☒ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class | | | Trading Symbol(s) | | | Name of each exchange and on which registered |
American Depositary Shares, each representing four ordinary shares, no par value | | | NVX | | | The Nasdaq Stock Market LLC |
Large Accelerated Filer ☐ | | | Accelerated Filer ☐ | | | Non-Accelerated Filer ☐ |
| | | | Emerging Growth Company ☒ |
U.S. GAAP ☐ | | | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ | | | Other ☐ |
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• | “US$” and “U.S. dollars” and “dollars” mean U.S. dollars; |
• | “A$” mean Australian dollars; |
• | “C$” mean Canadian dollars, unless otherwise noted; |
• | “ADSs” mean American depositary shares, each of which represents four of our ordinary shares, no par value; |
• | “ADRs” mean the American depositary receipts that may evidence the ADSs; and |
• | “NASDAQ” refers to the Nasdaq Stock Market LLC. |
• | regulatory developments in the United States, Australia and other jurisdictions; |
• | the perceived benefits of the transaction between the Company and Phillips 66; |
• | our ability to scale-up production of our anode or cathode materials; |
• | the continuation of our sponsorship of the Research Group of Dr. Mark Obrovac at Dalhousie University for the development of our technology; |
• | our ability to attract and retain key management, and qualified personnel; |
• | the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
• | our expectations regarding the period during which we qualify as an emerging growth company under the JOBS Act; |
• | our use of the proceeds from the Phillips 66 Transaction; |
• | the future trading price of the ADSs and impact of securities analysts’ reports on these prices; and |
• | other risks and uncertainties, including those listed under “Risk Factors.” |
Identity of Directors, Senior Management and Advisers |
Directors and Senior Management |
Advisors |
Auditors |
Offer Statistics and Expected Timetable |
Key Information |
[Reserved] |
Capitalization and Indebtedness |
• | On an actual basis as of June 30, 2021; and |
• | On a pro forma basis to give effect to (i) the issuance of 77,962,578 ordinary shares to Phillips 66 in the Phillips 66 Transaction for an aggregate purchase price of US$150 million and (ii) the incurrence of indebtedness used to purchase our facility in Chattanooga, Tennessee, “Riverside” (locally referred to as “Big Blue”). |
| | Actual | | | Pro Forma | |||||||
| | As of June 30, 2021 | | | As of June 30, 2021 | |||||||
| | US$1 | | | A$ | | | US$1 | | | A$ | |
Total cash and cash equivalents2,3,4 | | | 102,446,759 | | | 136,663,976 | | | 258,472,602 | | | 344,802,451 |
Secured, bank loans | | | 4,053,922 | | | 5,407,932 | | | 4,053,922 | | | 5,407,932 |
Unsecured, other loans | | | 641,449 | | | 855,693 | | | 641,449 | | | 855,693 |
Loan secured against Riverside3 | | | — | | | — | | | 31,122,588 | | | 41,517,532 |
Total debt3 | | | 4,695,371 | | | 6,263,625 | | | 35,817,959 | | | 47,781,157 |
Contributed equity: 404,601,384 ordinary shares, no par value, outstanding, actual | | | 174,809,975 | | | 233,196,507 | | | 174,809,975 | | | 233,196,507 |
Phillips 66 capital raise2 | | | — | | | — | | | 156,025,843 | | | 208,138,475 |
Total contributed equity (404,601,384 ordinary shares, no par value, outstanding, on a pro forma basis) | | | 174,809,975 | | | 233,196,507 | | | 330,835,819 | | | 441,334,982 |
Accumulated losses | | | (61,419,236) | | | (81,933,261) | | | (61,419,236) | | | (81,933,261) |
Reserves | | | 24,836,999 | | | 33,132,556 | | | 24,836,999 | | | 33,132,556 |
Total equity | | | 138,227,738 | | | 184,395,802 | | | 294,253,581 | | | 392,534,277 |
Total Capitalization | | | 142,923,109 | | | 190,659,427 | | | 330,071,540 | | | 440,315,343 |
1. | Translation of Australian dollar-denominated amounts into U.S. dollars has been made at the noon buying rate on June 30, 2021 (US$1.00 = A$1.3340). |
2. | Pro-forma adjustment represents Phillips 66 capital raise of 77,962,578 fully paid ordinary shares for US$150 million translated into Australian dollar at the XE.com at exchange rate as of 30 September 2021 (A$1.00 = US$0.7207), the date the funds were received. |
3. | Pro-forma adjustment represents long-term borrowings of U$30.1 million secured against Riverside property, translated into Australian dollar at the XE.com at exchange rate as of 25 August 2021 (A$1.00 = US$0.7250). |
4. | As of September 30, 2021, we had cash and cash equivalents of A$290,971,003. |
Reasons for the Offer and Use of Proceeds |
Risk Factors |
• | The energy storage market continues to evolve, is highly competitive, and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers. |
• | We have a history of financial losses and expect to incur significant expenses and continuing losses in the near future. |
• | Our future growth and success will depend on our ability to sell effectively to large customers. |
• | We depend, and expect to continue to depend, on a limited number of customers for a significant percentage of our revenue. |
• | We may not be able to engage target customers successfully and to convert such contacts into meaningful orders in the future. |
• | We have a concentration of ownership among Phillips 66 and our executive officers, non-executive directors and their affiliates that may prevent new investors from influencing significant corporate decisions. |
• | Our commercial relationships are subject to various risks which could adversely affect our business and future prospects. |
• | We benefit from our collaborative research agreement with Dalhousie University to support the development of current and future technology. Termination of this agreement would likely harm our business, and even if it continues, it may not be successful. |
• | We face significant challenges in our attempt to develop our anode and cathode materials and produce them at high volumes with acceptable performance, yields and costs. The pace of development in materials science is often not predictable. We may encounter substantial delays or operational problems in the scale-up of our anode or cathode materials. |
• | From time to time we may enter into negotiations for acquisitions, relationships, joint ventures or investments that are not ultimately consummated or, if consummated, may not be successful. |
• | The manufacture of our materials and equipment is complex and we are subject to many manufacturing risks, any of which could substantially increase our costs and limit supply of our materials and equipment. |
• | We may choose not to, or may not be able to, fully develop our Mount Dromedary Graphite Project. |
• | If our materials or equipment fail to perform as expected, our ability to develop, market, and sell our materials or equipment could be harmed. |
• | We may not be able to accurately estimate the future supply and demand for our materials and equipment, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our manufacturing requirements or prices of components increase, we could incur additional costs or experience delays. |
• | We may not be able to establish supply relationships for necessary components or may be required to pay costs for components that are more expensive than anticipated, which could delay the introduction of our equipment and negatively impact our business. |
• | If we are unable to attract and retain key employees and qualified personnel, our ability to compete could be harmed. |
• | Our inability to identify qualified individuals for our workforce could adversely impact our ability to scale-up manufacturing of our cathode and anode materials. |
• | We may need to obtain funding from time to time to finance our growth and operations, which may not be available on acceptable terms, or at all. If we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate certain operations, and we may be unable to adequately control their costs. |
• | Our business and future growth depend substantially on the growth in demand for electric vehicles and batteries for grid energy storage. |
• | We have been, and may in the future be, adversely affected by the global COVID-19 pandemic. |
• | Our projected operating and financial results relies in large part upon assumptions and analyses developed by us. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our projected results. |
• | We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims. |
• | Our systems and data may be subject to intentional disruption, other security incidents, or alleged violations of laws, regulations, or other obligations relating to data handling that could result in liability and adversely impact our reputation and future sales. |
• | Our facilities or operations could be damaged or adversely affected as a result of natural disasters and other catastrophic events. |
• | Any global systemic political, economic and financial crisis (as well as the indirect effects flowing therefrom) could negatively affect our business, results of operations, and financial condition. |
• | From time to time, we may be involved in litigation, regulatory actions or government investigations and inquiries, which could have an adverse impact on our profitability and consolidated financial position. |
• | Loss of any leasehold interests in our tenements could limit our ability to mine these properties or result in significant unanticipated costs. |
• | We are subject to substantial regulation and unfavorable changes to, or failure by us to comply with, these regulations could substantially harm our business and operating results. |
• | We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation. |
• | We are subject to environmental, health and safety requirements which could adversely affect our business, results of operation and reputation. |
• | Our success depends upon our ability to obtain and maintain intellectual property protection for our materials and technologies. |
• | Our inability to protect our confidential information and trade secrets would harm our business and competitive position. |
• | Our patent applications may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with our commercialization of our products |
• | Changes in patent law could diminish the value of patents in general, thereby impairing our ability to protect our technologies and processes. |
• | Our lack of registered trademarks and trade names could potentially harm our business. |
• | We may be unable to obtain intellectual property rights or technology necessary to develop and commercialize our materials and equipment. |
• | We may become involved in lawsuits or other proceedings to protect or enforce our intellectual property, which could be expensive, time-consuming and unsuccessful and have a negative effect on the success of our business. |
• | We may be subject to claims by third parties asserting misappropriation of intellectual property, or claiming ownership of what we regard as our own intellectual property. |
• | Intellectual property rights do not necessarily address all potential threats. |
• | An active U.S. trading market may not develop. |
• | The trading price and volume of the ADSs may be volatile, and purchasers of the ADSs could incur substantial losses. |
• | Future sales of our ordinary shares or the ADSs or the anticipation of future sales could reduce the market price of our ordinary shares or the ADSs. |
• | If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable reports about our business, the price of the ADSs and their trading volume could decline. |
• | We do not currently intend to pay dividends on our securities and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of the ADSs. |
• | The dual listing of our ordinary shares and the ADSs may negatively impact the liquidity and value of the ADSs. |
• | U.S. investors may have difficulty enforcing civil liabilities against our company, our directors or members of senior management and the experts named in this registration statement. |
• | Australian takeover laws may discourage takeover offers being made for us or may discourage the acquisition of a significant position in our ordinary shares or the ADSs. |
• | Our Constitution and Australian laws and regulations applicable to us may differ from those which apply to a U.S. corporation. |
• | Holders of ADSs will not be directly holding our ordinary shares. |
• | Your right as a holder of ADSs to participate in any future preferential subscription rights offering or to elect to receive dividends in ordinary shares may be limited, which may cause dilution to your holdings. |
• | You may not be able to exercise your right to vote the ordinary shares underlying your ADSs. |
• | You may be subject to limitations on the transfer of your ADSs and the withdrawal of the underlying ordinary shares. |
• | ADS holders’ rights to pursue claims is limited by the terms of the deposit agreement. |
• | We and the depositary are entitled to amend the deposit agreement and to change the rights of ADS holders under the terms of such agreement and we may terminate the deposit agreement, without the prior consent of the ADS holders. |
• | ADS holders have limited recourse if we or the depositary fail to meet our respective obligations under the deposit agreement. |
• | As a foreign private issuer, we are exempt from a number of rules under the U.S. securities laws that apply to public companies that are not foreign private issuers. |
• | As a foreign private issuer we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards and these practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards. |
• | We may lose our foreign private issuer status in the future, which could result in significant additional cost and expense. |
• | We are an “emerging growth company” under the JOBS Act and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our ordinary shares and ADSs less attractive to investors. |
• | We will incur significant increased costs as a result of operating as a company with ADSs that are publicly traded in the United States, and our management will be required to devote substantial time to new compliance initiatives. |
• | We identified material weaknesses in our internal control over financial reporting in connection with the preparation of our financial statements for the fiscal year ended June 30, 2021, and we may identify additional material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements. If we fail to implement and maintain an effective system of internal controls to remediate our material weaknesses over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence in our company and the market price of the ADSs may be negatively impacted. |
• | We currently report our financial results under IFRS, which differs in certain significant respect from U.S. generally accepted accounting principles, or U.S. GAAP. |
• | We are subject to risks associated with currency fluctuations, and changes in foreign currency exchange rates could impact our results of operations. |
• | Our ability to utilize our net operating losses to offset future taxable income may be prohibited or subject to certain limitations. |
• | If we are a passive foreign investment company, there could be adverse U.S. federal income tax consequences to U.S. holders. |
• | If a U.S. person is treated as owning at least 10% of our ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences. |
• | Future changes to tax laws could materially adversely affect our company and reduce net returns to our shareholders. |
• | success and timing of facility expansion activities; |
• | customer acceptance of our materials, equipment and services; |
• | competition, including from established and future competitors; |
• | whether we can obtain sufficient capital to expand our manufacturing capabilities and sustain and grow our business; |
• | our ability to manage our growth; |
• | whether we can manage relationships with key suppliers, customers and partners; |
• | cost and availability of electricity to meet operational needs; |
• | our ability to retain existing key management, integrate recent hires and attract, retain and motivate qualified personnel; and |
