charter;
(e)
(f)
(g)
(h)
(i)
(j)
(k) Diversity Policy.
Remuneration and Nomination Committee Charter;
Security Trading Policy;
Continuous Disclosure Policy;
Shareholder Communication and Investor Relations Policy;
Risk Committee Charter;
Risk Management Policy; and
the Company’s website
at
6
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
The Company has established the respective roles and responsibilities of its Board and management, and those
matters expressly reserved to the Board and those delegated to management, and has documented this in its
Board Charter.
Recommendation 1.1(continued)
The responsibilities of the Board include but are not limited to:
setting and reviewing strategic direction and planning;
reviewing financial and operational performance;
identifying principal risks and reviewing risk management strategies; and
considering and reviewing significant capital investments and material transactions.
(a)
(b)
(c)
(d)
In exercising its responsibilities, the Board recognises that there are many stakeholders in the operations of the
Company, including employees, shareholders, co-ventures, the government and the community.
The Board has delegated responsibility for the business operations of the Company to the Chief Executive
Officer and the management team. The management team, led by the Chief Executive Officer is accountable to
the Board.
Recommendation 1.2
The Company undertakes appropriate checks before appointing a person, or putting forward to shareholders a
candidate for election as a director and provides shareholders with all material information in its possession
relevant to a decision on whether or not to elect a director.
The checks which are undertaken, and the information provided to shareholders, are set out in the Company’s
Remuneration and Nomination Committee Charter.
Recommendation 1.3
The Company has a written agreement with each of the Directors and the Incoming Directors and senior
executives setting out the terms of their appointment. The material terms of any employment, service or
consultancy agreement the Company, or any of its child entities, has entered into with its Chief Executive
Officer, any of its directors, and any other person or entity who is a related party of the Chief Executive Officer
or any of its directors will be disclosed in accordance with ASX Listing Rule 3.16.4 (taking into consideration
the exclusions from disclosure outlined in that rule).
Recommendation 1.4
The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the
proper functioning of the Board. The Company Secretary is responsible for the application of best practice in
corporate governance and also supports the effectiveness of the Board by:
ensuring a good flow of information between the Board, its committees, and Directors;
(a)
(b) monitoring policies and procedures of the Board;
(c)
(d)
advising the Board through the Chairman of corporate governance policies; and
conducting and reporting matters of the Board, including the despatch of Board agendas, briefing
papers and minutes.
Recommendation 1.5
The Company has a Diversity Policy, the purpose of which is:
(a)
(b)
to outline the Company’s commitment to creating a corporate culture that embraces diversity and, in
particular, focuses on the composition of its Board and senior management; and
to provide a process for the Board to determine measurable objectives and procedures which the
Company will implement and report against to achieve its diversity goals.
The Board intends to set measurable objectives for achieving diversity, specifically including gender diversity
and will review and report on the effectiveness and relevance of these measurable objectives. However, due to
the current size of the Board and management, these measurable objectives have not yet been set.
7
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Recommendation 1.6
The Chief Executive Officer will be responsible for evaluating the performance of the Company’s senior
executives in accordance with the process disclosed in the Company’s Process for Performance Evaluations,
which is currently being developed by the Board, following the Company’s reinstatement to the ASX.
The Chair will be responsible for evaluating the performance of the Company’s Chief Executive Officer in
accordance with the process disclosed in the Company’s Process for Performance Evaluations, which is currently
being developed by the Board.
Recommendation 1.7
The Chair will be responsible for evaluating the performance of the Board, Board committees and individual
directors in accordance with the process disclosed in the Company’s Board performance evaluation policy.
This policy is to ensure:
(a)
(b)
(c)
individual Directors and the Board as a whole work efficiently and effectively in achieving their
functions;
the executive Directors and key executives execute the Company’s strategy through the efficient and
effective implementation of the business objectives; and
committees to which the Board has delegated responsibilities are performing efficiently and
effectively in accordance with the duties and responsibilities set out in the board charter.
This policy will be reviewed annually. During the reporting period, an evaluation of the Board, its committees
and individual directors has taken place in accordance with the Company’s policy.
Principle 2: Structure the board to add value
Recommendation 2.1
Due to the size of the Board, the Company does not have a separate nomination committee. The roles and
responsibilities of a nomination committee are currently undertaken by the Board.
The duties of the full Board in its capacity as a nomination committee are set out in the Company’s
Remuneration and Nomination Committee Charter which is available on the Company’s website.
When the Board meets as a remuneration and nomination committee is carries out those functions which are
delegated to it in the Company’s Remuneration and Nomination Committee Charter. Items that are usually
required to be discussed by a Remuneration and Nomination Committee are marked as separate agenda items at
Board meetings when required.
The Board has adopted a Remuneration and Nomination Committee Charter which describes the role,
composition, functions and responsibilities of a Nomination Committee and is disclosed on the Company’s
website.
Recommendation 2.2
The mix of skills and diversity which the Board is looking to achieve in its composition is:
(a)
(b)
a broad range of business experience; and
technical expertise and skills required to discharge duties.
Recommendation 2.3
The Board considers the independence of directors having regard to the relationships listed in Box 2.3 of the
Principles and Recommendations.
Currently the Board is structured as follows:
Dr Roger Aston (Chairman);
(a)
(b) Dr Anthony Keating (Managing Director and CEO);
(c) Mr Adam Sierakowski (Non-executive Director); and
(d) Mr Chris Ntoumenopoulos (Non-executive Director).
8
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Recommendation 2.3(continued)
Dr Keating and Dr Aston were appointed to the Board on 2 July 2015. Dr Keating is an executive director of the
Company and is therefore a non-independent director. Dr Aston is an independent, non-executive Chairman of
the Board. Mr Sierakowski has been a director of the Company since 20 December 2013. He is a director and
shareholder of Trident, a provider of material professional services, and accordingly, is also not independent.
Mr Ntoumenopoulos is an independent director who was appointed to the Board on 21 January 2015.
Recommendation 2.4
Currently, the Board considers that membership weighted towards technical expertise is appropriate at this stage
of the Company’s operations. Accordingly, the Board does not have a majority of independent directors.
Recommendation 2.5
Dr Aston is an independent Chairman of the Board.
Recommendation 2.6
It is a policy of the Company, that new Directors undergo an induction process in which they are given a full
briefing on the Company. Where possible this includes meetings with key executives, tours of the premises, an
induction package and presentations. In order to achieve continuing improvement in Board performance, all
Directors are encouraged to undergo continual professional development. Specifically, Directors are provided
with the resources and training to address skills gaps where they are identified.
Principle 3: Act ethically and responsibly
Recommendation 3.1
The Company is committed to promoting good corporate conduct grounded by strong ethics and responsibility.
The Company has established a Code of Conduct (Code), which addresses matters relevant to the Company’s
legal and ethical obligations to its stakeholders. It may be amended from time to time by the Board, and is
disclosed on the Company’s website.
The Code applies to all Directors, employees, contractors and officers of the Company. The Code will be
formally reviewed by the Board each year.
Principle 4: Safeguard integrity in corporate reporting
Recommendation 4.1
Due to the size of the Board, the Company does not have a separate Audit Committee. The roles and
responsibilities of an audit committee are undertaken by the Board. The full Board in its capacity as the audit
committee is responsible for reviewing the integrity of the Company’s financial reporting and overseeing the
independence of the external auditors. The duties of the full Board in its capacity as the audit committee are set
out in the Company’s Audit Committee Charter which is available on the Company’s website.
When the Board meets as an audit committee is carries out those functions which are delegated to it in the
Company’s Audit Committee Charter. Items that are usually required to be discussed by an Audit Committee
are marked as separate agenda items at Board meetings when required.
The Board is responsible for the initial appointment of the external auditor and the appointment of a new
external auditor when any vacancy arises. Candidates for the position of external auditor must demonstrate
complete independence from the Company through the engagement period. The Board may otherwise select an
external auditor based on criteria relevant to the Company's business and circumstances. The performance of the
external auditor is reviewed on an annual basis by the Board.
The Board has adopted an Audit Committee Charter which describes the role, composition, functions and
responsibilities of the Audit Committee and is disclosed on the Company’s website.
Recommendation 4.2
Before the Board approves the Company financial statements for each financial period it will receive from the
Chief Executive Officer and the Chief Financial Officer or equivalent a declaration that, in their opinion, the
financial records of the Company for the relevant financial period have been properly maintained and that the
financial statements for the relevant financial period comply with the appropriate accounting standards and give
a true and fair view of the financial position and performance of the Company and the consolidated entity and
that the opinion has been formed on the basis of a sound system of risk management and internal control which
is operating effectively.
9
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Recommendation 4.3
Under section 250RA of the Corporations Act, the Company’s auditor is required to attend the Company’s
annual general meeting at which the audit report is considered, and does not arrange to be represented by a
person who is a suitably qualified member of the audit team that conducted the audit and is in a position to
answer questions about the audit. Each year, the Company will write to the Company’s auditor to inform them
of the date of the Company’s annual general meeting. In accordance with section 250S of the Corporations Act,
at the Company’s annual general meeting where the Company’s auditor or their representative is at the meeting,
the Chair will allow a reasonable opportunity for the members as a whole at the meeting to ask the auditor (or its
representative) questions relevant to the conduct of the audit; the preparation and content of the auditor’s report;
the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
the independence of the auditor in relation to the conduct of the audit. The Chair will also allow a reasonable
opportunity for the auditor (or their representative) to answer written questions submitted to the auditor under
section 250PA of the Corporations Act.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
The Company is committed to:
(a)
(b)
(c)
ensuring that shareholders and the market are provided with full and timely information about its
activities;
complying with the continuous disclosure obligations contained in the Listing Rules and the
applicable sections of the Corporations Act; and
providing equal opportunity for all stakeholders to receive externally available information issued by
the Company in a timely manner.
The Company has adopted a Disclosure Policy, which is disclosed on the Company’s website. The Disclosure
Policy sets out policies and procedures for the Company’s compliance with its continuous disclosure obligations
under the ASX Listing Rules, and addresses financial markets communication, media contact and continuous
disclosure issues. It forms part of the Company’s corporate policies and procedures and is available to all staff.
The Company Secretary manages the policy. The policy will develop over time as best practice and regulations
change and the Company Secretary will be responsible for communicating any amendments. This policy will be
reviewed by the Board annually.
Principle 6: Respect the rights of security holders
Recommendation 6.1
The Company provides information about itself and its governance to investors via its website at
www.resapphealth.com.au. The Company is committed to maintaining a Company website with general
information about the Company and its operations and information specifically targeted at keeping the
Company’s shareholders informed about the Company. In particular, where appropriate, after confirmation of
receipt by ASX, the following will be posted to the Company website:
relevant announcements made to the market via ASX;
(a)
(b) media releases;
(c)
(d)
(e)
(f)
investment updates;
Company presentations and media briefings;
copies of press releases and announcements for the preceding three years; and
copies of annual and half yearly reports including financial statements for the preceding three years.
Recommendation 6.2
The Company has a Shareholder Communication and Investor Relations Policy which aims to ensure that
Shareholders are informed of all major developments of the Company. The policy is disclosed on the
Company’s website.
Information is communicated to Shareholders via:
reports to Shareholders;
(a)
(b) ASX announcements;
(c)
(d)
annual general meetings; and
the Company website.
10
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Recommendation 6.2 (continued)
This Shareholder Communication and Investor Relations policy will be formally reviewed by the Board each
year. While the Company aims to provide sufficient information to Shareholders about the Company and its
activities, it understands that Shareholders may have specific questions and require additional information. To
ensure that Shareholders can obtain all relevant information to assist them in exercising their rights as
Shareholders, the Company has made available a telephone number and relevant contact details (via the website)
for Shareholders to make their enquiries.
Recommendation 6.3
The Board encourages full participation of Shareholders at meetings to ensure a high level of accountability and
identification with the Company’s strategies and goals. However, due to the size and nature of the Company, the
Board does not consider a policy outlining the policies and processes that it has in place to facilitate and
encourage participating at meetings of shareholders to be appropriate at this stage.
Recommendation 6.4
Shareholders are given the option to receive communications from, and send communication to, the Company
and its share registry electronically. To ensure that shareholders can obtain all relevant information to assist
them in exercising their rights as shareholders, the Company has made available a telephone number and
relevant contact details (via the website) for shareholders to make their enquiries.
Principle 7: Recognise and manage risk
Recommendation 7.1
Due to the size of the Board, the Company does not have a separate Risk Committee. The Board is responsible
for the oversight of the Company’s risk management and control framework.
When the Board meets as a risk committee is carries out those functions which are delegated to it in the
Company’s Risk Committee Charter. Items that are usually required to be discussed by a Risk Committee are
marked as separate agenda items at Board meetings when required.
The Board has adopted a Risk Committee Charter which describes the role, composition, functions and
responsibilities of the Risk Committee and is disclosed on the Company’s website.
The Board has adopted a Risk Management Policy, which is disclosed on the Company’s website. Under the
policy, responsibility and control of risk management is delegated to the appropriate level of management within
the Company with the Chief Executive Officer having ultimate responsibility to the Board for the risk
management and control framework.
The risk management system covers:
operational risk;
financial reporting;
compliance / regulations; and
system / IT process risk.
(a)
(b)
(c)
(d)
A risk management model is to be developed and will provide a framework for systematically understanding and
identifying the types of business risks threatening the Company as a whole, or specific business activities within
the Company.
Recommendation 7.2
The Board will review the Company’s risk management framework annually to satisfy itself that it continues to
be sound, to determine whether there have been any changes in the material business risks the Company faces
and to ensure that the Company is operating within the risk appetite set by the Board.
Arrangements put in place by the Board to monitor risk management include, but are not limited to:
(a) monthly reporting to the Board in respect of operations and the financial position of the Company;
and
quarterly rolling forecasts prepared;
(b)
11
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Recommendation 7.3
The Company does not have, and does not intend to establish, an internal audit function. To evaluate and
continually improve the effectiveness of the Company’s risk management and internal control processes, the
Board relies on ongoing reporting and discussion of the management of material business risks as outlined in the
Company’s Risk Management Policy.
Recommendation 7.4
Given the speculative nature of the Company’s business, it is subject to general risks and certain specific risks as
outlined in the Company’s Prospectus.
The Company has identified those economic, environmental and/or social sustainability risks to which it has a
material exposure, and disclosed how it intends to manage those risks.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
Due to the size of the Board, the Company does not have a separate remuneration committee. The roles and
responsibilities of a remuneration committee are currently undertaken by the Board.
The duties of the full board in its capacity as a remuneration committee are set out in the Company’s
Remuneration and Nomination Committee Charter which is available on the Company’s website.
When the Board meets as a remuneration committee is carries out those functions which are delegated to it in the
Company’s Remuneration and Nomination Committee Charter. Items that are usually required to be discussed
by a Remuneration Committee are marked as separate agenda items at Board meetings when required.
The Board has adopted a Remuneration and Nomination Committee Charter which describes the role,
composition, functions and responsibilities of the Remuneration Committee and is disclosed on the Company’s
website.