• | the overall strength and stability of domestic and international economies. |
• | cease selling, incorporating or using products or processes that incorporate or use the challenged intellectual property; |
• | pay substantial damages or other monetary compensation; |
• | obtain a license from the holder of the infringed or violated intellectual property right, which license may not be available on reasonable terms if at all; or |
• | redesign our batteries or other products or processes material to our business in order to avoid infringement or other violation. |
• | others may be able to make products that are similar to ours or utilize similar technology but that are not covered by the claims of the patents that we exclusively license or may own in the future; |
• | we or our future collaborators might not have been the first to make the inventions covered by the issued patents and pending patent applications that we exclusively license or may own in the future; |
• | we or our future collaborators might not have been the first to file patent applications covering certain of our or their inventions; |
• | others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our owned or exclusively licensed intellectual property rights; |
• | it is possible that our pending patent applications or those that we may file in the future, including those that we have licensed, will not result in issued patents; |
• | issued patents to which we hold rights may be held invalid or unenforceable, including as a result of legal challenges by our competitors; |
• | our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in major commercial markets in which we do not have sufficient patent rights to stop such sales; |
• | we may not develop additional proprietary technologies that are patentable; |
• | the patents of others may be asserted against our technologies in a manner that harms our business; and |
• | we may choose not to file a patent application in order to maintain certain trade secrets or know-how, and a third party may subsequently file a patent covering such trade secrets or know-how. |
• | actual or anticipated fluctuations in our or our competitors’ financial condition and operating results; |
• | variations in our financial performance from the expectations of market analysts; |
• | actual or anticipated changes in our growth rate relative to our competitors; |
• | competition from existing products or new products that may emerge; |
• | announcements by us or our competitors of significant business developments, acquisitions or expansion plans, strategic partnerships, joint ventures, collaborations or capital commitments; |
• | adverse results or delays in our or any of our competitors’ products development; |
• | adverse regulatory decisions; |
• | the termination of a strategic alliance or the inability to establish additional strategic alliances; |
• | failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public; |
• | ADS price and volume fluctuations attributable to inconsistent trading volume levels of the ADSs; |
• | price and volume fluctuations in trading of our ordinary shares on the ASX; |
• | short selling or other market manipulation activities; |
• | additions or departures of key management, or scientific or technology personnel; |
• | disruptions in our supply or manufacturing arrangements; |
• | disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain patent and other intellectual property protection for our technologies; |
• | litigation involving our company; |
• | announcement or expectation of additional debt or equity financing efforts; |
• | natural disasters or other calamities or disease outbreaks, such as the COVID-19 pandemic; |
• | sales of ordinary shares or the ADSs by us, our affiliates or our other shareholders; and |
• | general economic and market conditions. |
• | are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith; |
• | are not liable if we are or it is prevented or delayed by law or circumstances beyond our or its control from performing our or its obligations under the deposit agreement; |
• | are not liable if we exercise or it exercises discretion permitted under the deposit agreement; |
• | are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any consequential or punitive damages for any breach of the terms of the deposit agreement; and |
• | may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person. |
• | Limited personnel in our accounting and finance functions have resulted in our inability to establish sufficient segregation of duties across the key business and financial processes of our organization; |
• | Lack of appropriately designed, implemented and documented procedures and controls to allow us to achieve complete, accurate and timely financial reporting, including controls over the preparation and review of account reconciliations and journal entries, and controls over information technology including access and program change management to ensure access to financial data is adequately restricted to appropriate personnel; and |
• | Lack of personnel with the appropriate knowledge and experience related to SEC reporting requirements to enable us to design and maintain an effective financial reporting process. |
Information on the Company |
History and Development of the Company |
Business Overview |
• | Development Technologies: Our primary technology products include Ultra-High Precision Coulometry (“UHPC”) Cyclers for quick, reliable predictions of battery lifetime and Differential Thermal Analysis (“DTA”) to make non-destructive measurements of changes to battery electrolyte composition over time. |
• | R&D Services: Our materials development and characterization, cell design and prototyping, and cell testing services provide our customers with the resources to rapidly accelerate the development and fulfillment of their battery needs. |
• | Dalhousie University – In February 2021, we announced a five-year extension of our sponsorship of Dr. Mark Obrovac’s laboratory at Dalhousie University through the execution of a collaborative research agreement. We have sponsored Dr.Obrovac’s group since 2018 through a Natural Sciences and Engineering Research Council of Canada Alliance Grant. Under the agreement, we have agreed to pay Dalhousie University in quarterly installments and, in exchange, Dr. Obrovac will provide us with his reasonable efforts and expertise, a research team and assignment or transfer of patents for intellectual property created as a result of the research. We have filed six patent applications covering technology developed as a result of our collaboration with the university. Additionally, we have, and have exercised and will continue to exercise, first rights to all intellectual property developed through this partnership, with no royalty obligations. The agreement may be terminated by 90 days’ written notice of either us or Dr. Obrovac’s group, however, in that event, we would retain all rights with respect to any and all intellectual property and research results generated by performance of the research services in the metal-ion battery chemistries and metal-ion battery materials field then in existence. |
• | Emera Technologies – In February 2021, we began partnering with Emera Technologies to develop residential battery pack systems to support microgrids that, if successfully produced, will provide solar power directly to homes. Over the past year, our teams collaborated pursuant to a design services agreement to design a battery pack including innovative designs, custom manufacturing and control systems to support Emera Technologies’ BlockEnergy microgrid currently being implemented in a new residential community in the United States. Pursuant to a memorandum of understanding, we are seeking to work together with Emera Technologies in connection with the potential manufacture and delivery of residential energy storage systems in the next 12-18 months. Under our memorandum of understanding, subject to Emera’s agreement, we intend to form a new entity that is jointly owned by us and Emera Technologies. We would be primarily responsible for performing design services in respect of the design of the battery block system, including the production of prototypes and the testing thereof. The memorandum of understanding will expire no later than June 2023, and may be terminated earlier by mutual written agreement. Under the memorandum of understanding, Emera would have first right to purchase all battery systems produced by the new entity. We believe that our collaboration with Emera Technologies offers the potential for new future opportunities across North America. |
• | Harper International Corporation – In December 2020, we entered into a strategic, non-assignable, agreement with Harper to develop specialized furnace technology intended to enhance our synthetic graphite manufacturing process. Through this agreement, Harper has developed, and will continue to develop, systems that are exclusive to NOVONIX in the battery-ion field in exchange for us purchasing at least one system per year. This agreement may be terminated by mutual written agreement at any time or in the case of a breach by Harper, and will automatically terminate 18 months after our last purchase of a furnace from Harper. We may choose to employ different technology under the agreement, however Harper retains the right of first offer to supply a similar offering at a reasonably competitive performance, pricing and delivery. |
• | SANYO Electric (a Panasonic Company) – Following positive testing results of our NOVONIX Anode Material’s premium synthetic graphite, in October 2019, we entered into a non-binding memorandum of understanding with SANYO Electric, one of the leading manufacturers of lithium-ion batteries for a variety of applications, including electric vehicles and energy storage systems, to investigate the opportunity to supply NOVONIX anode materials for use in lithium-ion battery manufacturing. We have agreed to scale production of graphite anode material at our manufacturing facilities in Tennessee and SANYO Electric has agreed to analyze samples and provide us with feedback in furtherance of a good faith effort in reaching a deal to supply our product to SANYO Electric or its affiliates for use in lithium-ion battery manufacturing. Through the June 2021 quarter, NOVONIX has produced anode materials using the Generation 2 furnace system to support next steps in customer qualification programs. As of July 2021, the first mass production materials from the Generation 2 furnace system have been shipped to SANYO Electric for qualification. |
• | Samsung SDI – In December 2019, we entered into a non-binding memorandum of understanding to agree to supply lithium-ion battery anode material to Samsung SDI, an international manufacturer of lithium-ion batteries. As part of our memorandum of understanding, we agreed with Samsung SDI to collaborate on future NOVONIX materials and techniques. |
• | KORE Power – In January 2022, we entered into a non-binding letter of intent to enter into investment and supply agreements with KORE Power. Pending board approvals of both companies and the execution of definitive documentation, we will acquire an approximately 5% stake in KORE Power and will be the exclusive supplier of graphite anode materials in support of KORE Power’s battery manufacturing operations in the U.S. |
1. | Producers of raw battery materials from earth minerals and chemicals |
2. | Battery material processors and refiners such as nickel refiners, spherical natural graphite producers, and producers of lithium hydroxide and carbonate |
3. | Specialty battery materials producers that use the refined battery material inputs to produce anode, cathode, and electrolyte material for use in battery cells |
4. | Manufacturers of battery cells and battery pack systems |
5. | End-users such as EVs and energy storage units |
• | Longer Life Batteries. We believe that the use of NOVONIX’s synthetic graphite leads to longer life batteries which therefore generate less overall waste in recycling or disposal due to the longer service life the batteries. |
• | Higher Energy Efficiency. Improvements in process technology demonstrated by NOVONIX Anode Materials as well as through NOVONIX’s SCC technology have the opportunity to reduce the amount of energy required to produce key battery materials. NOVONIX’s proprietary graphitization furnace technology were developed with the objective of being the highest efficiency graphitization technology. |
• | Reduced Chemical Usage. NOVONIX Anode Materials uses no chemical purification so there are no risks of harmful chemical leaks, spills or exposure as well as no required harmful chemical disposal requirements. Additionally, NOVONIX’s SCC technology is a dry process, not utilizing chemicals that would typically need to be reclaimed after processing. |
• | Reduced Waste Generation. NOVONIX is focused on high yield technologies to produce key battery materials. NOVONIX’s DPMG technology can allow for the manufacturing of both anode and cathode materials with virtually 100% yield with the potential to have zero no solid waste generation. NOVONIX’s SCC technology does not create any waste-water which is commonly produced in current high-nickel cathode manufacturing processes. |
• | Cleaner Power Inputs. NOVONIX is focused on sourcing power for its manufacturing from clean source of energy generation. As such, our current location in the Tennessee Valley Authority has an electrical grid make-up which is over 50% non-carbon producing sources of energy including Nuclear, Hydro, Wind and Solar. |
Organizational Structure |
Property, Plants, and Equipment |
| | As at June 30, 2021 | | | As at June 30, 2021 | |
Asset category | | | Net book value A$ | | | Net book value US$ |
Land | | | 1,053,875.00 | | | 790,011.24 |
Buildings | | | 6,057,545.00 | | | 4,540,888.31 |
Leasehold Improvements | | | 527,411.00 | | | 395,360.57 |
Plants and Equipment | | | 6,186,323.00 | | | 4,637,423.54 |
Construction WIP | | | 17,753,291.00 | | | 13,308,314.09 |
Total tangible fixed assets | | | 31,578,445.00 | | | 23,671,997.75 |
Unresolved Staff Comments |
Operating and Financial Review and Prospects |
Operating Results |
• | When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or |
• | When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. |
| | Year Ended June 30 | ||||
| | 2021 A$ | | | 2020 A$ | |
Continuing operations | | | | | ||
Revenue from contracts with customers | | | 5,227,347 | | | 4,253,435 |
Cost of goods sold (exclusive of depreciation presented separately) | | | (969,774) | | | (1,245,187) |
Administrative and other expenses | | | (3,945,829) | | | (2,739,398) |
Borrowing costs | | | (229,394) | | | (5,330,961) |
Impairment losses | | | (2,764,940) | | | — |
Depreciation and amortization expenses | | | (1,697,754) | | | (1,380,303) |
Marketing and project development costs | | | (2,809,984) | | | (2,423,546) |
Share based compensation | | | (5,948,532) | | | (7,558,953) |
Employee benefits expense | | | (5,837,926) | | | (4,072,223) |
Share of net losses of joint ventures | | | — | | | — |
Foreign currency gain/(loss) | | | (83,943) | | | (376,267) |
Other income | | | 984,652 | | | 844,877 |
Loss before income tax expense | | | (18,076,077) | | | (20,028,526) |
Income tax (expense)/benefit | | | — | | | — |
Loss from continuing operations | | | (18,076,077) | | | (20,028,526) |
Other comprehensive income for the year, net of tax | | | | | ||
Items that may be reclassified to profit or loss | | | | | ||
Foreign exchange differences on translation of foreign operations | | | (2,101,097) | | | 550,243 |
Total comprehensive loss for the year | | | (20,177,174) | | | (19,478,283) |
| | Cents | | | Cents | |
Earnings/(loss) per share from continuing operations attributable to the ordinary equity holders of NOVONIX: | | | | | ||
Basic earnings/(loss) per share | | | (4.9 cents) | | | (14.7 cents) |
Diluted earnings/(loss) per share | | | (4.9 cents) | | | (14.7 cents) |
Year Ended June 30, 2021 | | | Graphite Mining and exploration A$ | | | Battery Technology A$ | | | Battery Materials A$ | | | Total A$ |