Recommendation 8.2
Details of the Company’s policies on remuneration will be set out in the Company’s ”Remuneration Report” in
each Annual Report published by the Company. This disclosure will include a summary of the Company’s
policies regarding the deferral of performance-based remuneration and the reduction, cancellation or claw-back
of the performance-based remuneration in the event of serious misconduct or a material misstatement in the
Company’s financial statements.
Recommendation 8.3
The Company does not currently have an equity-based remuneration scheme.
Security Trading Policy
In accordance with ASX Listing Rule 12.9, the Company has adopted a trading policy which sets out the
following information:
(a)
(b)
(c)
closed periods in which directors, employees and contractors of the Company must not deal in the
Company’s securities;
trading in the Company’s securities which is not subject to the Company’s trading policy; and
the procedures for obtaining written clearance for trading in exceptional circumstances.
The Company’s Security Trading Policy is available on the Company’s website.
12
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Remuneration report (audited)
Non- executive Director Remuneration
The board policy is to remunerate non-executive directors at a level which provides the company with the ability
to attract and retain directors with the experience and qualification appropriate to the development strategy of the
company’s Intellectual Property.
The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by
shareholders at the Annual General Meeting. This was set at $200,000 per annum by shareholders on 18
November 2005. Directors’ fees are reviewed annually. For the year ended 30 June 2015, Chairman and non-
executive director fees were $75,000 and $48,000 per annum respectively.
Non-executive directors’ fees are not linked to the performance of the company. However to align directors
interests with shareholder interests, the directors are encouraged to hold shares in the company. During the year
to 30 June 2015, the Company did not engage in any remuneration consultants.
Executive Directors’ Remuneration
The board policy is to remunerate executive directors at a level that provides the company with the ability to
attract and retain executives with the experience and qualification appropriate to the development strategy of the
company’s Intellectual Property.
Relationship between the remuneration policy and company performance
Aside from the matters described above, no Director held or holds any contract for performance-based
remuneration with the Company.
Director and executive remuneration
The directors incurred the following amounts as compensation for their services as directors and executives of
the company during the year.
Short-term employee benefits
Post
employment
benefits
Bonus
$
Other
$
Superannuation
$
Share-
based
payment
Options
& rights
$
Total
$
%
Consistin
g of
share-
based
payments
$
2015
Directors
Mr Cyril D’Silva5
Mr Adam
Sierakowski6
Dr Robert
Ramsay 7
Mr Chris
Ntoumenopoulos1
Total
1
Salary &
fees
$
-
48,000
48,000
21,290
117,290
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
48,000
48,000
21,290
-
117,290
Chris was appointed on 21 January 2015 and his director fees were paid to Sobol Capital Pty Ltd.
-
-
-
-
-
13
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Short-term employee benefits
Post
employment
benefits
Bonus
$
Other
$
Superannuation
$
Share-
based
payment
Options
& rights
$
Total
$
%
Consistin
g of
share-
based
payments
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
17,000
18,889
18,000
46,023
24,000
24,000
-
147,912
-
-
-
-
-
2014
Directors
Mr David
Mandel2
Mr Peter Christie3
Mr Simon Lill4
Mr Cyril D’Silva5
Mr Adam
Sierakowski6
Dr Robert
Ramsay7
Salary &
fees
$
17,000
18,889
18,000
46,023
24,000
24,000
147,912
Total
2
3
4
5
6
7
David resigned on 20 December 2013 and his director fees were paid to Chastain Corporate Pty Ltd.
Peter resigned on 20 December 2013 and his director fees were paid to Hawkins Christie Management
Services Pty Ltd.
Simon resigned on 20 December 2013 and his director fees were paid to Trident Capital Pty Ltd.
Cyril resigned on 21 January 2015 and his director fees are paid to Clayhill Capital Consultants Pty Ltd.
Adam was appointed on 20 December 2013 and his director fees are paid to Trident Capital Pty Ltd.
Robert was appointed on 20 December 2013 and his director fees are paid to himself. Robert resigned on
2 July 2015.
Transactions with key management personnel and related parties
A number of key management personnel, or their related parties, hold positions in other entities that result in
them having control or significant influence over the financial or operating policies of those entities.
A number of these entities transacted with the Company in the reporting period. The terms and conditions of the
transactions with management persons and their related parties were no more favourable than those available, or
which might reasonably be expected to be available, on similar transactions to non-director related entities on an
arm’s length basis.
Company secretarial and accounting services
Adam Sierakowski is a Director and shareholder of Trident Management Services Pty Ltd (“Trident
Management Services”), which provided the Company with accounting and company secretarial services. The
amount incurred for the year ended 30 June 2015 was $70,041 (2014: $82,387). The amount payable as at 30
June 2015 is $4,550 (2014: $73,093). Debt forgiven and written off for the year ended 30 June 2015 was
$58,653 (incl gst) (2014: $nil).
Corporate finance and office services
Adam Sierakowski is a Director and shareholder of Trident Capital Pty Ltd (“Trident Capital”) which provides
corporate advisory services and office accommodation. The amount incurred for the year ended 30 June 2015
was $69,000 (2014: $84,000). The amount payable as at 30 June 2015 is $nil (2014: $69,300). Debt forgiven
and written off for the year ended 30 June 2015 was $83,600 (incl gst) (2014: $nil).
Legal fees
Adam Sierakowski is a Director and shareholder of Price Sierakowski Pty Ltd (“Price Sierakowski”) which
provides legal services. The amount incurred for the year ended 30 June 2015 was $172,179 (2014: $36,310).
The amount payable as at 30 June 2015 is $64,844 (2014: $18,854).
14
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Capital raising fees
Trident Capital and Price Sierakowski also provided capital raising services. The amount incurred during the
year and payable as at 30 June 2015 is as shown below:
Amount Incurred
for the year ended
30 June 2015
Amount Payable
as at 30 June 2015
$27,500
$33,724
$22,000
$11,592
Trident Capital
Price Sierakowski
Nil capital raising fees were incurred or payable as at 30 June 2014.
Reimbursement
For the year ended 30 June 2015, $6,072 (2014: $194) was paid to Adam Sierakowski as a reimbursement of
expenses. Cyril D’Silva is a Director and shareholder of Golden Saint Australia Ltd (“Golden Saint Australia”).
For the year ended 30 June 2014, $2,285 was paid to Golden Saint Australia as a reimbursement of expenses.
For the year ended 30 June 2014, $10,000 was paid to Cyril D’Silva for travel expenses.
Loan advancement
$20,300 of interest was charged on the loan to Golden Saint Minerals Guinea (“GSMG”). Cyril D’Silva is a
Director and shareholder of GSMG.
Director fees
Amounts of Director fees incurred during the current and prior year are set out on page 13. The amount payable
as at 30 June 2015 to Clayhill Capital Consultants Pty Ltd is $nil. The amount payable as at 30 June 2015 to
Trident Capital Pty Ltd is $4,000. The amount payable as at 30 June 2015 to Rob Ramsay is $8,000. The amount
payable as at 30 June 2015 to Sobol Capital Pty Ltd is $4,000.
Directors’ shareholdings
The following table sets out each director’s relevant interest in shares and options in shares of the Company
during the year and as at 30 June 2015.
Balance at 1
July 2014 or
on date of
appointment
Granted as
remuneration
during the
year
Issued on
exercise of
options
during the
year
Other changes
during the
year
Balance at
30 June 2015
or on date of
resignation
2015
Mr Cyril D’Silva
Mr Adam Sierakowski
Dr Robert Ramsay
Mr Chris
Ntoumenopoulos
1,100,000
22,195,939
-
-
Total
23,295,939
-
-
-
-
-
-
-
-
-
-
(687,500)(i)
(13,872,462)(i)
-
-
412,500(ii)
8,323,477
-
-
(14,559,962)
23,295,939
(i) The Company’s share capital was consolidated on a 3:8 basis as at 4 June 2015.