Hardware sales | | | — | | | 1,405,086 | | | — | | | 1,405,086 |
Consulting sales | | | — | | | 3,822,261 | | | — | | | 3,822,261 |
Revenue from external customers | | | — | | | 5,227,347 | | | — | | | 5,227,347 |
Timing of revenue recognition | | | | | 1,405,086 | | | | | 1,405,086 | ||
At a point in time | | | — | | | 3,822,261 | | | — | | | 3,822,261 |
Over time | | | — | | | 5,227,347 | | | — | | | 5,227,347 |
Year Ended June 30, 2020 | | | Graphite Mining and exploration A$ | | | Battery Technology A$ | | | Battery Materials A$ | | | Total A$ |
Hardware sales | | | — | | | 2,113,416 | | | — | | | 2,113,416 |
Consulting sales | | | — | | | 2,140,019 | | | — | | | 2,140,019 |
Revenue from external customers | | | — | | | 4,253,435 | | | — | | | 4,253,435 |
Timing of revenue recognition | | | — | | | 2,113,416 | | | — | | | 2,113,416 |
At a point in time | | | — | | | 2,140,019 | | | — | | | 2,140,019 |
Over time | | | — | | | 4,253,435 | | | — | | | 4,253,435 |
| | Consolidated | ||||
| | Year Ended June 30 | ||||
| | 2021 A$ | | | 2020 A$ | |
Fixed assets | | | 2,764,940 | | | — |
| | Consolidated | ||||
| | Year Ended June 30 | ||||
| | 2021 A$ | | | 2020 A$ | |
Share based payments expense | | | | | ||
Performance rights granted | | | 2,952,676 | | | 78,362 |
Options granted | | | 2,995,856 | | | 6,291,510 |
Options cancelled | | | — | | | 1,189,081 |
Total share based compensation expense | | | 5,948,532 | | | 7,558,953 |
| | Year Ended June 30 | ||||
| | 2020 A$ | | | 2019 A$ | |
Continuing operations | | | | | ||
Revenue from contracts with customers | | | 4,253,435 | | | 1,817,049 |
Cost of goods sold (exclusive of depreciation presented separately) | | | (1,245,187) | | | (741,280) |
Administrative and other expenses | | | (2,739,398) | | | (1,671,006) |
Borrowing costs | | | (5,330,961) | | | (1,565,032) |
Impairment losses | | | — | | | (15,918,925) |
Depreciation and amortization expenses | | | (1,380,303) | | | (494,948) |
Marketing and project development costs | | | (2,423,546) | | | (1,560,551) |
Share based compensation | | | (7,558,953) | | | (6,673,510) |
Employee benefits expense | | | (4,072,223) | | | (2,104,176) |
Foreign currency (loss)/gain | | | (376,267) | | | 134,109 |
Share of net losses of joint ventures | | | — | | | (751,981) |
Other income | | | 844,877 | | | 3,024,684 |
Loss before income tax expense | | | (20,028,526) | | | (26,505,567) |
Income tax (expense) benefit | | | — | | | 383,655 |
Loss from continuing operations | | | (20,028,526) | | | (26,121,912) |
Other comprehensive income for the year, net of tax | | | | | ||
Items that may be reclassified to profit or loss | | | | | ||
Foreign exchange differences on translation of foreign operations | | | 550,243 | | | 809,396 |
Total comprehensive loss for the year | | | (19,478,283) | | | (25,312,516) |
| | Cents | | | Cents | |
Earnings/(loss) per share from continuing operations attributable to the ordinary equity holders of NOVONIX: | | | | | ||
Basic earnings/(loss) per share | | | (14.7 cents) | | | (21.2 cents) |
Diluted earnings/(loss) per share | | | (14.7 cents) | | | (21.2 cents) |
Year Ended June 30, 2020 | | | Graphite Mining and exploration A$ | | | Battery Technology A$ | | | Battery Materials A$ | | | Total A$ |
Hardware sales | | | — | | | 2,113,416 | | | — | | | 2,113,416 |
Consulting sales | | | — | | | 2,140,019 | | | — | | | 2,140,019 |
Revenue from external customers | | | — | | | 4,253,435 | | | — | | | 4,253,435 |
Timing of revenue recognition | | | | | | | | | ||||
At a point in time | | | — | | | 2,113,416 | | | — | | | 2,113,416 |
Over time | | | — | | | 2,140,019 | | | — | | | 2,140,019 |
| | — | | | 4,253,435 | | | — | | | 4,253,435 |
2019 | | | Graphite Mining and exploration A$ | | | Battery Technology A$ | | | Battery Materials A$ | | | Total A$ |
Hardware sales | | | — | | | 1,461,266 | | | — | | | 1,461,266 |
Consulting sales | | | — | | | 355,783 | | | — | | | 355,783 |
Revenue from external customers | | | — | | | 1,817,049 | | | — | | | 1,817,049 |
Timing of revenue recognition | | | | | | | | | ||||
At a point in time | | | — | | | 1,461,266 | | | — | | | 1,461,266 |
Over time | | | — | | | 355,783 | | | — | | | 355,783 |
| | — | | | 1,817,049 | | | — | | | 1,817,049 |
| | Consolidated | ||||
| | Year Ended June 30 | ||||
| | 2020 A$ | | | 2019 A$ | |
Exploration and evaluation assets | | | — | | | 10,667,897 |
Goodwill | | | — | | | 4,812,127 |
Identified intangibles - Brand Name | | | — | | | 374,126 |
Identified intangibles - Technology | | | — | | | 64,775 |
Total Impairment Losses | | | — | | | 15,918,925 |
| | Consolidated | ||||
| | Year Ended June 30 | ||||
| | 2020 A$ | | | 2019 A$ | |
Share based payments expense | | | | | ||
Performance rights granted | | | 78,362 | | | 39,025 |
Options granted | | | 6,291,510 | | | 6,634,485 |
Options cancelled | | | 1,189,081 | | | — |
Total share based compensation expense | | | 7,558,953 | | | 6,673,510 |
Liquidity and Capital Resources |
Contractual maturities of financial liabilities | | | Less than 6 months | | | 6 – 12 months | | | Between 1 and 2 years | | | Between 2 and 5 years | | | Over 5 years | | | Total contractual cash flows | | | Carrying amount |
At June 30, 2021 | | | A$ | | | A$ | | | A$ | | | A$ | | | A$ | | | A$ | | | A$ |
Trade payables | | | 4,356,556 | | | — | | | — | | | — | | | — | | | 4,356,556 | | | 4,356,556 |
Lease liabilities | | | 360,437 | | | 361,014 | | | 742,275 | | | 2,292,090 | | | 6,048,571 | | | 9,804,386 | | | 7,531,188 |
Borrowings | | | 185,059 | | | 212,961 | | | 649,094 | | | 1,929,055 | | | 5,307,377 | | | 8,283,546 | | | 6,263,625 |
Total non-derivatives | | | 4,902,051 | | | 573,975 | | | 1,391,369 | | | 4,221,145 | | | 11,355,948 | | | 22,444,488 | | | 18,151,369 |
• | the initiation, progress, timing, and costs associated with our planned capacity expansion, including but not limited to onboarding and training production operators, installation of production equipment, and installation and commissioning of required supporting building and equipment infrastructure; |
• | costs associated with expanding our organization, including our management infrastructure; |
• | selling and marketing activities undertaken in connection with the commercialization of our synthetic graphite product; and |
• | the costs of operating as a public listed company in both Australia and the United States. |
| | Consolidated | |||||||
| | Year Ended June 30, | |||||||
| | 2021 A$ | | | 2020 A$ | | | 2019 A$ | |
Net cash outflow from operating activities | | | (8,172,064) | | | (5,593,517) | | | (4,000,087) |
Net cash outflow from investing activities | | | (26,416,355) | | | (5,502,012) | | | (7,353,929) |
Net cash inflow from financing activities | | | 132,692,546 | | | 44,001,975 | | | 16,860,740 |
Net increase in cash and cash equivalents | | | 98,104,127 | | | 32,906,446 | | | 5,506,724 |
Effects of foreign currency | | | (247,813) | | | (153,448) | | | 182,348 |
Cash and cash equivalents at the beginning of the year | | | 38,807,662 | | | 6,054,664 | | | 365,592 |
Cash and cash equivalents at the end of the year | | | 136,663,976 | | | 38,807,662 | | | 6,054,664 |
• | exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, in the assessment of our internal controls over financial reporting; and |
• | (i) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (ii) exemptions from the requirements of holding a non-binding advisory vote on executive compensation, including golden parachute compensation. |
• | Limited personnel in our accounting and finance functions have resulted in our inability to establish sufficient segregation of duties across the key business and financial processes of our organization; |
• | Lack of appropriately designed, implemented and documented procedures and controls to allow us to achieve complete, accurate and timely financial reporting, including controls over the preparation and review of account reconciliations and journal entries, and controls over information technology including access and program change management to ensure access to financial data is adequately restricted to appropriate personnel; and |
• | Lack of personnel with the appropriate knowledge and experience related to SEC reporting requirements to enable us to design and maintain an effective financial reporting process. |
Research and Development, Patents and Licenses, Etc. |
Trend Information |
Critical Accounting Estimates |
Directors, Senior Management and Employees |
Directors and Senior Management |
Name | | | Age | | | Position |
Senior Management | | | | | ||
Christopher Burns | | | 34 | | | Chief Executive Officer |
Nicholas Liveris | | | 37 | | | Chief Financial Officer |
Jeff Dahn | | | 64 | | | Chief Scientific Advisor |
Rashda Buttar | | | 52 | | | Senior Vice President & General Counsel |
Non-executive Directors | | | | | ||
Anthony Bellas | | | 67 | | | Deputy Chairman and Non-executive Director |
Robert Cooper | | | 51 | | | Non-executive Director |
Zhanna Golodryga(1) | | | 66 | | | Non-executive Director |
Andrew Liveris | | | 67 | | | Non-executive Director |
Robert Natter | | | 76 | | | Chairman and Non-executive Director |
Trevor St Baker | | | 81 | | | Non-executive Director |
(1) | Ms. Golodryga was nominated in October 2021 by Phillips 66 as part of the consummation of the Phillips 66 Transaction, which granted Phillips 66 the right to appoint one member to the Company’s Board of Directors. She was elected by the Company’s shareholders on November 30, 2021. |
Compensation |
• | Annual base salary of US$646,800 (in the case of our Chief Executive Officer), US$400,000 (in the case of our Chief Financial Officer) and US$361,500 (in the case of our Senior Vice President & General Counsel), which is to be reviewed annually by our board of directors; |
• | Annual bonus of up to 100% of base salary (in the case of our Chief Executive Officer and Chief Financial Officer) and up to 50% of base salary (in the case of our Senior Vice President & General Counsel) (which may be increased or decreased in extraordinary circumstances, in the complete discretion of the board of directors), based on the achievement of key performance indicators approved by the board of directors; and |
• | Annual long-term incentive opportunity with a target value based on a number of shares with a value of US$1,796,000 (in the case of our Chief Executive Officer), US$526,900 (in the case of our Chief |
Name | | | Salary (A$) | | | Short- Term Incentive (A$) | | | Long-Term Incentive (A$) | | | Termination benefits (A$) | | | Discretionary payments (A$) | | | Superannuation (A$) | | | Total (A$) |
Executive Directors | | | | | | | | | | | | | | | |||||||
Philip St. Baker(1) | | | 22,951 | | | — | | | — | | | 75,000 | | | — | | | 1,536 | | | 99,487 |
Robert Natter(4) | | | 163,194 | | | — | | | — | | | — | | | 50,000 | | | — | | | 213,194 |
Other Senior Management | | | | | | | | | | | | | | | |||||||
Christopher Burns | | | 365,560 | | | 210,000 | | | 1,590,000 | | | — | | | 100,000 | | | — | | | 2,165,560 |
Nicholas Liveris | | | 299,433 | | | 192,000 | | | 795,000 | | | — | | | 100,000 | | | — | | | 1,286,433 |
Rashda Buttar(3) | | | 61,962 | | | 22,700 | | | — | | | — | | | — | | | — | | | 84,662 |
Non-Executive Directors | | | | | | | | | | | | | | | |||||||
Anthony Bellas(5) | | | 71,005 | | | — | | | — | | | — | | | 50,000 | | | 6,714 | | | 127,719 |
Gregory Baynton(2) | | | 60,300 | | | — | | | — | | | — | | | — | | | 5,729 | | | 66,029 |
Robert Cooper | | | 71,005 | | | — | | | — | | | — | | | — | | | 6,745 | | | 77,750 |
Andrew Liveris | | | 51,005 | | | — | | | — | | | — | | | — | | | 4,845 | | | 55,850 |
Trevor St Baker | | | 39,245 | | | — | | | — | | | — | | | — | | | 3,728 | | | 42,973 |
(1) | Mr. Philip St. Baker ceased serving as our Managing Director effective September 23, 2020. |
(2) | Mr. Baynton ceased serving as an Executive Director effective September 30, 2020 and a non-executive director effective November 30, 2021. |
(3) | Ms. Buttar was appointed to the position of Senior Vice President and General Counsel on April 22, 2021. |
(4) | Admiral Natter became our Executive Director effective September 23, 2020 and a Non-Executive Director and our Chairman effective November 30, 2021. |
(5) | Mr. Bellas served as the Company’s Chairman until November 30, 2021. Mr. Bellas currently serves as the Company’s Deputy Chairman. |
Board Practices |
• | there will be a minimum of three directors, half of our directors should be non-executive directors, and, unless shareholders in a general meeting resolve otherwise, there will be a maximum of 12 directors. The appointment of an alternate director does not count towards the total number of directors. Within those limits, our board of directors may determine the number of directors to serve on our board at any one time; |
• | the majority of our board of directors should be (but is not required to be) independent, as recommended by recommendation 2.4 of the ASX Corporate Governance Principles and Recommendations, which differs from the independence standards under Nasdaq corporate governance listing standards; |
• | our board of directors has the power to appoint any person to be a director, either to fill a vacancy or as an additional director (provided that the total number of directors does not exceed the maximum number of directors permitted), and any director so appointed will hold office until the end of the next annual general meeting when he or she must go for re-election by way of ordinary resolution; |
• | a director may, with the approval of a majority of the board of directors, appoint a person to be that director’s alternate director for any period that director decides, whom in the appointing directors absence may exercise any power that the appointer may exercise and attend and vote in place of or on behalf of the appointing director, and will hold office until the office of the appointing director is vacated or the alternate director’s appointment is terminated or suspended by a majority of the board of directors; and |
• | our board of directors should, collectively, have a broad range of experience, expertise, skills and contacts relevant to the Group and its business. |
• | providing leadership and setting the strategic objectives of the Group; |
• | determining the board’s composition, including appointment and retirement or removal of the Chairman and Deputy Chairman (if applicable); |
• | oversight of the Group (including its control and accountability systems); |
• | appointing and removing the Chief Executive Officer or equivalent; |
• | where appropriate, ratifying the appointment and the removal of senior executives of the Company; |
• | reviewing, ratifying and monitoring the risk management framework and setting the risk appetite within which the board expects management to operate; |
• | approving and formulating company strategy and policy, monitoring senior executive’s implementation of strategy; |
• | approving and monitoring operating budgets and major capital expenditure |
• | overseeing the integrity of the Group’s accounting and corporate reporting systems, including the external audit; |
• | monitoring industry developments relevant to the Group and its business; |
• | developing suitable key indicators of financial performance for the Group and its business; |
• | overseeing the Group’s corporate strategy and performance objectives developed by management; |
• | overseeing the Group’s compliance with its continuous disclosure obligations; |
• | approving the Group’s remuneration framework; |
• | monitoring the overall corporate governance of the Group (including its strategic direction and goals for management, and the achievement of these goals); and |
• | oversight of committees of the board. |
• | monitoring the establishment of an appropriate internal control framework, including information systems, and its operation and considering enhancements; |
• | assessing corporate risk (including economic, environmental and social sustainability risks) and compliance with internal controls; |
• | overseeing business continuity planning and risk mitigation arrangements; |
• | assessing the objectivity and performance of the internal audit function and considering enhancements; |
• | reviewing reports on any material misappropriation, frauds and thefts from the Group; |
• | reviewing reports on the adequacy of insurance coverage; |
• | monitoring compliance with relevant legislative and regulatory requirements (including continuous disclosure obligations) and declarations by the committee secretary in relation to those requirements; |
• | reviewing material transactions which are not a normal part of the Group’s business; |
• | reviewing the nomination, performance and independence of the external auditors, including recommendations to the board for the appointment or removal of any external auditor and the rotation of the audit engagement partner; |
• | liaising with the external auditors and monitoring the conduct, scope and adequacy of the annual external audit; |
• | reviewing management corporate reporting processes supporting external reporting, including the appropriateness of the accounting judgments or choices made by management in preparing the financial reports and statements; |
• | reviewing financial statements and other financial information distributed externally, including considering whether the financial statements reflect the understanding of the ARM Committee and otherwise provide a true and fair view of the financial position and performance of the Group; |
• | preparing and recommending for approval by the Board the corporate governance statement for inclusion in the annual report or any other public document; |
• | reviewing external audit reports and monitoring, where major deficiencies or breakdowns in controls or procedures have been identified, remedial action taken by management; |
• | reviewing any proposal for the external auditor to provide non-audit services and whether it might compromise the independence of the external auditor; and |
• | reviewing and monitoring compliance with the Code of Conduct. |
• | reviewing and evaluating relevant market practices and trends for remuneration relevant to the Group; |
• | reviewing and making recommendations to our board of directors for our remuneration practices, policies and framework, including in relation to equity-based remuneration plans and superannuation arrangements and the allocation of the directors’ fee pool; |
• | overseeing the performance and reviewing and making recommendations to our board of directors for the remuneration packages of our senior management and non-executive directors; |
• | preparing for our board of directors any report that may be required under applicable legal or regulatory requirements about remuneration matters and reviewing our reporting and disclosure practices in relation to the remuneration of our senior management and non-executive directors; and |
• | reviewing, making recommendations to our board of directors on remuneration by gender and other diversity criteria, reporting to our board of directors as necessary to facilitate compliance with our diversity policy, and reviewing and reporting to the board, at least annually, on the proportion of women and men in the workforce at all levels of the Group, and their relative levels of remuneration. |
• | We expect to rely on an exemption from the requirements that a majority of our directors be independent. The ASX Listing Rules and the Corporations Act do not have such a requirement, although it is recommended. |
• | We expect to rely on an exemption from the requirement that our independent directors meet regularly in executive sessions under Nasdaq listing rules. The ASX Listing Rules and the Corporations Act do not require the independent directors of an Australian company to have such executive sessions. |
• | We expect to rely on an exemption from the quorum requirements applicable to meetings of shareholders under Nasdaq listing rules. In compliance with Australian law, our Constitution provides that two shareholders present, in person or by proxy, attorney or a representative, shall constitute a quorum for a general meeting. Nasdaq listing rules require that an issuer provide for a quorum as specified in its by-laws for any meeting of the holders of ordinary shares, which quorum may not be less than 33 1/3% of the outstanding voting ordinary shares. |
• | We expect to follow applicable Australian law and the ASX Listing Rules regarding prior shareholder approval in lieu of the requirement prescribed by Nasdaq listing rules that issuers obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, private placements of securities, or the establishment or amendment of certain stock option, purchase or other compensation plans. Applicable Australian law and the ASX Listing Rules differ from Nasdaq requirements, with the ASX Listing Rules requiring prior shareholder approval for issuance of equity securities in a number of circumstances, including (i) issuance of equity securities exceeding 15% of our issued share capital in any 12-month period (but, in determining the 15% limit, securities issued under certain exceptions to the rule or with shareholder approval are not counted), (ii) subject to certain exceptions, issuance of equity securities to related parties (as defined in the ASX Listing Rules) and (iii) issuances of securities to directors or their associates under an employee incentive plan. |
• | We expect to maintain a Remuneration Committee, but certain members may be non-independent directors; however, we do not expect to maintain a Nominating and Corporate Governance Committee. The ASX Listing Rules and the Corporations Act do not require the establishment of a Remuneration Committee or a Nominating and Corporate Governance Committee, and if established, do not require all members to be independent directors. |
Employees |
Share Ownership |
• | each member of our senior management; |
• | each of our directors; and |
• | all of our directors and senior management as a group. |
Name of Beneficial Owner | | | Number of Ordinary Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned |
Mr. & Mrs. Trevor C. St. Baker(1) | | | 64,222,832 | | | 13.3% |
Mr. Gregory AJ Baynton(2) | | | 25,290,019 | | | 5.2% |
Mr. Andrew Liveris(3) | | | 13,632,794 | | | 2.8% |
Dr. Christopher Burns(4) | | | 3,856,936 | | | * |
Admiral Robert J Natter(5) | | | 3,025,258 | | | * |
Mr. Anthony G Bellas(6) | | | 2,146,374 | | | * |
Mr. Nicholas Liveris(7) | | | 1,400,000 | | | * |
Mr. Robert Cooper(8) | | | 786,612 | | | * |
All directors and senior management as a group (11 persons) | | | 114,360,825 | | | 23.7% |
* | Represents beneficial ownership of less than 1%. |
(1) | Consists of 60,084,901 ordinary shares held by St Baker Energy Holdings Pty Ltd as trustee for the St Baker Energy Innovation Trust, an entity Mr. Trevor St Baker, a member of our board of directors, controls. It also includes 4,137,931 ordinary shares issued on May 11, 2021. |
(2) | Consists of 24,828,494 ordinary shares held by Allegro Capital Nominees Pty Ltd, 428,192 ordinary shares held by Intercontinental Pty Ltd and 33,333 ordinary shares held by Baynton Brothers Pty Ltd, all of which are entities that are controlled by Gregory Baynton, a former member of our board of directors. Mr. Baynton ceased serving as a non-executive director effective November 30, 2021. |
(3) | Consists of 4,132,794 ordinary shares held by Mutual Trust Pty Ltd, an entity that manages the investment of Mr. Andrew Liveris, a member of our board of directors, in the Company and 5,000,000 ordinary shares held by Mr. Andrew Liveris beneficially. It also includes 4,500,000 ordinary shares issuable upon exercise of vested options. |
(4) | Consists of 3,356,936 ordinary shares held beneficially by Dr. Christopher Burns, our Chief Executive Officer. It also includes 500,000 ordinary shares issuable upon exercise of vested options. |
(5) | Consists of 1,501,724 ordinary shares held by HSBC Custody Nominees (Australia) Limited, an entity that manages the investment of Admiral Robert Natter, a member and Chairman of our board of directors, in the Company and 523,534 ordinary shares by Admiral Robert Natter beneficially. It also includes 1,000,000 ordinary shares issuable upon exercise of vested options. |
(6) | Consists of 2,077,551 ordinary shares held by Loch Explorations Pty Ltd, and 68,823 ordinary shares held by AG Bellas Super Pty Ltd, entities which a member and Deputy Chairman of our board of directors, Mr. Anthony Bellas, controls. |
(7) | Consists of 900,000 ordinary shares held beneficially by Mr. Nicholas Liveris, our Chief Financial Officer. It also includes 500,000 ordinary shares issuable upon exercise of vested options. |
(8) | Consists of 586,612 ordinary shares held beneficially by Mr. Robert Cooper, a member of our board of directors. It also includes 200,000 ordinary shares issuable upon exercise of vested options. |
Major Shareholders and Related Party Transactions |
Major Shareholders |
Name of Beneficial Owner | | | Number of Ordinary Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned |
Phillips 66 Company(1) | | | 77,962,578 | | | 16.2% |
Mr. & Mrs. Trevor C. St. Baker(2) | | | 64,222,832 | | | 13.3% |
Mr. Gregory AJ Baynton(3) | | | 25,290,019 | | | 5.2% |
(1) | In September 2021, we consummated a transaction with Phillips 66 pursuant to which Phillips 66 acquired 77,962,578 ordinary shares, representing approximately 16.2% of our outstanding ordinary shares as of September 30, 2021, for an aggregate purchase price of US$150 million. See “Business – Recent Developments” |
(2) | Consists of 60,084,901 ordinary shares held by St Baker Energy Holdings Pty Ltd as trustee for the St Baker Energy Innovation Trust, an entity Mr. Trevor St Baker, a member of our board of directors, controls. It also includes 4,137,931 ordinary shares issued on May 11, 2021. |
(3) | Consists of 24,828,494 ordinary shares held by Allegro Capital Nominees Pty Ltd, 428,192 ordinary shares held by Intercontinental Pty Ltd and 33,333 ordinary shares held by Baynton Brothers Pty Ltd, all of which are entities that are controlled by Gregory Baynton, a former member of our board of directors. Mr. Baynton ceased serving as a non-executive director effective November 30, 2021. |
Related Party Transactions |
• | The Group entered into a separation agreement with Philip St Baker following his resignation on 23 September 2020, which included the settlement of a $1,500,000 limited recourse loan. |
• | A$4,000,000 in unsecured loan notes were issued to the St Baker Energy Innovation Fund, a related party of Mr. Trevor St Baker. Prior to the issue of the loan notes, the St Baker Energy Innovation Fund provided the Company with a A$4,000,000 short-term unsecured loan bearing interest at a rate of 10%. Following shareholder approval on July 31, 2019, for the loan notes, the short-term loan was converted to loan notes. These loan notes were repaid in connection with the June 2020 Capital Raise Transaction described below. |
• | the Group entered into a short-term loan agreement with the St Baker Energy Innovation Fund for A$3,400,000. This loan was repaid in connection with the June 2020 Capital Raise Transaction described below. |
• | the Group entered into short-term loan agreements with directors totaling A$3,148,960. These loans were repaid in connection with the June 2020 Capital Raise Transaction described below. |
• | at a General Meeting of Shareholders held on June 30, 2020, shareholders approved the issue of 67,085,100 fully paid ordinary shares to the St Baker Energy Innovation Fund at an issue price of A$0.29 per share raising A$19,454,679 (the “June 2020 Capital Raise Transaction”). The consideration for the ordinary shares received consisted of cash and the retirement of both convertible loan notes and short-term loans owing. Details of the June 2020 Capital Raise Transaction are set out in the table below: |
| | Face value of loan notes and balance of short-term loan A$ | | | Interest accrued A$ | | | Placement proceeds A$ | | | Total A$ | | | Shares issued (Number) | |
Loan notes redeemed | | | 10,000,000 | | | 1,187,397 | | | — | | | 11,187,397 | | | 38,577,232 |
Short-term loan repaid | | | 3,400,000 | | | 131,575 | | | — | | | 3,531,575 | | | 12,177,845 |
Placement proceeds | | | — | | | — | | | 4,735,707 | | | 4,735,707 | | | 16,330,023 |
Total | | | 13,400,000 | | | 1,318,972 | | | 4,735,707 | | | 19,454,679 | | | 67,085,100 |
Interests of experts and counsel |
Financial Information |
Consolidated Financial Statements and Other Financial Information |
Significant Changes |
The Listing |
Listing Details |
Plan of Distribution |
Markets |
Selling Shareholders |
Dilution |
Expenses of the Issue |
Additional Information |
Share Capital |
• | 10,750,000 ordinary shares issued upon exercise of options by directors and executives; |
• | 1,896,666 ordinary shares issued upon exercise of other options; |
• | 3,158,865 ordinary shares issued upon exercise of KMP performance rights; |
• | 400,000 ordinary shares issued upon exercise of non-KMP performance rights; |
• | 259,585,759 ordinary shares issued in connection with capital raising transactions; |
• | 5,672,414 ordinary shares issued to Mr. Trevor St Baker, Mr. Andrew Liveris nominees, Admiral Robert Natter and Mr. Robert Cooper (or entities affiliated with them); and |
• | 77,962,578 ordinary shares issued to Phillips 66. |
Memorandum and Articles of Association |
• | identifying that director, the nature and extent of the director’s interest in the matter and its relation to our affairs; and |
• | stating that those directors are satisfied that the interest should not disqualify the director from voting or being present. |
• | subject to the requirements under the Corporations Act described above, participate in and vote on that matter; |
• | be counted in determining whether a quorum is present at any directors’ meeting considering that matter, provided they are entitled to vote on at least one of the resolutions to be proposed at that meeting; |
• | execute any document relating to that matter; and |
• | provided their interest has been disclosed (where required by Australian law) prior to the relevant transaction being entered into, retain the benefits under any transaction that relates to the interest. |
• | the company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend; |
• | the payment of the dividend is fair and reasonable to the company’s shareholders as a whole; and |
• | the payment of the dividend does not materially prejudice the company’s ability to pay its creditors. |
• | a special resolution passed at a meeting of members holding shares in the class; or |
• | the written consent of members with at least 75% of the votes in the class. |
• | is the holder of the securities (other than if the person holds those securities as a bare trustee); |
• | has power to exercise, or control the exercise of, a right to vote attached to the securities; or |
• | has the power to dispose of, or control the exercise of a power to dispose of, the securities. |
• | a person has a relevant interest in issued securities; and |
• | the person (whether before or after acquiring the relevant interest) has: |
○ | entered or enters into an agreement with another person with respect to the securities; |
○ | given or gives another person an enforceable right, or has been or is given an enforceable right by another person, in relation to the securities (whether the right is enforceable presently or in the future and whether or not on the fulfillment of a condition); or |
○ | granted or grants an option to, or has been or is granted an option by, another person with respect to the securities; and |
• | the other person would have a relevant interest in the securities if the agreement were performed, the right enforced or the option exercised, |
• | when the acquisition results from the acceptance of an offer under a formal takeover bid; |
• | when the acquisition is conducted on market by or on behalf of the bidder during the bid period for a full takeover bid that is unconditional or only conditional on certain ‘prescribed’ matters set out in the Corporations Act; |