(ii) Shareholding shown on a post-consolidation basis for consistency.
15
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Balance at 1
July 2013 or
on date of
appointment
Granted as
remuneration
during the
year
Issued on
exercise of
options
during the
year
Other
changes
during the
year
Balance at 30
June 2014 or
on date of
resignation
2014
Mr David Mandel
Mr Simon Lill
Mr Peter Christie
Mr Cyril D’Silva
Mr Adam Sierakowski
Dr Robert Ramsay
Total
150,000
4,000,000
-
-
21,195,939
-
25,345,939
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,100,000
1,000,000
-
150,000
4,000,000
-
1,100,000
22,195,939
-
2,100,000
27,445,939
The directors held nil options during the years to 30 June 2014 and 2015.
The performance of the Company depends upon the quality of its directors and executives to prosper. It is
imperative that the company attract, motivate and retain appropriately experienced and qualified directors and
executives. To this end, the company’s remuneration framework is embodied with the principles of providing
competitive rewards to attract high calibre executives and link executives’ rewards to shareholder value.
In accordance with best practice corporate governance, the structure of non-executive directors and executive
management remuneration is separate and distinct.
Currently, the Board consists of three non-executive Directors.
End of audited Remuneration Report
16
ResApp Health Limited – Annual Report
ABN 51 094 468 318
The relevant interest of each director in the shares issued by the Company as notified by the directors to the
Australian Securities Exchange in accordance with Section 205G(1) of the Corporations Act 2001, as at the date
of this report are as follows:
Director
Mr Adam Sierakowski1
Ordinary Shares
17,698,477
Performance Shares
-
-
-
-
2,109,375
Dr Robert Ramsay
Mr Chris
Ntoumenopoulos 2
Dr Tony Keating
Dr Roger Aston 3
1 Mr Sierakowski holds 6,448,477 Shares in IML Holdings Limited and 11,250,000 Shares in Trident Capital
Pty Ltd, entities of which he is a director and shareholder.
2 Mr Ntoumenopoulos holds 2,109,375 Shares in Sobol Capital Pty Ltd, an entity of which he is a director and
shareholder.
3 Dr Aston holds 8,437,500 Shares and 8,437,500 Performance Shares in Newtonmore Biosciences Pty Ltd, an
entity of which he is a director and shareholder.
-
8,437,500
-
8,437,500
Unlisted share options granted to directors
At the date of this report, there are 20 million unlisted options on issue as follows:
Director/Consultant
Grant date
Exercise price
Number
Value
Expiry date
Tony Keating
Tony Keating
Tony Keating
Dr Udantha Abeyratne
Dr Udantha Abeyratne
2 July 2015
2 July 2015
2 July 2015
22 September
2015
22 September
2015
$0.025
$0.05
$0.10
$0.05
5,000,000
5,000,000
10,000,000
3,000,000
$95,000
$85,000
$150,000
-1
2 July 2020
2 July 2020
2 July 2020
$0.10
2,000,000
-1
Total
25,000,000
1 As at the date of this report, these options issued have not yet been valued.
$330,000
In 2011 unlisted options were granted to directors and an external consultant in consideration for their role as
directors and for consulting services rendered. The details are as follows:
Director/Consultant
Grant date
Exercise price
Number
Value
Expiry date
Peter Christie1
David Mandel2
25 May 2011
25 May 2011
$0.02
$0.02
2,500,000
2,500,000
$52,500
$52,500
14 July 2014
14 July 2014
Total
1 Peter resigned on 20 December 2013
2 David resigned on 20 December 2013
5,000,000
$105,000
Voting and comments made at the Company’s 2014 Annual General Meeting
The Company received more than 99% of votes, of those shareholders who exercised their right to vote, in
favour of the remuneration report for the 2014 financial year. The Company did not receive any specific
feedback at the AGM or throughout the year on its remuneration practices.
Proceedings on behalf of the company
No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any
proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company
for all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
17
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Non-audit services
During the year $nil was paid to the auditor for the provision of non-audit services (2014: nil).
Auditor’s independence declaration
The auditor’s independence declaration is included on page 19 of the annual report.
Signed in accordance with a resolution of the directors
Adam Sierakowski
Director
Perth
30 September 2015
18
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Statement of profit or loss and other comprehensive income for the financial year ended 30 June 2015
Other revenue
Administration expenses
Exploration costs
Finance costs
Due diligence costs
Profit/(loss) before income tax
Income tax benefit
Loss for the year
Note
2015
$
2014
$
5
6
8
173,427
(662,128)
-
(620)
-
1,467
(457,441)
(12,896)
(902)
(108,616)
(489,321)
(578,388)
(489,321)
(578,388)
Other comprehensive income for the year
-
-
Total comprehensive loss for the year
(489,321)
(578,388)
Loss per share (basic and diluted) (cents)
13
(0.24)
(0.35)
The accompanying notes form an integral part of this Statement of profit or loss or other comprehensive income.
20
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Statement of financial position as at 30 June 2015
CURRENT ASSETS
Cash and cash equivalents
Trade receivables
Other receivables
Other assets
Total Current Assets
Note
14
9
2015
$
2014
$
4,097,129
65,017
520,300
98,143
4,780,589
38,034
5,514
290,000
4,878
338,426
Total Assets
4,780,589
338,426
CURRENT LIABILITIES
Trade and other payables
Annual leave provision
Funds received in advance of share issue
Total Current Liabilities
Total Liabilities
Net Assets
EQUITY
Issued capital
Reserves
Accumulated losses
Total Equity
10
11
12
487,126
-
3,808,522
4,295,648
4,295,648
484,941
4,004,499
-
(3,519,558)
215,269
1,745
-
217,014
217,014
121,412
3,151,649
210,000
(3,240,237)
484,941
121,412
The accompanying notes form an integral part of this Statement of financial position.
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ResApp Health Limited – Annual Report
ABN 51 094 468 318
Statement of changes in equity for the financial year ended 30 June 2015
Fully paid ordinary
shares
$
Equity-settled benefits
reserve
$
Accumulated losses
$
Total
$
Balance at 1 July 2013
Loss for the year
Total comprehensive income
Transactions with owners, in their capacity
as owners
Issue of shares
Costs directly attributable to issue of share
capital
Balance at 30 June 2014
Balance at 1 July 2014
Loss for the year
Total comprehensive income
Transactions with owners, in their capacity
as owners
Expiration of options
Issue of shares
Costs directly attributable to issue of share
capital
Balance at 30 June 2015
2,623,029
-
-
546,120
(17,500)
3,151,649
3,151,649
-
-
-
900,000
(47,150)
4,004,499
210,000
-
-
-
-
210,000
210,000
-
-
(210,000)
-
-
(2,661,849)
(578,388)
(578,388)
-
-
(3,240,237)
(3,240,237)
(489,321)
(489,321)
210,000
-
-
-
(3,519,558)
The accompanying notes form an integral part of this Statement of changes in equity.