• | when the acquisition has been previously approved by our shareholders by resolution passed in a general meeting; |
• | an acquisition by a person if, throughout the six months before the acquisition, that person or any other person has had voting power in our company of at least 19% and, as a result of the acquisition, none of the relevant persons would have voting power in our company more than three percentage points higher than they had six months before the acquisition; |
• | when the acquisition results from the issue of securities under a rights issue; |
• | when the acquisition results from the issue of securities under a dividend reinvestment scheme or bonus share plan; |
• | when the acquisition results from the issue of securities under certain underwriting arrangements; |
• | when the acquisition results from the issue of securities through a will or through operation of law; |
• | an acquisition that arises through the acquisition of a relevant interest in another listed company which is listed on a prescribed financial market or a financial market approved by ASIC; |
• | an acquisition arising from an auction of forfeited shares conducted on-market; or |
• | an acquisition arising through a compromise, arrangement, liquidation or buy-back. |
Material Contracts |
Exchange Controls |
Taxation |
• | banks, financial institutions or insurance companies; |
• | brokers, dealers or traders in securities, currencies, commodities, or notional principal contracts; |
• | tax-exempt entities; |
• | individual retirement accounts and other tax-deferred accounts; |
• | real estate investment trusts or regulated investment companies; |
• | persons that hold the ADSs or our ordinary shares as part of a “hedging,” “integrated,” “wash sale” or “conversion” transaction or as a position in a “straddle” for U.S. federal income tax purposes; |
• | S corporations, partnerships, or other pass-through entities for U.S. federal income tax purposes and investors in such entities; |
• | former citizens or long-term residents of the United States; |
• | persons that received the ADSs as compensation; |
• | persons required to accelerate the recognition of any item of gross income as a result of any item of gross income with respect to the ADSs or our ordinary shares being taken into account in an applicable financial statement; |
• | persons acquiring the ADSs in connection with a trade or business conducted outside of the United States, including a permanent establishment or a fixed base in Australia; |
• | persons subject to the alternative minimum tax; |
• | holders that own directly, indirectly, or constructively, 10% or more of the voting power or value of our equity interests; and |
• | holders that have a “functional currency” other than the U.S. dollar. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of the substantial decisions of such trust, or if such trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person. |
• | that Non-Australian Holder, together with its associates (as defined in the relevant Australian tax legislation), holds 10% or more of that company’s issued shares, at the time of disposal or for a 12-month period during the two years prior to disposal; and |
• | more than 50% of that company’s assets held directly or indirectly, determined by reference to market value, consists of Australian real property (which includes land and leasehold interests) or Australian mining, quarrying or prospecting rights at the time of disposal. |
Dividends and Paying Agents |
Statement by Experts |
Documents on Display |
Subsidiary Information |
Quantitative and Qualitative Disclosures about Market Risk |
Description of Securities Other than Equity Securities |
Debt Securities |
Warrants and Rights |
Other Securities. |
American Depositary Shares |
| Persons depositing or withdrawing shares or ADS holders must pay: | | | For: | |
| $5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | | | Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property | |
| | | Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | | |
| $.05 (or less) per ADS | | | Any cash distribution to ADS holders | |
| A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs | | | Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders | |
| $.05 (or less) per ADS per calendar year | | | Depositary services | |
| Registration or transfer fees | | | Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
| Expenses of the depositary | | | Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement) | |
| Converting foreign currency to U.S. dollars | | | | |
| Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes | | | As necessary | |
| | | | ||
| Any charges incurred by the depositary or its agents for servicing the deposited securities | | | As necessary | |
| |
• | 60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment; |
• | we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading of ADSs on the U.S. over-the-counter market; |
• | we delist our shares from an exchange outside the United States on which they were listed and do not list the shares on another exchange outside the United States; |
• | the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933; |
• | we appear to be insolvent or enter insolvency proceedings; |
• | all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities; |
• | there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or |
• | there has been a replacement of deposited securities. |
• | payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities; |
• | satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and |
• | compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents. |
• | when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders' meeting; or (iii) we are paying a dividend on our shares; |
• | when you owe money to pay fees, taxes and similar charges; or |
• | when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited securities. |
Defaults, Dividend Arrearages and Delinquencies |
Material Modifications to The Rights Of Security Holders And Use Of Proceeds |
Controls and Procedures |
[RESERVED] |
Audit Committee Financial Expert |
Code of Ethics |
Principal Accounting Fees and Services |
Exemptions from the Listing Standards for Audit Committees |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
Change in Registrant’s Certifying Accountant |
Corporate Governance |
Mine Safety Disclosure |
Financial Statements |
Financial Statements |
Exhibits |
Exhibit Number | | | Description of Exhibit |
| | Certificate of Registration of the Registrant. | |
| | ||
| | Constitution of the Registrant. | |
| | ||
| | Form of Deposit Agreement. | |
| | ||
| | Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 2.1). | |
| | ||
| | Form of Deed of Indemnity, Insurance and Access. | |
| | ||
| | Executive Option Plan | |
| | ||
| | Performance Rights Plan | |
| | ||
| | Purchase and Sale Agreement entered into as of April 12, 2021, between West End Property II, LLC and PUREgraphite, LLC. | |
| | ||
| | First Amendment to the Purchase and Sale Agreement entered into as of June 9, 2021, between West End Property II, LLC and PUREgraphite, LLC. | |
| | ||
| | Second Amendment to the Purchase and Sale Agreement entered into as of June 30, 2021, between West End Property II, LLC and PUREgraphite, LLC. | |
| | ||
| | Third Amendment to the Purchase and Sale Agreement entered into as of July 22, 2021, between West End Property II, LLC and PUREgraphite, LLC. | |
| | ||
| | Loan Agreement dated as of July 28, 2021, between Novonix 1029, LLC and DBR Investments Co. Limited. | |
| | ||
| | Subscription Agreement dated as of August 9, 2021, between NOVONIX Limited and Phillips 66 Company. | |
| | ||
| | List of subsidiaries. | |
| | ||
| | Consent of PricewaterhouseCoopers, independent registered public accounting firm. | |
| | ||
| | Consent of Benchmark Mineral Intelligence Limited |
† | Indicates a management contract or compensatory plan arrangement |
| | NOVONIX LIMITED | ||||
| | | | |||
| | By: | | | /s/ Dr. John Christopher Burns | |
| | | | Dr. John Christopher Burns Chief Executive Officer |
Financial statements | | | |
| | ||
| | ||
| | ||
| | ||
| | ||
| |
| | | | Consolidated | ||||||||
| | Notes | | | 2021 $ | | | 2020 $ | | | 2019 $ | |
Revenue from contracts with customers | | | 3 | | | 5,227,347 | | | 4,253,435 | | | 1,817,049 |
Cost of goods sold (exclusive of depreciation presented separately) | | | | | (969,774) | | | (1,245,187) | | | (741,280) | |
Administrative and other expenses | | | | | (3,945,829) | | | (2,739,398) | | | (1,671,006) | |
Borrowing costs | | | 5 | | | (229,394) | | | (5,330,961) | | | (1,565,032) |
Impairment losses | | | 5 | | | (2,764,940) | | | — | | | (15,918,925) |
Depreciation and amortisation expenses | | | | | (1,697,754) | | | (1,380,303) | | | (494,948) | |
Marketing and project development costs | | | | | (2,809,984) | | | (2,423,546) | | | (1,560,551) | |
Share based compensation | | | 5 | | | (5,948,532) | | | (7,558,953) | | | (6,673,510) |
Employee benefits expense | | | | | (5,837,926) | | | (4,072,223) | | | (2,104,176) | |
Foreign currency (loss)/gain | | | | | (83,943) | | | (376,267) | | | 134,109 | |
Share of net losses of joint ventures | | | | | — | | | — | | | (751,981) | |
Other income | | | 4 | | | 984,652 | | | 844,877 | | | 3,024,684 |
Loss before income tax expense | | | | | (18,076,077) | | | (20,028,526) | | | (26,505,567) | |
Income tax (expense)/benefit | | | 6 | | | — | | | — | | | 383,655 |
Loss from continuing operations | | | | | (18,076,077) | | | (20,028,526) | | | (26,121,912) | |
Other comprehensive income for the year, net of tax Items that may be reclassified to profit or loss | | | | | | | | | ||||
Foreign exchange differences on translation of foreign operations | | | | | (2,101,097) | | | 550,243 | | | 809,396 | |
Total comprehensive loss for the year | | | | | (20,177,174) | | | (19,478,283) | | | (25,312,516) |
| | | | Cents | | | Cents | | | Cents | ||
Earnings per share for loss from continuing operations attributable to the ordinary equity holders of the Company: | | | | | | | | | ||||
Basic earnings per share | | | 9 | | | (4.9 cents) | | | (14.7 cents) | | | (21.2 cents) |
Diluted earnings per share | | | 9 | | | (4.9 cents) | | | (14.7 cents) | | | (21.2 cents) |
| | | | Consolidated | |||||
| | Notes | | | 2021 $ | | | 2020 $ | |
ASSETS | | | | | | | |||
Current assets | | | | | | | |||
Cash and cash equivalents | | | 12 | | | 136,663,976 | | | 38,807,662 |
Trade and other receivables | | | 13 | | | 2,042,963 | | | 1,075,358 |
Inventory | | | 15 | | | 2,780,373 | | | 1,366,985 |
Prepayments | | | 14 | | | 2,538,207 | | | 152,434 |
Total current assets | | | | | 144,025,519 | | | 41,402,439 | |
Non-current assets | | | | | | | |||
Property, plant and equipment | | | 16 | | | 31,578,445 | | | 9,620,797 |
Right-of-use assets | | | 21 | | | 7,406,943 | | | 2,853,427 |
Exploration and evaluation assets | | | 17 | | | 3,108,073 | | | 2,988,921 |
Intangible assets | | | 18 | | | 16,581,709 | | | 18,367,245 |
Other assets | | | | | 156,584 | | | 24,589 | |
Total non-current assets | | | | | 58,831,754 | | | 33,854,979 | |
Total assets | | | | | 202,857,273 | | | 75,257,418 | |
LIABILITIES | | | | | | | |||
Current liabilities | | | | | | | |||
Trade and other payables | | | 19 | | | 4,356,556 | | | 3,494,227 |
Contract liabilities | | | 20 | | | 310,102 | | | 98,783 |
Lease liabilities | | | 21 | | | 410,792 | | | 141,124 |
Borrowings | | | 22 | | | 277,060 | | | 274,917 |
Total current liabilities | | | | | 5,354,510 | | | 4,009,051 | |
Non-current liabilities | | | | | | | |||
Lease liabilities | | | 21 | | | 7,120,396 | | | 2,778,979 |
Borrowings | | | 22 | | | 5,986,565 | | | 1,937,095 |
Total non-current liabilities | | | | | 13,106,961 | | | 4,716,074 | |
Total liabilities | | | | | 18,461,471 | | | 8,725,125 | |
Net assets | | | | | 184,395,802 | | | 66,532,293 | |
EQUITY | | | | | | | |||
Contributed equity | | | 23 | | | 233,196,507 | | | 99,851,510 |
Reserves | | | 24 | | | 33,132,556 | | | 30,537,967 |
Accumulated losses | | | | | (81,933,261) | | | (63,857,184) | |
Total equity | | | | | 184,395,802 | | | 66,532,293 |
| | | | | | Reserves | | | ||||||||||
Consolidated Group | | | Contributed equity $ | | | Accumulated losses $ | | | Share based payments reserve $ | | | Foreign currency translation reserve $ | | | Convertible loan note reserve $ | | | Total $ |
Balance at 1 July 2018 | | | 38,163,405 | | | (17,706,746) | | | 8,585,446 | | | 140,608 | | | 2,426,120 | | | 31,608,833 |
Loss for the year | | | — | | | (26,121,912) | | | — | | | — | | | — | | | (26,121,912) |
Other comprehensive income | | | — | | | — | | | — | | | 809,396 | | | — | | | 809,396 |
Total comprehensive (loss)/income | | | — | | | (26,121,912) | | | — | | | 809,396 | | | — | | | (25,312,516) |
Transactions with owners in their capacity as owners: | | | | | | | | | | | | | ||||||
Equity component of convertible notes, net of transaction costs | | | — | | | — | | | — | | | — | | | 2,802,951 | | | 2,802,951 |
Share-based payments | | | — | | | — | | | 6,673,510 | | | — | | | — | | | 6,673,510 |
Balance at 30 June 2019 | | | 38,163,405 | | | (43,828,658) | | | 15,258,956 | | | 950,004 | | | 5,229,071 | | | 15,772,778 |
Loss for the year | | | — | | | (20,028,526) | | | — | | | — | | | — | | | (20,028,526) |
Other comprehensive income | | | — | | | — | | | — | | | 550,243 | | | — | | | 550,243 |
Total comprehensive (loss)/income | | | — | | | (20,028,526) | | | — | | | 550,243 | | | — | | | (19,478,283) |
Transactions with owners in their capacity as owners: | | | | | | | | | | | | | ||||||
Contributions of equity, net of transaction costs | | | 61,688,105 | | | — | | | — | | | — | | | — | | | 61,688,105 |
Equity component of convertible notes, net of transaction costs | | | — | | | — | | | — | | | — | | | 990,741 | | | 990,741 |
Share-based payments | | | — | | | — | | | 7,558,952 | | | — | | | — | | | 7,558,952 |
Balance at 30 June 2020 | | | 99,851,510 | | | (63,857,184) | | | 22,817,908 | | | 1,500,247 | | | 6,219,812 | | | 66,532,293 |
Loss for the year | | | — | | | (18,076,077) | | | — | | | — | | | — | | | (18,076,077) |
Other comprehensive loss | | | — | | | — | | | — | | | (2,101,097) | | | — | | | (2,101,097) |
Total comprehensive loss | | | — | | | (18,076,077) | | | — | | | (2,101,097) | | | — | | | (20,177,174) |
Transactions with owners in their capacity as owners: | | | | | | | | | | | | | ||||||
Contributions of equity, net of transaction costs | | | 131,844,997 | | | — | | | — | | | — | | | — | | | 131,844,997 |
Settlement of limited recourse loan (note 24(f)) | | | 1,500,000 | | | (1,252,846) | | | 247,154 | | | | | | | |||
Share-based payments | | | — | | | — | | | 5,948,532 | | | — | | | — | | | 5,948,532 |
Balance at 30 June 2021 | | | 233,196,507 | | | (81,933,261) | | | 27,513,594 | | | (600,850) | | | 6,219,812 | | | 184,395,802 |
| | | | Consolidated | ||||||||
| | Notes | | | 2021 $ | | | 2020 $ | | | 2019 $ | |
Cash flows from operating activities | | | | | | | | | ||||
Receipts from customers (inclusive of consumption tax) | | | | | 5,724,549 | | | 3,542,286 | | | 2,179,964 | |
Payments to suppliers and employees (inclusive of consumption tax) | | | | | (14,555,132) | | | (9,748,625) | | | (6,464,050) | |
Interest received | | | | | 35,066 | | | 723 | | | 4,533 | |
Payment of borrowing costs | | | | | (227,789) | | | (232,055) | | | (154,047) | |
Government grants received | | | | | 851,242 | | | 844,155 | | | 433,513 | |
Net cash outflow from operating activities | | | 26 | | | (8,172,064) | | | (5,593,517) | | | (4,000,087) |
Cash flows from investing activities | | | | | | | | | ||||
Payments for exploration assets | | | | | (117,635) | | | (146,195) | | | (270,027) | |
Net outflow from the acquisition of Novonix Anode Materials | | | | | — | | | — | | | (5,195,171) | |
Payments for security deposits | | | | | (134,250) | | | (16,369) | | | (500) | |
Payments for property, plant and equipment | | | | | (26,164,470) | | | (5,339,448) | | | (1,888,231) | |
Net cash outflow from investing activities | | | | | (26,416,355) | | | (5,502,012) | | | (7,353,929) | |
Cash flows from financing activities | | | | | | | | | ||||
Proceeds on issue of shares | | | | | 136,818,667 | | | 45,845,239 | | | — | |
Proceeds on issue of loan notes (net of expenses) | | | | | — | | | — | | | 12,334,899 | |
Payment of share issue expenses | | | | | (7,908,866) | | | (1,308,596) | | | — | |
Proceeds from borrowings | | | | | 4,059,714 | | | 6,603,722 | | | 4,582,160 | |
Principal elements of lease repayments | | | | | (190,426) | | | (141,968) | | | — | |
Repayment of borrowings | | | | | (86,543) | | | (6,996,422) | | | (56,319) | |
Net cash inflow from financing activities | | | | | 132,692,546 | | | 44,001,975 | | | 16,860,740 | |
Net increase (decrease) in cash and cash equivalents | | | | | 98,104,127 | | | 32,906,446 | | | 5,506,724 | |
Effects of foreign currency | | | | | (247,813) | | | (153,448) | | | 182,348 | |
Cash and cash equivalents at the beginning of the year | | | | | 38,807,662 | | | 6,054,664 | | | 365,592 | |
Cash and cash equivalents at the end of the year | | | 12 | | | 136,663,976 | | | 38,807,662 | | | 6,054,664 |
Non–cash financing and investing activities | | | 26(b) | | | | | | |
- | the successful and profitable growth of the battery materials, battery consulting and battery technology businesses; |
- | the ability of the consolidated entity to meet its cashflow forecasts; and |
- | the ability of the consolidated entity to raise capital as and when necessary and/or secure prepayments from customers for product. |
a. | Principles of consolidation |
b. | Income tax |
• | When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or |
• | When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. |
c. | Revenue recognition |
d. | Operating segments |
e. | Current and non-current classification |
f. | Cash and cash equivalents |
g. | Other receivables |
h. | Inventories |
i. | Exploration and evaluation assets |
j. | Loan notes |
k. | Property, plant and equipment |
Buildings | | | 25 years |
Plant and equipment | | | 2 - 10 years |
l. | Trade and other payables |
m. | Leases |
• | fixed payments (including in-substance fixed payments), less any lease incentives receivable |
• | variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date |
• | amounts expected to be payable by the group under residual value guarantees |
• | the exercise price of a purchase option if the group is reasonably certain to exercise that option, and |
• | payments of penalties for terminating the lease, if the lease term reflects the group exercising that option. |
• | where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received |
• | uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by NOVONIX Limited, which does not have recent third party financing, and |
• | makes adjustments specific to the lease, e.g. term, country, currency and security. |
• | the amount of the initial measurement of lease liability |
• | any lease payments made at or before the commencement date less any lease incentives received |
• | any initial direct costs, and |
• | restoration costs. |
• | if the renegotiation results in one or more additional assets being leased for an amount commensurate with the standalone price for the additional rights-of-use obtained, the modification is accounted for as a separate lease in accordance with the above policy |
• | in all other cases where the renegotiated increases the scope of the lease (whether that is an extension to the lease term, or one or more additional assets being leased), the lease liability is remeasured using the discount rate applicable on the modification date, with the right-of-use asset being adjusted by the same amount |
• | if the renegotiation results in a decrease in the scope of the lease, both the carrying amount of the lease liability and right-of-use asset are reduced by the same proportion to reflect the partial of full termination of the lease with any difference recognised in profit or loss. The lease liability is then further adjusted to ensure its carrying amount reflects the amount of the renegotiated payments over the renegotiated term, with the modified lease payments discounted at the rate applicable on the modification date. The right-of-use asset is adjusted by the same amount. |
n. | Employee benefits |
o. | Issued capital |
p. | Investments in Joint Venture |
q. | Impairment of Non-Financial Assets |
r. | Intangible Assets Other than Goodwill |
s. | Goodwill |
t. | Borrowing costs |
u. | Foreign Currency Transactions and Balances |
- | Assets and liabilities are translated at exchange rates prevailing at the end of the reporting period; |
- | Income and expenses are translated at the average exchange rates for the period; and |
- | Accumulated losses are translated at the exchange rates prevailing at the date of the transaction. |
v. | Earnings per share |
w. | Goods and Services Tax (‘GST’) and other similar taxes |
x. | New and Amended Accounting Policies Adopted by the Group |
y. | Reclassifications |
z. | Critical accounting estimates and judgements |
- | Unused tax losses for which no deferred tax asset has been recognised (Refer to Note 7) |
- | The vesting dates of share options (Refer to Note 28) |
- | The accelerated expense on cancellation of share options and the loss on redemption of convertible loan notes (Refer to Note 10) |
| | 2021 $ | | | 2020 $ | |
Balance sheet | | | | | ||
ASSETS | | | | | ||
Current assets | | | | | ||
Cash and cash equivalents | | | 135,403,115 | | | 37,455,678 |
Trade and other receivables | | | 132,838 | | | 23,480 |
Prepayments | | | 2,462,643 | | | 136,297 |
Total current assets | | | 137,998,596 | | | 37,615,455 |
| | | | |||
Non-current assets | | | | | ||
Other receivables | | | 27,897,817 | | | 10,139,051 |
Plant and equipment | | | — | | | 1,068 |
Exploration and evaluation assets | | | 3,329,950 | | | 3,210,798 |
Investments | | | 17,748,704 | | | 17,748,704 |
Other assets | | | 8,450 | | | 8,450 |
Total non-current assets | | | 48,984,921 | | | 31,108,071 |
Total assets | | | 186,983,517 | | | 68,723,526 |
| | | | |||
LIABILITIES | | | | | ||
Current liabilities | | | | | ||
Payables | | | 2,587,715 | | | 2,191,233 |
Total current liabilities | | | 2,587,715 | | | 2,191,233 |
Total liabilities | | | 2,587,715 | | | 2,191,233 |
Net assets | | | 184,395,802 | | | 66,532,293 |
| | | | |||
EQUITY | | | | | ||
Contributed equity | | | 233,196,507 | | | 99,851,510 |
Reserves | | | 33,733,407 | | | 29,037,721 |
Accumulated losses | | | (82,534,112) | | | (62,356,938) |
Total equity | | | 184,395,802 | | | 66,532,293 |
Statement of Profit or Loss and Other Comprehensive Income Total loss and total comprehensive loss | | | (20,177,174) | | | (19,478,284) |
(a) | Revenue from contracts with customers |
2021 | | | Graphite Mining and exploration $ | | | Battery Technology $ | | | Battery Materials $ | | | Total $ |
Hardware sales | | | — | | | 1,405,086 | | | — | | | 1,405,086 |
Consulting sales | | | — | | | 3,822,261 | | | — | | | 3,822,261 |
Revenue from external customers | | | — | | | 5,227,347 | | | — | | | 5,227,347 |
Timing of revenue recognition | | | | | | | | | ||||
At a point in time | | | — | | | 1,405,086 | | | — | | | 1,405,086 |
Over time | | | — | | | 3,822,261 | | | — | | | 3,822,261 |
| | — | | | 5,227,347 | | | — | | | 5,227,347 |
2020 | | | Graphite Mining and exploration $ | | | Battery Technology $ | | | Battery Materials $ | | | Total $ |
Hardware sales | | | — | | | 2,113,416 | | | — | | | 2,113,416 |
Consulting sales | | | — | | | 2,140,019 | | | — | | | 2,140,019 |
Revenue from external customers | | | — | | | 4,253,435 | | | — | | | 4,253,435 |
Timing of revenue recognition | | | | | | | | | ||||
At a point in time | | | — | | | 2,113,416 | | | — | | | 2,113,416 |
Over time | | | — | | | 2,140,019 | | | — | | | 2,140,019 |
| | — | | | 4,253,435 | | | — | | | 4,253,435 |
2019 | | | Graphite Mining and exploration $ | | | Battery Technology $ | | | Battery Materials $ | | | Total $ |
Hardware sales | | | — | | | 1,461,266 | | | — | | | 1,461,266 |
Consulting sales | | | — | | | 355,783 | | | — | | | 355,783 |
Revenue from external customers | | | — | | | 1,817,049 | | | — | | | 1,817,049 |
Timing of revenue recognition | | | | | | | | | ||||
At a point in time | | | — | | | 1,461,266 | | | — | | | 1,461,266 |
Over time | | | — | | | 355,783 | | | — | | | 355,783 |
| | — | | | 1,817,049 | | | — | | | 1,817,049 |
(i) | Assets and liabilities related to contracts with customers |
| | Notes | | | 2021 $ | | | 2020 $ | |
Contract liabilities – Hardware sales | | | | | 310,102 | | | 98,783 | |
Total current contract liabilities | | | | | 310,102 | | | 98,783 |
| | 2021 $ | | | 2020 $ | | | 2019 $ | |
Revenue recognised that was included in the contract liability balance at the beginning of the period | | | | | | | |||
Hardware sales | | | 98,783 | | | 580,845 | | | — |
| | 2021 $ | | | 2020 $ | | | 2019 $ | |
Interest received from unrelated parties | | | 35,066 | | | 723 | | | 4,533 |
COVID-19 Government stimulus | | | 115,501 | | | 59,000 | | | — |
Grant funding | | | 818,410 | | | 785,154 | | | 329,573 |
Fair value gain on borrowings | | | — | | | — | | | 114,106 |
Gain on revaluation of equity accounted investment | | | — | | | — | | | 2,576,131 |
Other | | | 15,675 | | | — | | | 341 |
| | 984,652 | | | 844,877 | | | 3,024,684 |
| | Consolidated | |||||||
| | 2021 $ | | | 2020 $ | | | 2019 $ | |
Share based payments expense^ | | | | | | | |||
Performance rights granted | | | 2,952,676 | | | 78,362 | | | 39,025 |
Options granted | | | 2,995,856 | | | 6,291,510 | | | 6,634,485 |
Options cancelled | | | — | | | 1,189,081 | | | — |
Total share based compensation expense | | | 5,948,532 | | | 7,558,953 | | | 6,673,510 |
^ Refer to note 28 for further information regarding share-based payments. | | | | | | | |||
| | | | | | ||||
Borrowing costs | | | | | | | |||
Interest accrued on loan notes | | | — | | | 3,062,598 | | | 1,373,581 |
Loss on redemption of loan notes | | | — | | | 1,765,353 | | | — |
Unwinding of fair value gain | | | 40,547 | | | 48,377 | | | 30,113 |
Interest accrued on borrowings | | | 188,847 | | | 454,633 | | | 161,338 |
Total borrowing costs | | | 229,394 | | | 5,330,961 | | | 1,565,032 |
Impairment losses | | | | | | | |||
Fixed assets written off1 | | | 2,764,940 | | | — | | | — |
Exploration and evaluation assets2 | | | — | | | — | | | 10,667,897 |
Goodwill3 | | | — | | | — | | | 4,812,127 |
Identified intangibles – Brand Name3 | | | — | | | — | | | 374,126 |
Identified intangibles – Technology3 | | | — | | | — | | | 64,775 |
Total impairment losses | | | 2,764,940 | | | — | | | 15,918,925 |
1 | Impairments recognised during the period relate to the redundant furnace technology which is being replaced with new proprietary furnace technology under the Group’s strategic alliance with US-based Harper International Corporation. This amount represents the net book value of fixed assets written off. |
2 | In FY2019, the Company recognised an impairment loss of $10,667,897 relating to the Mt Dromedary graphite mining project. The Directors determined that it was appropriate for the carrying value of the Mt Dromedary asset to be written down to the Group’s assessment of recoverable amount. |
3 | In FY2019, the Company recognised an impairment loss of $5,251,028 relating to the goodwill and intangibles of BTS. At the time it was acquired in FY2017, BTS was primarily a producer of battery testing equipment. Consulting services to the energy storage industry began as an adjunct service supporting the equipment supply business operation. The consulting services operation which yields much higher margins, has now become a business line on its own and grew rapidly over the course of the FY2019 financial year and, in particular, over the six months ended 30 June 2019. In the context of this rapid growth and the forward pipeline of consulting work, the consulting services business has become a core operation and is considered to be BTS’s strongest growth opportunity. Given the slowing in the rate of growth of sales of testing equipment and the increased relative importance of consulting services, the directors took the opportunity to write down the value of the goodwill and identifiable intangible assets relating to the testing equipment supply business in FY2019. |
| | Consolidated | |||||||
| | 2021 $ | | | 2020 $ | | | 2019 $ | |
(a) Numerical reconciliation of income tax expense to prima facie tax payable | | | | | | | |||
Profit/(loss) before income tax expense | | | (18,076,077) | | | (20,028,526) | | | (26,505,567) |
Tax at the Australian tax rate of 26% (2020: 27.5%) | | | (4,699,780) | | | (5,507,845) | | | (7,289,031) |
Tax effect of amounts which are not deductible (taxable) in calculating taxable income: | | | | | | | |||
Impairment of goodwill | | | — | | | — | | | 1,323,335 |
Share based payments | | | 1,546,618 | | | 2,078,713 | | | 1,835,215 |
Gain on acquisition of Novonix Anode Materials | | | — | | | — | | | (540,987) |
Share of results of joint venture | | | — | | | — | | | 206,795 |
Borrowing costs | | | 10,845 | | | 855,518 | | | 377,735 |
Other non-deductible amounts | | | 56,291 | | | — | | | — |
Other non-assessable amounts | | | (39,005) | | | (156,386) | | | (24,234) |
Difference in overseas tax rate | | | (46,156) | | | 385,615 | | | (90,888) |
Adjustments for current tax of prior periods | | | (92,985) | | | — | | | (93,052) |
Adjustment to deferred tax assets and liabilities for tax losses and temporary differences not recognised | | | 3,264,172 | | | 2,344,385 | | | 3,911,457 |
Income tax expense / (benefit) | | | — | | | — | | | (383,655) |
(b) Tax losses | | | | | | | |||
Unused tax losses for which no deferred tax asset has been recognised | | | 39,772,597 | | | 23,275,774 | | | 15,128,752 |
Potential tax benefit | | | 9,943,149 | | | 6,304,468 | | | 4,122,864 |
(c) Tax expense (income) recognised directly in equity | | | | | | | |||
Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income but directly debited or credited to equity: | | | | | | | |||
Deferred tax: Share issue costs | | | — | | | — | | | — |
| | Consolidated | ||||
| | 2021 $ | | | 2020 $ | |
(d) Deferred tax assets | | | | | ||
The balance comprises temporary differences attributable to: | | | | | ||
Tax losses | | | 9,943,149 | | | 6,304,468 |
Exploration and evaluation assets | | | 930,009 | | | 1,137,319 |
Business capital costs | | | 31,061 | | | 8,982 |
Right of use asset | | | 1,543,399 | | | 899,256 |
Unrealised exchange loss on borrowings | | | 261,449 | | | — |
Accrued expenses | | | 317,498 | | | 38,665 |
Other | | | 402,368 | | | — |
Total deferred tax assets | | | 13,428,933 | | | 8,388,690 |
Set-off of deferred tax liabilities pursuant to set-off provisions | | | (1,357,943) | | | (512,788) |
Deferred tax assets not recognised | | | (12,070,990) | | | (7,875,902) |
Net deferred tax assets | | | — | | | — |
(e) Deferred tax liabilities | | | | | ||
The balance comprises temporary differences attributable to: | | | | | ||
Intangible assets | | | 164,713 | | | 262,779 |
Property, plant and equipment | | | 1,193,230 | | | 224,874 |
Prepayments | | | — | | | 401 |
Unrealised exchange loss on borrowings | | | — | | | 24,734 |
Total deferred tax liabilities | | | 1,357,943 | | | 512,788 |
Set-off of deferred tax liabilities pursuant to set-off provisions | | | (1,357,943) | | | (512,788) |
Net deferred tax liabilities | | | — | | | — |
(i) | the group derives future assessable income of a nature and of an amount sufficient to enable the losses to be realised; |
(ii) | the group continues to comply with the conditions for deductibility imposed by the law; and |
(iii) | no changes in tax legislation adversely affect the group in realising the losses. |
| | Consolidated | |||||||
| | 2021 $ | | | 2020 $ | | | 2019 $ | |
Short-term employee benefits | | | 1,934,648 | | | 1,868,521 | | | 1,221,114 |
Post-employment benefits | | | 29,297 | | | 46,218 | | | 45,641 |
Termination benefits | | | 75,000 | | | — | | | — |
Share-based compensation | | | 4,575,735 | | | 6,878,627 | | | 6,145,904 |