171,180
(578,388)
(578,388)
546,120
(17,500)
121,412
121,412
(489,321)
(489,321)
-
900,000
(47,150)
484,941
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ResApp Health Limited – Annual Report
ABN 51 094 468 318
Statement of cash flows for the financial year ended 30 June 2015
Note
2015
$
2014
$
Cash flows from operating activities
Cash payments to suppliers and employees
Interest paid
Interest received
(394,163)
(620)
2,506
(350,640)
(902)
1,467
Net cash flows used in operating activities
14
(392,277)
(350,075)
Cash flows from investing activities
Advance to Golden Saint Minerals Guinea
Advance to ResApp Diagnostics
9
9
-
(210,000)
(290,000)
-
Net cash flows used in investing activities
(210,000)
(290,000)
Cash flows from financing activities
Costs of capital raising
Proceeds from Issue of share capital
Monies raised in advance of share issues
(233,628)
900,000
3,995,000
(17,500)
546,120
-
Net cash flows provided by financing activities
4,661,372
528,620
Net decrease in cash and cash equivalents
4,059,095
(111,455)
Cash and cash equivalents at the beginning of the
financial year
Cash and cash equivalents at the end of the
financial year
38,034
149,489
14
4,097,129
38,034
The accompanying notes form an integral part of this Statement of cash flows.
23
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Notes to the financial statements
NOTE 1 REPORTING ENTITY
This annual financial report includes the financial statements and notes of ResApp Health Limited (“the
Company”). The Company is a for-profit entity primarily and is domiciled in Australia. The Company, through
an exclusive license is developing smart phone applications for respiratory disease diagnostics and management.
Its registered address is Level 24, 44 St George’s Terrace, Perth, Western Australia.
NOTE 2 GOING CONCERN
The financial report has been prepared on the going concern basis, which contemplates continuity of normal
business activities and the realisation of assets and settlements of liabilities in the ordinary course of business.
The entity incurred an operating loss of $489,321 for the year ended 30 June 2015 (2014: $578,388) and a net
cash outflow from operating activities amounting to $392,277 (2014: $350,075).
The Company successfully completed a public capital raising of $4,000,000 under a Replacement Prospectus
dated 26 May 2015. The shares were issued on 2 July 2015 and the Company’s securities were re-instated to
trading on 14 July 2015.
Based on the cash flow forecasts and other factors referred to above, the directors are satisfied that the going
concern basis of preparation is appropriate. The Directors believe there are sufficient funds to meet the
Company’s working capital requirements and as at the date of this report, the Company believes it can meet all
liabilities as and when they fall due.
NOTE 3 NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS
There are a number of new Accounting standards and Interpretations issued by the AASB that are not yet
mandatorily applicable to the Company and have not been applied in preparing these consolidated financial
statements. The Company does not plan to adopt these standards early.
These standards are not expected to have a material impact on the Company in the current or future reporting
periods.
NOTE 4 SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
These financial statements include the financial statements of the Resapp Health Limited (the “Company”).
These general purpose financial statements have been prepared in accordance with Australian Accounting
Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian
Accounting Standards Board and the Corporations Act 2001. Australian Accounting Standards are equivalent to
International Financial Reporting Standards (“IFRS”). Compliance with Australian Accounting Standards
ensures that these financial statements comply with International Financial Reporting Standards. Material
accounting policies adopted in the preparation of these financial statements are presented below and have been
consistently applied unless otherwise stated.
Except for the cash flow information, the financial statements have been prepared on an accruals basis and are
based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current
assets, financial assets and financial liabilities.
The functional currency of the Company is measured using the currency of the primary economic environment in
which the Company operates. These financial statements are presented in Australian dollars which is the
Company’s functional and presentation currency.
The following significant accounting policies have been adopted in the preparation and presentation of the
financial report:
a)
Cash and cash equivalents
Cash comprises cash on hand and demand deposits. 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.
24
ResApp Health Limited – Annual Report
ABN 51 094 468 318
NOTE 4 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
b)
Financial instruments
Recognition and Initial Measurement
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the Company
becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial
assets that are delivered within timeframes established by marketplace convention.
Financial instruments are initially measured at fair value plus transaction costs where the instrument is not
classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value
through profit or loss are expensed to profit or loss immediately. Financial instruments are then classified and
measured as set out below.
Classification and Subsequent Measurement
All financial instruments of the Company are subsequently measured at amortised cost, using the effective
interest rate method.
Amortised Cost
Amortised cost is calculated as a) the amount at which the financial asset or liability is measured at initial
recognition; b) less principal repayments; c) plus or minus the cumulative amortisation of the difference, if any,
between the amount initially recognised and the maturity amount calculated using the effective interest method;
and d) less any reduction for impairment.
Effective Interest Rate Method
The effective interest method is used to allocate interest income or interest expense over the relevant period and
is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees,
transaction costs and other premiums or discounts) through the expected life of the financial instrument to the net
carrying amount of the financial asset or financial liability Revisions to expected future net cash flows will
necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in
profit or loss.
Derecognition
Financial instruments are derecognised where the contractual rights to receipt of cash flows expires or the asset
is transferred to another party whereby the Company no longer has any significant continuing involvement in the
risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations
are discharged, cancelled or expired. The difference between the carrying value of the financial liability
extinguished or transferred to another party and the fair value of consideration paid, including the transfer of
non-cash assets or liabilities assumed, is recognised in profit or loss.
Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied
to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to
similar instruments and option pricing models.
Impairment of financial assets
Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at
each balance sheet date. Financial assets are impaired where there is objective evidence that as a result of one or
more events that occurred after the initial recognition of the financial asset the estimated future cash flows of the
investment have been impacted. For financial assets carried at amortised cost, the amount of the impairment is
the difference between the asset’s carrying amount and the present value of estimated future cash flows,
discounted at the original effective interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with
the exception of trade receivables where the carrying amount is reduced through the use of an allowance
account. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent
recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying
amount of the allowance account are recognised in profit or loss.
25
ResApp Health Limited – Annual Report
ABN 51 094 468 318
NOTE 4 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
b)
Financial instruments (cont’d)
Debt and equity instruments
Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the
contractual arrangements.
c)
Impairment of other tangible and intangible assets
At each reporting date, the Company reviews the carrying amounts of its tangible and intangible assets to
determine whether there is any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets,
the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a
reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual
cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a
reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for
impairment annually and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of
future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is
estimated to be less than its carrying amount, the carrying amount of the asset (cash generating unit) is reduced
to its recoverable amount.
An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value,
in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is
increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying
amount does not exceed the carrying amount that would have been determined had no impairment loss been
recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised in
profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the
impairment loss is treated as a revaluation increase.
d)
Income Tax
Current tax
Current tax is calculated by reference to the amount of income taxes payable to or recoverable in respect of the
taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or
substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or
asset) to the extent that it is unpaid (or refundable).
Deferred tax
Deferred tax is accounted for using the balance sheet liability method. Temporary differences are differences
between the tax base of an asset or liability and its carrying amount in the balance sheet. The tax base of an asset
or liability is the amount attributed to that asset or liability for tax purposes.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are
recognised to the extent that it is probable that sufficient taxable amounts will be available against which
deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax
assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial
recognition of assets and liabilities (other than as a result of a business combination) which affects neither
taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to
taxable temporary differences arising from the initial recognition of goodwill.
26
ResApp Health Limited – Annual Report
ABN 51 094 468 318
NOTE 4 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
d)
Income Tax (cont’d)
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in
subsidiaries, branches and associates, and interests in joint ventures except where the company is able to control
the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the
foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these
investments and interest are only recognised to the extent that it is probable that there will be sufficient taxable
profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the
foreseeable future.
Deferred tax liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset
and liability giving rise to them are realised or settled, based on the tax rates (and tax laws) that have been
enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets
reflects the tax consequence that would follow from the manner in which the company expects, at the reporting
date, to recover or settle the carrying amount of its assets and liabilities
Deferred Tax assets and liabilities are offset when they relate to income taxes levied by the same taxation
authorities and the company intends to settle its current tax assets and liabilities on a net basis.