Total KMP compensation | | | 6,614,680 | | | 8,793,366 | | | 7,412,659 |
| | Consolidated | |||||||
| | 2021 $ | | | 2020 $ | | | 2019 $ | |
Remuneration of the auditor for: | | | | | | | |||
Auditing or reviewing the financial report | | | 190,329 | | | 175,855 | | | 148,200 |
| | 190,329 | | | 175,855 | | | 148,200 | |
Other assurance services1 | | | 646,300 | | | — | | | — |
Total services provided by PwC | | | 836,629 | | | 175,855 | | | 148,200 |
1 | Relates to services performed in respect of the US IPO process |
| | 2021 Cents | | | 2020 Cents | | | 2019 Cents | |
(a) Basic earnings per share | | | | | | | |||
Total basic earnings per share attributable to the ordinary equity holders of the Company | | | (4.9 cents) | | | (14.7 cents) | | | (21.2 cents) |
(b) Diluted earnings per share | | | | | | | |||
Total diluted earnings per share attributable to the ordinary equity holders of the Company | | | (4.9 cents) | | | (14.7 cents) | | | (21.2 cents) |
| | 2021 $ | | | 2020 $ | | | 2019 $ | |
Basic earnings per share | | | | | | | |||
Profit / (loss) attributable to the ordinary equity holders of the Company used in calculating basic earnings per share | | | (18,076,077) | | | (20,028,526) | | | (26,121,912) |
Diluted earnings per share | | | | | | | |||
Profit / (loss) attributable to the ordinary equity holders of the Company used in calculating diluted earnings per share | | | (18,076,077) | | | (20,028,526) | | | (26,121,912) |
| | 2021 Number | | | 2020 Number | | | 2019 Number | |
Weighted average number of ordinary shares used as the denominator in calculating basic and diluted earnings per share | | | 366,289,024 | | | 135,918,095 | | | 123,219,872 |
a) | Institutional placement |
b) | Rights issue |
c) | Repayment of Director loans |
Director | | | Loan funds and interest accrued $ | | | Loan settled though Rights issue entitlement taken up $ | | | Loan funds repaid from proceeds of the right issue $ |
Anthony Bellas | | | 263,377 | | | 263,377 | | | — |
Philip St Baker | | | 1,799,682 | | | 1,799,682 | | | — |
Greg Baynton | | | 107,117 | | | 107,117 | | | — |
Robert Cooper | | | 101,973 | | | 75,059 | | | 26,914 |
Andrew Liveris | | | 954,831 | | | 599,255 | | | 355,576 |
| | 3,266,980* | | | 2,844,490 | | | 382,490 |
* | includes $78,020 of interest accrued on short-term loans |
Loan notes (Number) | | | Face Value $ | | | Interest accrued $ | | | Fair value of loan notes at settlement date $ | | | Carrying value of loan notes at settlement date $ | | | Loss on settlement $ | | | Amount settled through conversion to equity as part of rights issue $ | | | Amount settled in cash out of proceeds from the rights issue $ |
2,250,000 | | | 900,000 | | | 117,123 | | | 1,017,123 | | | 891,018 | | | 126,105 | | | 182,701 | | | 834,422 |
9,166,667 | | | 5,500,000 | | | 1,038,219 | | | 6,538,219 | | | 6,471,374 | | | 66,845 | | | 864,097 | | | 5,674,122 |
11,416,667 | | | 6,400,000 | | | 1,155,342 | | | 7,555,342 | | | 7,362,392 | | | 192,950 | | | 1,046,798* | | | 6,508,544 |
* | Repaid through the issue of 3,609,650 shares at $0.29 per share. |
e) | Strategic Placement to St Baker Energy Innovation Fund |
| | Face value/ Principal of loan notes and short-term loan $ | | | Interest accrued $ | | | Placement proceeds $ | | | Total $ | | | Shares issued (Number) | |
Loan notes redeemed | | | 10,000,000 | | | 1,187,397 | | | — | | | 11,187,397 | | | 38,577,232 |
Short-term loan repaid | | | 3,400,000 | | | 131,575 | | | — | | | 3,531,575 | | | 12,177,845 |
Placement proceeds | | | — | | | — | | | 4,735,707 | | | 4,735,707 | | | 16,330,023 |
Total | | | 13,400,000 | | | 1,318,972 | | | 4,735,707 | | | 19,454,679 | | | 67,085,100 |
Loan notes (Number) | | | Face Value $ | | | Interest accrued $ | | | Fair value of loan notes at settlement date $ | | | Carrying value of loan notes at settlement date $ | | | Loss on settlement $ | | | Amount settled through conversion to equity as part of rights issue $ | | | Amount settled in cash out of proceeds from the rights issue $ |
25,000,000 | | | 10,000,000 | | | 1,187,397 | | | 11,187,397 | | | 9,614,996 | | | 1,572,401 | | | 11,187,397* | | | — |
* | Repaid through the issue of 38,577,232 shares at $0.29 per share. |
f) | Cancellation of options |
| | Number of options cancelled | | | Expense accelerated $ | |
Directors | | | 5,750,000 | | | 578,135 |
KMP | | | 7,500,000 | | | 610,946 |
Loan note holders* | | | 27,250,000 | | | — |
Total | | | 40,500,000 | | | 1,189,081 |
* | Loan note holders are not employees of the company and therefore there is no associated share based payment expense, hence no expense acceleration. |
| | Consolidated | ||||
The carrying amount of goodwill allocated to the cash generating unit | | | 2021 $ | | | 2020 $ |
Novonix Anode Materials LLC | | | 15,950,624 | | | 17,411,685 |
Total carrying amount of goodwill | | | 15,950,624 | | | 17,411,685 |
| | Consolidated | ||||
| | 2021 $ | | | 2020 $ | |
Cash at bank | | | 136,663,976 | | | 38,807,662 |
| | 136,663,976 | | | 38,807,662 |
| | 2021 $ | | | 2020 $ | |
Balances as above | | | 136,663,976 | | | 38,807,662 |
Bank overdrafts | | | — | | | — |
Balance per statement of cash flows | | | 136,663,976 | | | 38,807,662 |
| | Consolidated | ||||
| | 2021 $ | | | 2020 $ | |
Trade debtors | | | 1,533,963 | | | 952,881 |
Other receivables | | | 509,000 | | | 274,911 |
Total current trade and other receivables | | | 2,042,963 | | | 1,227,792 |
| | Consolidated | ||||
| | 2021 $ | | | 2020 $ | |
Deferred share issuance costs | | | 2,175,347 | | | — |
Prepaid general and administrative expenses | | | 362,860 | | | 152,434 |
| | 2,538,207 | | | 152,434 |
| | Consolidated | ||||
| | 2021 $ | | | 2020 $ | |
Raw materials | | | 1,162,142 | | | 759,693 |
Components and assemblies | | | 1,618,231 | | | 584,090 |
Finished goods – at cost | | | — | | | 23,202 |
| | 2,780,373 | | | 1,366,985 |
| | Land $ | | | Buildings $ | | | Leasehold improvements $ | | | Plant and equipment $ | | | Construction work in progress $ | | | Total $ | |
At 30 June 2019 | | | | | | | | | | | | | ||||||
Cost | | | 380,251 | | | 1,762,019 | | | — | | | 4,437,493 | | | — | | | 6,579,763 |
Accumulated depreciation | | | — | | | (87,299) | | | — | | | (507,947) | | | — | | | (595,246) |
Net book amount | | | 380,251 | | | 1,674,720 | | | — | | | 3,929,546 | | | — | | | 5,984,517 |
| | | | | | | | | | | | |||||||
Year ended 30 June 2020 | | | | | | | | | | | | | ||||||
Opening net book amount | | | 380,251 | | | 1,674,720 | | | — | | | 3,929,546 | | | — | | | 5,984,517 |
Additions | | | — | | | 93,127 | | | 195,082 | | | 4,451,587 | | | — | | | 4,739,796 |
Assets written off | | | — | | | — | | | — | | | (210,773) | | | — | | | (210,773) |
Depreciation charge | | | — | | | (72,028) | | | (31,320) | | | (829,440) | | | — | | | (932,788) |
Exchange differences | | | (7,256) | | | (29,018) | | | 796 | | | 75,523 | | | — | | | 40,045 |
Closing net book amount | | | 372,995 | | | 1,666,801 | | | 164,558 | | | 7,416,443 | | | — | | | 9,620,797 |
| | | | | | | | | | | | |||||||
At 30 June 2020 | | | | | | | | | | | | | ||||||
Cost | | | 372,995 | | | 1,821,526 | | | 195,082 | | | 8,579,868 | | | — | | | 10,969,471 |
Accumulated depreciation | | | — | | | (154,725) | | | (30,524) | | | (1,163,425) | | | — | | | (1,348,674) |
Net book amount | | | 372,995 | | | 1,666,801 | | | 164,558 | | | 7,416,443 | | | — | | | 9,620,797 |
| | Land $ | | | Buildings $ | | | Leasehold improvements $ | | | Plant and equipment $ | | | Construction work in progress $ | | | Total $ | |
Year ended 30 June 2021 | | | | | | | | | | | | | ||||||
Opening net book amount | | | 372,995 | | | 1,666,801 | | | 164,558 | | | 7,416,443 | | | — | | | 9,620,797 |
Additions | | | 666,920 | | | 4,358,515 | | | 482,637 | | | 2,982,443 | | | 17,754,185 | | | 26,244,700 |
Disposals | | | (39,285) | | | (39,285) | | | | | | | | | ||||
Assets written off | | | — | | | — | | | — | | | (2,764,940) | | | — | | | (2,764,940) |
Depreciation charge | | | — | | | (67,897) | | | (110,681) | | | (996,462) | | | — | | | (1,175,040) |
Exchange differences | | | 13,960 | | | 100,126 | | | (9,103) | | | (411,876) | | | (894) | | | (307,787) |
Closing net book amount | | | 1,053,875 | | | 6,057,545 | | | 527,411 | | | 6,186,323 | | | 17,753,291 | | | 31,578,445 |
| | | | | | | | | | | | |||||||
At 30 June 2021 | | | | | | | | | | | | | ||||||
Cost | | | 1,053,875 | | | 6,283,383 | | | 665,540 | | | 8,004,580 | | | 17,753,291 | | | 33,760,669 |
Accumulated depreciation | | | — | | | (225,838) | | | (138,129) | | | (1,818,257) | | | — | | | (2,182,224) |
Net book amount | | | 1,053,875 | | | 6,057,545 | | | 527,411 | | | 6,186,323 | | | 17,753,291 | | | 31,578,445 |
| | Consolidated | ||||
| | 2021 $ | | | 2020 $ | |
Exploration and evaluation assets – at cost | | | 3,108,073 | | | 2,988,921 |
The capitalised exploration and evaluation assets carried forward above have been determined as follows: | | | | | ||
Balance at the beginning of the year | | | 2,988,921 | | | 2,838,749 |
Expenditure incurred during the year | | | 119,152 | | | 150,172 |
Balance at the end of the year | | | 3,108,073 | | | 2,988,921 |
| | Consolidated | ||||
| | 2021 $ | | | 2020 $ | |
Goodwill | | | 15,950,624 | | | 17,411,685 |
Technology | | | 631,085 | | | 955,560 |
| | 16,581,709 | | | 18,367,245 |
| | Goodwill $ | | | Technology $ | | | Total $ | |
Balance at the beginning of the year | | | 17,411,685 | | | 955,560 | | | 18,367,245 |
Exchange differences | | | (1,461,061) | | | (78,258) | | | (1,539,319) |
Amortisation | | | — | | | (246,217) | | | (246,217) |
Balance at the end of the year | | | 15,950,624 | | | 631,085 | | | 16,581,709 |
| | Consolidated | ||||
| | 2021 $ | | | 2020 $ | |
Unsecured liabilities: | | | | | ||
Trade payables | | | 1,823,898 | | | 847,724 |
Sundry payables and accrued expenses | | | 2,532,658 | | | 2,646,503 |
| | 4,356,556 | | | 3,494,227 |
| | Consolidated | ||||
| | 2021 $ | | | 2020 $ | |
Contract liabilities – Hardware sale contracts | | | 310,102 | | | 98,783 |
| | 310,102 | | | 98,783 |
| | 30 June 2021 $ | | | 30 June 2020 $ | |
Right-of-use assets - Buildings | | | 7,406,943 | | | 2,853,427 |
Lease liabilities | | | | | ||
Current | | | 410,792 | | | 141,124 |
Non-current | | | 7,120,396 | | | 2,778,979 |
| | 7,531,188 | | | 2,920,103 |
| | 2021 $ | | | 2020 $ | |
Depreciation of right-of-use assets - Buildings | | | 197,680 | | | 210,381 |
Interest expense | | | 123,763 | | | 112,303 |
| | 2021 | | | 2020 | |||||||||||||
| | Current $ | | | Non- Current $ | | | Total $ | | | Current $ | | | Non- Current $ | | | Total $ | |
Secured | | | | | | | | | | | | | ||||||
Bank loans (i) | | | 110,752 | | | 5,297,180 | | | 5,407,932 | | | 56,704 | | | 1,214,406 | | | 1,271,110 |
Total secured borrowings | | | 110,752 | | | 5,297,180 | | | 5,407,932 | | | 56,704 | | | 1,214,406 | | | 1,271,110 |
Unsecured | | | | | | | | | | | | | ||||||
Other loans (iii) | | | 166,308 | | | 689,385 | | | 855,693 | | | 218,213 | | | 722,689 | | | 940,902 |
Total unsecured borrowings | | | 166,308 | | | 689,385 | | | 855,693 | | | 218,213 | | | 722,689 | | | 940,902 |
Total borrowings | | | 277,060 | | | 5,986,565 | | | 6,263,625 | | | 274,917 | | | 1,937,095 | | | 2,212,012 |
(a) | In December 2017, the group entered into a loan facility to purchase commercial land and buildings in Nova Scotia from which the Battery Technology Solutions business operates. The initial amount loaned under the facility was CAD $1,330,000. |
(b) | On 28 May 2021, the Group purchased commercial land and buildings in Nova Scotia, Canada for CAD$3,550,000 from which the Cathode business will operate. The Group entered into a loan facility to purchase the land and buildings. The total available amount under the facility is CAD $4,375,000 and it has been drawn down to CAD$3,169,216 at the date of this report. The balance of the facility will be used to fund renovations to the building. |
| | 2021 Shares | | | 2020 Shares | | | 2019 Shares | | | 2021 $ | | | 2020 $ | | | 2019 $ | |
(a) Share capital | | | | | | | | | | | | | ||||||
Ordinary shares Fully paid | | | 404,601,384 | | | 348,206,772 | | | 128,137,680 | | | 233,196,507 | | | 99,851,510 | | | 38,163,405 |
Date | | | Details | | | Note | | | Number of Shares | | | Issue Price | | | $ |
1 July 2018 | | | Balance | | | | | 123,137,680 | | | | | 38,163,405 | ||
24 June 2019 | | | Exercise of options | | | (l) | | | 5,000,000 | | | — | | | — |
30 June 2019 | | | Balance | | | | | 128,137,680 | | | | | 38,163,405 | ||
17 January 2020 | | | Share purchase plan | | | (c) | | | 2,485,715 | | | $0.51 | | | 1,267,715 |
17 January 2020 | | | Placement to sophisticated investor | | | (d) | | | 98,040 | | | $0.51 | | | 50,000 |
15 June 2020 | | | Exercise of options | | | (e) | | | 100,000 | | | $0.785 | | | 78,500 |
15 June 2020 | | | Exercise of options | | | (e) | | | 83,333 | | | $0.50 | | | 41,667 |
5 June 2020 | | | Placement to institutional investors | | | (k) | | | 19,495,469 | | | $0.29 | | | 5,653,686 |
5-25 June 2020 | | | Rights issue entitlement offer | | | (k) | | | 130,721,435 | | | $0.29 | | | 37,909,216 |
30 June 2020 | | | Placement to SBEIF | | | (k) | | | 67,085,100 | | | $0.29 | | | 19,454,679 |
| | Share issue costs | | | | | | | | | (2,767,358) | ||||
30 June 2020 | | | Balance | | | | | 348,206,772 | | | | | 99,851,510 | ||
10 July 2020 | | | Exercise of options | | | (e) | | | 250,000 | | | $0.80 | | | 200,000 |
23 September 2020 | | | Settlement of limited recourse loan | | | (f) | | | — | | | | | 1,500,000 | |
24 September 2020 | | | Exercise of options | | | (e) | | | 500,000 | | | $0.90 | | | 450,000 |
24 September 2020 | | | Exercise of options | | | (e) | | | 2,500,000 | | | $0.66 | | | 1,650,000 |
28 September 2020 | | | Exercise of performance rights | | | (g) | | | 158,865 | | | — | | | — |
3 March 2021 | | | Placement to institutional investors | | | (h) | | | 39,700,000 | | | $2.90 | | | 115,130,000 |
16 March 2021 | | | Exercise of performance rights | | | (g) | | | 3,400,000 | | | — | | | — |
16 March 2021 | | | Exercise of options | | | (e) | | | 1,500,000 | | | $0.74 | | | 1,110,000 |
16 March 2021 | | | Exercise of options | | | (e) | | | 30,000 | | | $0.90 | | | 27,000 |
16 March 2021 | | | Exercise of options | | | (e) | | | 33,333 | | | $0.50 | | | 16,667 |
11 May 2021 | | | Placement to directors | | | (i) | | | 5,672,414 | | | $2.90 | | | 16,450,001 |
24 May 2021 | | | Exercise of options | | | (e) | | | 2,500,000 | | | $0.66 | | | 1,650,000 |
3 June 2021 | | | Exercise of options | | | (e) | | | 150,000 | | | $0.90 | | | 135,000 |
| | Share issue costs | | | (j) | | | | | | | (4,973,671) | |||
30 June 2021 | | | Balance | | | | | 404,601,384 | | | | | 233,196,507 |
(f) | Settlement of limited recourse loan |
i. | the relinquishing of 736,968 vested performance rights, which were convertible on a 1:1 basis to ordinary shares, with a market value of $1,252,846; and |
ii. | outstanding net employee entitlements amounting to $247,154. |
(g) | Exercise of performance rights |
(h) | Institutional placement |
(i) | Director placement |
(j) | Share issue expenses |
(k) | Capital raising transaction |
(l) | Philip St Baker exercise of options |
(m) | Capital Management |
| | Consolidated | |||||||
| | 2021 $ | | | 2020 $ | | | 2019 $ | |
Share-based payment reserve | | | 27,513,594 | | | 22,817,908 | | | 15,258,956 |
Foreign currency translation reserve | | | (600,850) | | | 1,500,247 | | | 950,004 |
Convertible loan note reserve | | | 6,219,812 | | | 6,219,812 | | | 5,229,071 |
| | 33,132,556 | | | 30,537,967 | | | 21,438,031 |
(a) Share-based payment reserve | | | Consolidated | ||||||
| | 2021 $ | | | 2020 $ | | | 2019 $ | |
Share-based payment reserve | | | 27,513,594 | | | 22,817,908 | | | 15,258,956 |
Movements: | | | | | | | |||
Balance 1 July 2020 | | | 22,817,908 | | | 15,258,956 | | | 8,585,446 |
Equity settled options cancelled | | | — | | | 1,189,081 | | | — |
Settlement of limited recourse loan | | | (1,252,846) | | | — | | | — |
Equity settled share-based payments | | | 5,948,532 | | | 6,369,871 | | | 6,673,510 |
Balance 30 June 2021 | | | 27,513,594 | | | 22,817,908 | | | 15,258,956 |