Current and deferred tax for the period
Current and deferred tax is recognised as an expense or income in the statement of profit or loss and other
comprehensive income, except when it relates to items credited or debited directly to equity, in which case the
deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business
combination, in which case it is taken into account in the determination of goodwill or excess.
e)
Research and development costs
Expenditure during the research phase of a project is recognised as an expense when incurred. Development
costs are capitalised only when technical feasibility studies identify that the project is expected to deliver future
economic benefits and these benefits can be measured reliably.
Capitalised development costs have a finite useful life and are amortised on a systematic basis based on the
future economic benefits over the useful life of the project.
f)
Share-based payments
Equity-settled share-based payments are measured at fair value of the equity instrument at the grant date. Fair
value is measured by the use of a binomial model. The expected life used in the model has been adjusted, based
on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural
considerations.
g)
Critical accounting judgements and key sources of estimation uncertainty
The directors make a number of estimates and assumptions in preparing general purpose financial statements.
The resulting accounting estimates, will, by definition, seldom equal the related actual results. The estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimates are revised and future periods if relevant.
The following key judgement and estimate was made in preparing these financial statements:
Recoverability of loan to Golden Saint Minerals Guinee SA.
Based on discussions with the directors of Golden Saint Minerals Guinee (GSMG), the directors believe that the
loan to GSMG of $290,000 plus interest is recoverable. However this is subject to ongoing assessment and if the
amount is deemed unrecoverable in future periods, it will be impaired accordingly.
27
ResApp Health Limited – Annual Report
ABN 51 094 468 318
NOTE 5 OTHER REVENUE
During the year, with the Company having limited funds, the Directors, Trident Capital Pty Ltd and Trident
Management Services Pty Ltd agreed to write off amounts owing to Trident Capital Pty Ltd in relation to
corporate advisory fees, office services fees, directors’ fees and Trident Management Services Pty Ltd in relation
to accounting fees and company secretarial fees.
Creditors debts forgiven
Other revenue
Interest income
NOTE 6 ADMINISTRATION EXPENSES
Corporate fees
Consulting fees
Director fees
Professional fees (including legal fees)
Administration expenses
NOTE 7 REMUNERATION OF AUDITORS
2015
$
142,253
8,369
22,806
173,428
2015
$
(45,000)
(35,786)
(117,290)
(275,286)
(188,766)
(662,128)
2014
$
-
-
1,467
1,467
2014
$
(60,000)
(8,231)
(147,912)
(120,147)
(121,151)
(457,441)
2015
$
2014
$
Auditor of the Company – Nexia Melbourne (resigned as auditor on 27 November 2013)
Audit or review of the financial statements
-
-
Auditor of the Company – Somes Cooke (appointed as auditor on 27 November 2013)
27,200
Audit or review of the financial statements
27,200
12,400
12,400
22,000
22,000
28
ResApp Health Limited – Annual Report
ABN 51 094 468 318
NOTE 8 INCOME TAXES
(a) Income tax recognised in profit or loss
Tax expense/(income) comprises:
Current tax expense/(income)
Deferred tax expense/(income) relating to the origination and
reversal of temporary differences
Total tax expense/(income)
(b) The prima face income tax expense on pre-tax accounting loss
from operations reconciles to the income tax expense in the
financial statements as follows:
Loss from operations
Income tax benefit calculated at 30%
Tax effect of:
- Other timing differences
- Non deductible items
- Non deductible share based payments
- Capital raising costs
- Capitalised acquisition expenses
- Tax effect of current year revenue losses for which no deferred
tax asset has been recognised
2015
$
2014
$
-
-
-
-
-
-
(489,321)
(146,796)
(578,388)
(173,516)
1,126
51,669
-
(11,875)
-
(347)
10,893
-
(3,263)
-
105,876
-
166,233
-
Income Tax Expense
(c) Unrecognised deferred tax balances
The following deferred tax assets (at 30%) have not been brought
to account:
Unrecognised deferred tax asset – tax losses
Unrecognised deferred tax asset – other temporary differences
Unrecognised deferred tax liability – capitalised acquisition
expenses claimed for tax purposes
Net deferred tax assets
The net deferred tax assets not brought to account will only be of a benefit to the Company if future assessable
income is derived of a nature and amount sufficient to enable the benefits to be realised, the conditions for
deductibility imposed by the tax legislation continue to be complied with and the Company is able to meet the
continuity of ownership and/or continuity of business tests.
-
733,509
-
626,507
623,133
3,374
729,009
4,500
NOTE 9 OTHER RECEIVABLES
Loan Receivable from Golden Saint Minerals Guinea
On 30 December 2013, the Company entered into a loan agreement to advance $290,000 to Golden Saint
Minerals Guinea SA (“GSMG”) to provide working capital to GSMG. As at 30 June 2015, the principal loan
amount of $290,000 and interest of $20,300 is due and receivable by GSMG. Cyril D’Silva is a Director and
shareholder of GSMG.
Loan Receivable from ResApp Diagnostics Pty Ltd
On 17 March 2015, the Company entered into a loan agreement to advance $210,000 to ResApp Diagnostics Pty
Ltd (“ResApp Diagnostics”) to provide working capital to ResApp Diagnostics. On 2 July 2015, the Company
completed its acquisition of ResApp Diagnostics and as such, interest on the loan was forgiven.
NOTE 10 TRADE AND OTHER PAYABLES
Trade and other payables1
Accruals
1 Amounts payable to related parties are detailed in note 16.
2015
$
389,620
97,506
2014
$
196,486
18,783
487,126
215,269
29
ResApp Health Limited – Annual Report
ABN 51 094 468 318
NOTE 11 FUNDS RECEIVED IN ADVANCE OF SHARE ISSUE
As at 30 June 2015, the Company had raised funds totalling $3,995,000 under the Company’s Replacement
Prospectus dated 26 May 2015 for which shares had yet to be issued. The shares were issued subsequent to year
end, on 2 July 2015.
Funds received in advance of share issue
Costs directly attributable to shares not yet issued
NOTE 12 ISSUED CAPITAL
Fully paid ordinary shares and authorised capital
Balance at beginning of financial year
Shares issued
Costs directly attributable to shares issued
Number of shares
Fully paid ordinary shares and authorised capital
Balance at beginning of financial year
Shares issued 19 December 2013(i)
Shares issued 19 December 2014(ii)
Shares issued 24 March 2015(iii)
Shares issued 26 June 2015(iv)
Capital Consolidation 4 June 2015(v)
2015
$
3,995,000
(186,478)
3,808,522
2014
$
-
-
-
2015
$
2014
$
3,151,649
900,000
(47,150)
2,623,029
546,120
(17,500)
4,004,499
3,151,649
No
No
484,729,407
-
110,000,000
60,000,000
3,750,000
(409,206,054)
430,117,350
54,612,057
-
-
-
-
249,273,353
484,729,407
(i) On 19 December 2013, 54,612,057 shares were issued at $0.01 per share under a Sophisticated Placement
Raising.
(ii) On 19 December 2014, 110,000,000 shares were issued at $0.005 per share under a Sophisticated Placement
Raising.
(iii) On 24 March 2015, 60,000,000 shares were issued at $0.005 per share under a Sophisticated Placement
Raising.
(iv) On 26 June 2015, 3,750,000 shares were issued at $0.0133 per share under a Sophisticated Placement
Raising.
(v) On 4 June 2015, the Company’s issued capital was consolidated on a 3:8 basis as approved by Shareholders at
the Company’s General Meeting held on 27 May 2015.
Fully paid ordinary shares carry one vote per share and carry the right to dividends. Ordinary shares participate
in dividends and the proceeds on winding up of the Company in proportion to the number of shares held. At the
shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each
shareholder has one vote on a show of hands.
30
ResApp Health Limited – Annual Report
ABN 51 094 468 318
NOTE 13 LOSS PER SHARE
2015
$
2014
$
The earnings and weighted average number of ordinary shares used in the
calculation of basic earnings per share are as follows:
Attributable to ordinary equity holders (used in calculating basic and
diluted EPS) – continuing operations.
Weighted average number of ordinary shares for the purpose of basic
172,122,904
and diluted earnings per share adjusted for share consolidation
Earnings per share (basic and diluted) (cents)*
(0.35)
* For the purposes of comparability between the 2014 and 2015 financial years, the basic and diluted EPS have been
calculated with the assumption that the shares have always been consolidated on the basis of 3:8 that occurred on 4 June
2015
205,330,089
(0.24)
(578,388)
(489,321)
NOTE 14 NOTES TO THE CASH FLOW STATEMENT
(a) Reconciliation of cash and cash equivalents
For the purpose of the cash flow statement, cash includes cash on hand and in banks and deposits at call, net of
outstanding bank overdrafts. Cash at the end of the financial year as shown in the Cash Flow Statement is
reconciled to the related items in the balance sheet as follows:
Cash at bank
(b) Reconciliation of loss for the period to net cash flows from
operating activities
Net Loss
Adjustments for
Assets written off
Trade and other payables forgiven
Interest accrued
Changes in assets and liabilities
(Increase)/decrease in assets:
Receivables and other assets
(Decrease)/increase in liabilities:
Trade and other payables
(Decrease)/increase in provisions:
Annual leave provision
2015
$
4,097,129
2014
$
38,034
4,097,129
38,034
2015
$
2014
$
(489,321)
(578,388)
-
(150,621)
(20,300)
80,443
-
-
(152,768)
4,939
422,478
141,186
(1,745)
1,745
Net cash flows from operating activities
(392,277)
(350,075)
31
ResApp Health Limited – Annual Report
ABN 51 094 468 318
NOTE 15 FINANCIAL INSTRUMENTS
The Company’s financial instruments consist mainly of deposits with banks and accounts receivable and
payable.
Financial Assets
Cash and cash equivalents
Trade receivables
Other receivables
Total financial assets
Financial Liabilities
Trade and other payables
Total financial liabilities
Note
14
2015
$
4,097,129
65,017
520,300
2014
$
38,034
5,514
290,000
4,682,446
333,548
487,126
215,269
487,126
215,269
(a) Financial risk management policies
The Company’s principal financial instruments comprise cash and short-term deposits, trade and other payables
and financial liabilities as disclosed in the financial statements. The main purpose of these financial instruments
is to manage the working capital needs of the Company’s operations. It is the Company’s policy that no trading
in financial instruments shall be undertaken. The main risk arising from the Company’s financial instruments is
liquidity risk. The board reviews and agrees policies for managing this risk is summarized below.
(i) Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the
basis of measurement and the basis on which income and expenses are recognised, in respect of each class of
financial asset, financial liability and equity instruments are disclosed in Note 4 to the financial statements.
(ii) Credit risk management
The Company is not currently exposed to credit risk other than in the normal course of business.
At the balance sheet date, the significant concentrations of credit risk are attributeable to cash and cash
equivalents, as well as the loan receivable from Golden Saint Minerals Guinea SA (refer to note 9).
Based on discussions with the directors of Golden Saint Minerals Guinee (GSMG), the directors believe that the
loan to GSMG of $290,000 plus interest is recoverable. However this is subject to ongoing assessment and if the
amount is deemed unrecoverable in future periods, it will be impaired accordingly.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance
sheet.
Credit risk related to balances with banks and other financial institutions is managed by the Board in accordance
with approved board policy. Such policy requires that surplus funds are only invested with counterparties with a
Standard & Poor’s rating of at least AA-. The following table provides information regarding the credit risk
relating to cash and money market securities based on Standard & Poor’s counterparty credit ratings.
Cash and cash equivalents
-AA rated
Note
2015
$
2014
$
4,097,129
14
4,097,129
38,034
38,034
32
ResApp Health Limited – Annual Report
ABN 51 094 468 318
NOTE 15 FINANCIAL INSTRUMENTS (CONT’D)
(iii) Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an
appropriate liquidity risk management framework for the management of the Company’s short, medium and
long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining
adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and
actual cash flows and matching the maturity profiles of financial assets and liabilities.
2015
$
2014
$
Note
Financial liabilities due for payment
Trade and other payables
Total expected outflows
Financial assets – cash flow realisable
Cash and cash equivalents
Trade receivables
Other receivables
487,126
215,269
487,126
215,269
14
4,097,129
65,017
520,300
38,034
5,514
290,000
Total anticipated inflows
4,682,446
333,548
Net inflow on financial instruments
4,195,320
118,279
(iv) Interest rate risk
The financial instruments which primarily expose the Company to interest rate risk are cash and cash
equivalents. The Company’s exposure to interest rate risk and the effective interest rate for classes of financial
assets and financial liabilities is set out below:
Note
Effective
interest
rate
Floating
interest
rate
$
1 year or
less
1 to 5
years
$
$
Non-
interest
bearing
$
Total
$
30 June 2015
Financial assets
Cash assets
Trade receivables
Other receivables
14
1.50%
4,097,129
-
-
7.00%
9
-
-
-
520,300
Total financial assets
4,097,129
520,300
Financial liabilities
Trade and other payables
Total financial liabilities
-
-
-
-
-
-
-
-
-
-
-
- 4,097,129
65,017
-
65,017
520,300
65,017 4,682,446
487,126
487,126
487,126
487,126
33
ResApp Health Limited – Annual Report
ABN 51 094 468 318
NOTE 15 FINANCIAL INSTRUMENTS (CONT’D)
(iv) Interest rate risk (cont’d)
Note
Effective
interest
rate
Floating
interest
rate
$
1 year or
less
1 to 5
years
$
$
Non-
interest
bearing
$
Total
$
14
9
2.30%
-
7.00%
38,034
-
-
-
-
290,000
38,034
290,000
-
-
-
-
-
-
-
-
-
-
-
-
10,392
-
38,034
10,392
290,000
10,392
338,426
215,269
215,269
215,269
215,269
30 June 2014
Financial assets
Cash assets
Trade receivables
Other receivables
Total financial assets
Financial liabilities
Trade and other payables
Total financial liabilities
(v) Fair value of financial instruments
The fair values of financial assets and financial liabilities are determined as follows:
• The fair value of financial assets and financial liabilities with standard terms and conditions and traded
on active liquid markets are determined with reference to quoted market prices; and
• The fair value of other financial assets and financial liabilities are determined in accordance with
generally accepted pricing models based on discounted cash flow analyses.
The directors consider that the carrying amounts of financial assets and financial liabilities which are all
recorded at amortised cost less accumulated impairment charges in these financial statements, approximate their
fair values.
Note
2015
Carrying
Amount
$
2015
Fair Value
$
2014
Carrying
Amount
$
2014
Fair Value
$
14
4,097,129
4,097,129
38,034
38,034
9
65,017
520,300
65,017
520,300
10,392
290,000
10,392
290,000
4,682,446
4,682,446
338,426
338,426
487,126
487,126
215,269
215,269
487,126
487,126
215,269
215,269
Financial assets
Cash and cash
equivalents
Trade receivables
Other receivables
Total financial assets
Financial liabilities
Trade and other payables
Total financial
liabilities
34
ResApp Health Limited – Annual Report
ABN 51 094 468 318
NOTE 16 RELATED PARTY TRANSACTIONS
(a) Transactions with key management personnel
i. Key management personnel compensation
The aggregate compensation made to key management personnel of the company and the Company is set out
below:
Short term employee benefits
Post-employment benefits
Termination benefits
Other benefits
Share-based payments
2015
$
2014
$
117,290
-
-
-
-
147,912
-
-
-
-
117,290
147,912
ii. Transactions with key management personnel and related parties
A number of key management personnel, or their related parties, hold positions in other entities that result in
them having control or significant influence over the financial or operating policies of those entities.
A number of these entities transacted with the Company in the reporting period. The terms and conditions of the
transactions with management persons and their related parties were no more favourable than those available, or
which might reasonably be expected to be available, on similar transactions to non-director related entities on an
arm’s length basis.
Company secretarial and accounting services
Adam Sierakowski is a Director and shareholder of Trident Management Services Pty Ltd (“Trident
Management Services”), which provided the Company with accounting and company secretarial services. The
amount incurred for the year ended 30 June 2015 was $70,041 (2014: $82,387). The amount payable as at 30
June 2015 is $4,550 (2014: $73,093). The amount written off for the year ended 30 June 2015 was $58,653 (incl
gst) (2014: $nil). The debt forgiven and written off in the year ended 30 June 2015 but was incurred in the
previous year.
Corporate finance and office services
Adam Sierakowski is a Director and shareholder of Trident Capital Pty Ltd (“Trident Capital”) which provides
corporate advisory services and office accommodation. The amount incurred for the year ended 30 June 2015
was $69,000 (2014: $84,000). The amount payable as at 30 June 2015 is $nil (2014: $69,300). The amount
written off for the year ended 30 June 2015 was $83,600 (incl gst) (2014: $nil). The debt forgiven and written
off in the year ended 30 June 2015 but was incurred in the previous year.
Legal fees
Adam Sierakowski is a Director and shareholder of Price Sierakowski Pty Ltd (“Price Sierakowski”) which
provides legal services. The amount incurred for the year ended 30 June 2015 was $172,179 (2014: $36,310).
The amount payable as at 30 June 2015 is $64,844 (2014: $18,854).
Capital raising fees
Trident Capital and Price Sierakowski also provided capital raising services. The amount incurred during the
year and payable as at 30 June 2015 is as shown below:
Amount Incurred
for the year ended
30 June 2015
Amount Payable
as at 30 June 2015
$27,500
$33,724
$22,000
$11,592
Trident Capital
Price Sierakowski
Nil capital raising fees were incurred or payable as at 30 June 2014.
35
ResApp Health Limited – Annual Report
ABN 51 094 468 318
NOTE 16 RELATED PARTY TRANSACTIONS (CONT’D)
(a) Transactions with key management personnel (cont’d)
Reimbursement
For the year ended 30 June 2015, $6,072.65 (2014: $194) was paid to Adam Sierakowski as a reimbursement of
expenses. Cyril D’Silva is a Director and shareholder of Golden Saint Australia Ltd (“Golden Saint Australia”).
For the year ended 30 June 2014, $2,285 was paid to Golden Saint Australia as a reimbursement of expenses.
For the year ended 30 June 2014, $10,000 was paid to Cyril D’Silva for travel expenses)
Loan advancement
$20,300 of interest was charged on the loan to Golden Saint Minerals Guinea (“GSMG”). Cyril D’Silva is a
Director and shareholder of GSMG.
Director fees
Amounts of Director fees incurred during the current and prior year are set out on page 11. The amount payable
as at 30 June 2015 to Clayhill Capital Consultants Pty Ltd is $nil. The amount payable as at 30 June 2015 to
Trident Capital Pty Ltd is $4,000. The amount payable as at 30 June 2015 to Rob Ramsay is $8,000. The amount
payable as at 30 June 2015 to Sobol Capital Pty Ltd is $4,000.
NOTE 17 COMMITMENTS AND CONTINGENT LIABILITIES
There are no commitments and contingent liabilities as at the date of this report.
NOTE 18 SUBSEQUENT EVENTS
On 2 July 2015, the Company announced that the Share Sale Agreement dated 20 February 2015 between the
Company, ResApp, the Shareholders of ResApp and UniQuest had completed with the Company acquiring
100% of ResApp.
In accordance with the Company’s Replacement Prospectus dated 26 May 2015 and as approved by
Shareholders at the General Meeting held on 27 May 2015, the following securities were issued (on a post
consolidation basis):
Public Offer – 200,000,000 Shares at $0.02 per Share having raised $4 million;
(a)
(b) Vendor Offer – 93,750,000 Shares and 93,750,000 Performance Shares issued in consideration for
the acquisition of ResApp;
Facilitation Offer – 18,749,999 Shares to the Facilitators for services provided; and
Incentive Options – 20 million Incentive Options.
(c)
(d)
Following completion of the acquisition, Dr Tony Keating was appointed to the Board of the Company in the
position of Managing Director and Chief Executive Officer. Dr Roger Aston has also been appointed as a non-
executive director, replacing Dr Rob Ramsay. Dr Roger Aston was subsequently appointed as Chairman of the
Company, replacing Mr Adam Sierakowski who remains on the Board as a non-executive director.
In addition, the Company changed its name from Narhex Life Sciences Limited to ResApp Health Limited and
was reinstated to official quotation on the ASX on 14 July 2015 under the new ASX Code “RAP”.
NOTE 19 SEGMENT NOTE
The Company was operating under one business segment, being health technology. The Company also operates
in one geographical location, being Australia. The Board of Directors’ review internal management reports that
are consistent with the information provided in the statement of profit or loss and other comprehensive income,
statement of financial position and statement of cash flows, in this Annual Report.
36
ResApp Health Limited – Annual Report
ABN 51 094 468 318
Directors’ declaration
The directors of the company declare that:
1.
in the directors’ opinion, the financial statements and accompanying notes set out on pages 24 to 36 are in
accordance with the Corporations Act 2001 and:
(a)
(b)
comply with Accounting Standards and the Corporations Regulations 2001; and
give a true and fair view of the company’s financial position as at 30 June 2015 and of its
performance for the year ended on that date;
2.
3.
4.
note 4 confirms that the financial statements also comply with International Financial Reporting
Standards (IFRSs) as issued by the International Accounting Standards Board (IASB);
in the directors’ opinion, 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 remuneration disclosures included in pages 13 to 16 of the directors’ report (as part of the audited
Remuneration Report), for the year ended 30 June 2015, comply with section 300A of the Corporations
Act 2001; and
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on
behalf of the directors by:
Adam Sierakowski
Director
Perth
30 September 2015
37
ResApp Health Limited – Annual Report
ABN 51 094 468 318
ASX Additional Information
Pursuant to the Listing Rules of the Australian Securities Exchange, the shareholder information set out below
was applicable as at 21 September 2015.
Distribution of Equity Securities
A.
Analysis of numbers of shareholders by size of holding:
Distribution
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and Over
Total
No. of shareholders
493
286
52
197
386
1,414
Number of Shares
245,596
677,389
381,489
10,259,369
550,209,509
561,773,352
There were 845 shareholders holding less than a marketable parcel of ordinary shares.
Substantial Shareholders
B.
An extract of the Company’s Register of Substantial Shareholders (who hold 5% or more of the issued capital) is
set out below:
Shareholder Name
UniQuest Pty Ltd
Freeman Road Pty Ltd
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