(b) Foreign currency translation reserve | | | Consolidated | ||||||
| | 2021 $ | | | 2020 $ | | | 2019 $ | |
Foreign currency translation reserve | | | (600,850) | | | 1,504,430 | | | 950,004 |
Movements: | | | | | | | |||
Balance 1 July 2020 | | | 1,500,247 | | | 950,004 | | | 140,608 |
Exchange differences on translation of foreign operations | | | (2,101,097) | | | 550,243 | | | 809,396 |
Balance 30 June 2021 | | | (600,850) | | | 1,500,247 | | | 950,004 |
(c) Convertible loan note reserve | | | Consolidated | ||||||
| | 2021 $ | | | 2020 $ | | | 2019 $ | |
Convertible loan note reserve | | | 6,219,812 | | | 6,219,812 | | | 5,229,071 |
Movements: | | | | | | | |||
Balance 1 July 2020 | | | 6,219,812 | | | 5,229,071 | | | 2,426,120 |
Equity component of loan notes issued during the year | | | — | | | 990,741 | | | 2,817,316 |
Loan note issue costs | | | — | | | — | | | (14,365) |
Balance 30 June 2021 | | | 6,219,812 | | | 6,219,812 | | | 5,229,071 |
a. | Accounting policies adopted |
b. | Segment assets |
c. | Segment liabilities |
d. | Unallocated items |
— | Interest income |
— | Prepayments for deferred issuance costs |
— | Corporate administrative and other expenses |
— | Income tax expense |
— | Corporate share-based payment expenses |
— | Corporate marketing and project development expenses |
— | Corporate cash |
— | Security deposits |
— | Corporate trade and other payables |
— | Corporate trade and other receivables |
e. | Segment information |
2021 | | | Graphite Exploration and Mining $ | | | Battery Technology $ | | | Battery Materials $ | | | Unallocated $ | | | Total $ |
Segment revenue | | | — | | | 5,227,347 | | | — | | | — | | | 5,227,347 |
Other income | | | — | | | 798,882 | | | 69,204 | | | 81,500 | | | 949,586 |
Interest income | | | — | | | — | | | — | | | 35,066 | | | 35,066 |
Total income | | | — | | | 6,026,229 | | | 69,204 | | | 116,566 | | | 6,211,999 |
Segment net profit / (loss) from continuing operations before tax | | | (46,424) | | | (63,661) | | | (11,968,654) | | | (5,997,338) | | | (18,076,077) |
2020 | | | Graphite Exploration and Mining $ | | | Battery Technology $ | | | Battery Materials $ | | | Unallocated $ | | | Total $ |
Segment revenue | | | — | | | 4,253,435 | | | — | | | — | | | 4,253,435 |
Other income | | | — | | | 785,154 | | | — | | | 59,000 | | | 844,154 |
Interest income | | | — | | | — | | | — | | | 723 | | | 723 |
Total income | | | — | | | 5,038,589 | | | — | | | 59,723 | | | 5,098,312 |
Segment net profit / (loss) from continuing operations before tax | | | — | | | (853,084) | | | (7,426,978) | | | (11,748,464) | | | (20,028,526) |
2019 | | | Graphite Exploration and Mining $ | | | Battery Technology $ | | | Battery Materials $ | | | Unallocated $ | | | Total $ |
Segment revenue | | | — | | | 1,817,049 | | | — | | | — | | | 1,817,049 |
Other income | | | — | | | 443,679 | | | 2,576,131 | | | 341 | | | 3,020,151 |
Interest income | | | — | | | — | | | — | | | 4,533 | | | 4,533 |
Total income | | | — | | | 2,260,728 | | | 2,576,131 | | | 4,874 | | | 4,841,733 |
Segment net profit / (loss) from continuing operations before tax | | | (10,667,897) | | | (9,109,713) | | | (470,476) | | | (6,257,481) | | | (26,505,567) |
2021 | | | Graphite Exploration and Mining $ | | | Battery Technology $ | | | Battery Materials $ | | | Unallocated $ | | | Total $ |
Segment assets | | | 3,116,523 | | | 13,990,451 | | | 47,899,929 | | | 137,850,370 | | | 202,857,273 |
2020 | | | Graphite Exploration and Mining $ | | | Battery Technology $ | | | Battery Materials $ | | | Unallocated $ | | | Total $ |
Segment assets | | | 2,998,439 | | | 5,872,307 | | | 28,744,416 | | | 37,642,256 | | | 75,257,418 |
2021 | | | Graphite Exploration and Mining $ | | | Battery Technology $ | | | Battery Materials $ | | | Unallocated $ | | | Total $ |
Segment liabilities | | | — | | | 7,440,067 | | | 9,277,070 | | | 1,744,334 | | | 18,461,471 |
2020 | | | Graphite Exploration and Mining $ | | | Battery Technology $ | | | Battery Materials $ | | | Unallocated $ | | | Total $ |
Segment liabilities | | | — | | | 2,868,546 | | | 3,604,836 | | | 2,252,043 | | | 8,725,425 |
| | Consolidated | |||||||
| | 2021 $ | | | 2020 $ | | | 2019 $ | |
Profit / (loss) for the period | | | (18,076,077) | | | (20,028,526) | | | (26,121,912) |
Adjustments for | | | | | | | |||
Share based payments | | | 5,948,532 | | | 7,558,953 | | | 6,673,510 |
Borrowing costs | | | 760 | | | 5,098,906 | | | 1,405,456 |
Fixed assets written off | | | 2,764,940 | | | 210,773 | | | 90,477 |
Loss on sale of fixed assets | | | 6,777 | | | — | | | — |
Foreign exchange (gain) / loss | | | 106,787 | | | 387,371 | | | (174,990) |
Gain on acquisition of subsidiary | | | — | | | — | | | (2,576,131) |
Share of net loss of joint venture | | | — | | | — | | | 751,981 |
Fair value gain on borrowings | | | — | | | — | | | (114,106) |
Impairment losses | | | — | | | — | | | 15,918,925 |
Non-cash termination settlement | | | 294,247 | | | — | | | — |
Amortisation & depreciation expense | | | 1,697,754 | | | 1,380,303 | | | 494,948 |
Government incentives | | | (49,278) | | | — | | | — |
Income tax expense | | | — | | | — | | | (273,939) |
| | | | | |
| | Consolidated | |||||||
| | 2021 $ | | | 2020 $ | | | 2019 $ | |
Change in operating assets and liabilities: | | | | | | | |||
(Increase)/decrease in other operating assets | | | (1,927,128) | | | (976,969) | | | (672,354) |
Increase / (decrease) in trade creditors | | | (145,616) | | | 387,198 | | | 288,424 |
Increase in other operating liabilities | | | 1,206,238 | | | 388,474 | | | 309,624 |
Net cash outflow from operating activities | | | (8,172,064) | | | (5,593,517) | | | (4,000,087) |
(a) | Net debt reconciliation |
| | 2021 $ | | | 2020 $ | | | 2019 $ | |
Cash and cash equivalents | | | 136,663,976 | | | 38,807,662 | | | 6,054,664 |
Lease liability - repayable within one year | | | (410,792) | | | (141,124) | | | — |
Borrowings – repayable within one year (including overdraft) | | | (277,060) | | | (274,917) | | | (4,145,069) |
Lease liability - repayable after one year | | | (7,120,396) | | | (2,778,979) | | | — |
Borrowings – repayable after one year | | | (5,986,565) | | | (1,937,095) | | | (13,016,841) |
Net cash (debt) | | | 122,869,163 | | | 33,675,547 | | | (11,107,246) |
| | | | | | ||||
Cash and cash equivalents | | | 136,663,976 | | | 38,807,662 | | | 6,054,664 |
Gross debt – fixed interest rates | | | (8,386,881) | | | (3,807,635) | | | (15,808,268) |
Gross debt – variable interest rates | | | (5,407,932) | | | (1,324,480) | | | (1,353,642) |
Net cash (debt) | | | 122,869,163 | | | 33,675,547 | | | (11,107,246) |
| | | | Liabilities from financing activities | | | ||||||
| | Cash $ | | | Borrowings due within 1 year $ | | | Borrowings due after 1 year $ | | | Total $ | |
Net debt as at 1 July 2018 | | | 365,592 | | | (56,254) | | | (1,645,776) | | | (1,336,438) |
Cashflows | | | 5,689,072 | | | (3,964,813) | | | (574,917) | | | 1,149,342 |
Conversion/proceeds of loan notes | | | — | | | — | | | (10,905,530) | | | (10,905,530) |
Other non-cash movements | | | — | | | (124,002) | | | 109,382 | | | (14,620) |
Net debt as at 30 June 2019 | | | 6,054,664 | | | (4,145,069) | | | (13,016,841) | | | (11,107,246) |
Cashflows | | | 32,752,998 | | | (6,118,751) | | | 6,508,544 | | | 33,142,791 |
Conversion of short-term loan to loan notes | | | — | | | 4,000,000 | | | (4,000,000) | | | — |
Redemption of loan notes | | | | | — | | | 10,468,843 | | | 10,468,843 | |
Other non-cash movements | | | — | | | 5,847,779 | | | (4,676,620) | | | 1,171,159 |
Net cash as at 30 June 2020 | | | 38,807,662 | | | (416,041) | | | (4,716,074) | | | 33,675,547 |
Cashflows | | | 97,856,314 | | | 329,873 | | | (4,029,769) | | | 94,156,418 |
Other non-cash movements | | | — | | | (601,684) | | | (4,361,118) | | | (4,962,802) |
Net cash as at 30 June 2021 | | | 136,663,976 | | | (687,852) | | | (13,106,961) | | | 122,869,163 |
(b) | Non-cash investing and financing activities |
• | Right of use assets – note 21 |
• | Options and shares issued to employees – note 28 |
| | | | Ownership interest held of the group | | | ||||||
Name of entity | | | Place of business / country of incorporation | | | 2021 % | | | 2020 % | | | Principal activities |
MD South Tenements Pty Ltd | | | Australia | | | 100% | | | 100% | | | Graphite exploration |
Novonix Battery Testing Services Inc | | | Canada | | | 100% | | | 100% | | | Battery technology services. |
Novonix Corp | | | USA | | | 100% | | | 100% | | | Investment |
NOVONIX Anode Materials | | | USA | | | 100% | | | 100% | | | Battery materials development |
| | Number | | | Weighted Average Exercise Price | |
Options outstanding as at 1 July 2018 | | | 21,175,000 | | | $0.64 |
Granted | | | 33,710,000 | | | $0.69 |
Granted – Subject to shareholder approval | | | 17,500,000 | | | $0.50 |
Forfeited | | | (365,000) | | | $0.65 |
Exercised | | | (5,000,000) | | | $0.30 |
Options outstanding as at 30 June 2019 | | | 67,020,000 | | | $0.65 |
Granted to employees | | | 4,500,000 | | | $0.50 |
Granted to loan note holders | | | 10,000,000 | | | $0.80 |
Cancelled | | | (40,500,000) | | | $0.77 |
Expired | | | (970,000) | | | $0.60 |
Exercised | | | (183,333) | | | $0.66 |
Options outstanding as at 30 June 2020 | | | 39,866,667 | | | $0.55 |
Granted to employees | | | 200,000 | | | $0.50 |
Expired | | | (500,000) | | | $1.03 |
Exercised | | | (7,463,333) | | | $0.70 |
Options outstanding as at 30 June 2021 | | | 32,103,334 | | | $0.51 |
a. | On 8 July 2019, 2,500,000 share options were awarded to an employee of the group (who is not KMP). The terms of the options are set out in the table below. The options hold no voting or dividend rights and are not transferable. The options vest in 10 tranches on achievement of progressive Novonix Anode Materials sales milestones. The vesting dates in the table below represent the current estimate of when the vesting conditions will be met. |
| | Tranche 1 | | | Tranche 2 | | | Tranche 3 | | | Tranche 4 | | | Tranche 5 | | | Tranche 6 | | | Tranche 7 | | | Tranche 8 | | | Tranche 9 | | | Tranche 10 | |
Number of options | | | 250,000 | | | 250,000 | | | 250,000 | | | 250,000 | | | 250,000 | | | 250,000 | | | 250,000 | | | 250,000 | | | 250,000 | | | 250,000 |
Exercise price | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 |
Award date | | | 08/07/2019 | | | 08/07/2019 | | | 08/07/2019 | | | 08/07/2019 | | | 08/07/2019 | | | 08/07/2019 | | | 08/07/2019 | | | 08/07/2019 | | | 08/07/2019 | | | 08/07/2019 |
Expiry date | | | 08/07/2029 | | | 08/07/2029 | | | 08/07/2029 | | | 08/07/2029 | | | 08/07/2029 | | | 08/07/2029 | | | 08/07/2029 | | | 08/07/2029 | | | 08/07/2029 | | | 08/07/2029 |
Vesting date | | | 31/05/2022 | | | 31/03/2023 | | | 30/06/2023 | | | 30/11/2023 | | | 31/12/2023 | | | 28/02/2024 | | | 31/03/2024 | | | 30/04/2024 | | | 31/05/2024 | | | 30/06/2024 |
Volatility | | | 85.08% | | | 85.08% | | | 85.08% | | | 85.08% | | | 85.08% | | | 85.08% | | | 85.08% | | | 85.08% | | | 85.08% | | | 85.08% |
Dividend yield | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% |
Risk-free interest rate | | | 1.32% | | | 1.32% | | | 1.32% | | | 1.32% | | | 1.32% | | | 1.32% | | | 1.32% | | | 1.32% | | | 1.32% | | | 1.32% |
Fair value at grant date | | | $0.3026 | | | $0.3115 | | | $0.3179 | | | $0.3201 | | | $0.3248 | | | $0.3255 | | | $0.3264 | | | $0.3270 | | | $0.3307 | | | $0.3310 |
b. | On 7 December 2019, 1,000,000 share options were awarded to an employee of the group (who is not KMP). The terms of the options are set out in the table below. The options hold no voting or dividend rights and are not transferable. The options vest in 10 tranches on achievement of progressive Novonix Anode Materials sales milestones. The vesting dates in the table below represent the current estimate of when the vesting conditions will be met. |
| | Tranche 1 | | | Tranche 2 | | | Tranche 3 | | | Tranche 4 | | | Tranche 5 | | | Tranche 6 | | | Tranche 7 | | | Tranche 8 | | | Tranche 9 | | | Tranche 10 | |
Number of options | | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 |
Exercise price | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 |
Award date | | | 7/12/2019 | | | 7/12/2019 | | | 7/12/2019 | | | 7/12/2019 | | | 7/12/2019 | | | 7/12/2019 | | | 7/12/2019 | | | 7/12/2019 | | | 7/12/2019 | | | 7/12/2019 |
Expiry date | | | 7/12/2029 | | | 7/12/2029 | | | 7/12/2029 | | | 7/12/2029 | | | 7/12/2029 | | | 7/12/2029 | | | 7/12/2029 | | | 7/12/2029 | | | 7/12/2029 | | | 7/12/2029 |
Vesting date | | | 31/05/2022 | | | 31/03/2023 | | | 30/06/2023 | | | 30/11/2023 | | | 31/12/2023 | | | 28/02/2024 | | | 31/03/2024 | | | 30/04/2024 | | | 31/05/2024 | | | 30/06/2024 |
Volatility | | | 84.89% | | | 84.89% | | | 84.89% | | | 84.89% | | | 84.89% | | | 84.89% | | | 84.89% | | | 84.89% | | | 84.89% | | | 84.89% |
Dividend yield | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% |
Risk-free interest rate | | | 1.14% | | | 1.14% | | | 1.14% | | | 1.14% | | | 1.14% | | | 1.14% | | | 1.14% | | | 1.14% | | | 1.14% | | | 1.14% |
Fair value at grant date | | | $0.4274 | | | $0.4415 | | | $0.4513 | | | $0.4543 | | | $0.4611 | | | $0.4623 | | | $0.4636 | | | $0.4644 | | | $0.4696 | | | $0.4703 |
c. | On 16 January 2020, 1,000,000 share options were awarded to an employee of the group (who is not KMP). The terms of the options are set out in the table below. The options hold no voting or dividend rights and are not transferable. The options vest in 10 tranches on achievement of progressive Novonix Anode Materials sales milestones. The vesting dates in the table below represent the current estimate of when the vesting conditions will be met. |
| | Tranche 1 | | | Tranche 2 | | | Tranche 3 | | | Tranche 4 | | | Tranche 5 | | | Tranche 6 | | | Tranche 7 | | | Tranche 8 | | | Tranche 9 | | | Tranche 10 | |
Number of options | | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 |
Exercise price | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 | | | $0.50 |
Award date | | | 16/01/2020 | | | 16/01/2020 | | | 16/01/2020 | | | 16/01/2020 | | | 16/01/2020 | | | 16/01/2020 | | | 16/01/2020 | | | 16/01/2020 | | | 16/01/2020 | | | 16/01/2020 |
Expiry date | | | 16/01/2030 | | | 16/01/2030 | | | 16/01/2030 | | | 16/01/2030 | | | 16/01/2030 | | | 16/01/2030 | | | 16/01/2030 | | | 16/01/2030 | | | 16/01/2030 | | | 16/01/2030 |
Vesting date | | | 31/05/2022 | | | 31/03/2023 | | | 30/06/2023 | | | 30/11/2023 | | | 31/12/2023 | | | 28/02/2024 | | | 31/03/2024 | | | 30/04/2024 | | | 31/05/2024 | | | 30/06/2024 |
Volatility | | | 82.80% | | | 82.80% | | | 82.80% | | | 82.80% | | | 82.80% | | | 82.80% | | | 82.80% | | | 82.80% | | | 82.80% | | | 82.80% |
Dividend yield | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% | | | 0% |
Risk-free interest rate | | | 1.18% | | | 1.18% | | | 1.18% | | | 1.18% | | | 1.18% | | | 1.18% | | | 1.18% | | | 1.18% | | | 1.18% | | | 1.18% |
Fair value at grant date | | | $0.3541 | | | $0.3648 | | | $0.3726 | | | $0.3753 | | | $0.3809 | | | $0.3819 | | | $0.3832 | | | $0.3839 | | | $0.3883 | | | $0.3889 |
d. | On 14 December 2020, 100,000 share options were awarded to an employee of the group (who is not KMP). The terms of the options are set out in the table below. The options hold no voting or dividend rights and are not transferable. |
| | Tranche 1 | | | Tranche 2 | | | Tranche 3 | |
Number of options | | | 33,333 | | | 33,333 | | | 33,334 |
Exercise price | | | $0.50 | | | $0.50 | | | $0.50 |
Award date | | | 14/12/2020 | | | 14/12/2020 | | | 14/12/2020 |
Expiry date | | | 14/12/2030 | | | 14/12/2030 | | | 14/12/2030 |
Vesting date | | | 24/02/2021 | | | 24/02/2022 | | | 24/02/2023 |
Volatility | | | 94.2% | | | 94.2% | | | 94.2% |
Dividend yield | | | 0% | | | 0% | | | 0% |
Risk-free interest rate | | | 0.98% | | | 0.98% | | | 0.98% |
Fair value at grant date | | | $0.7878 | | | $0.8394 | | | $0.8758 |
e. | On 14 March 2021, 100,000 share options were awarded to an employee of the group (who is not KMP). The terms of the options are set out in the table below. The options hold no voting or dividend rights and are not transferable. |
| | Tranche 1 | | | Tranche 2 | | | Tranche 3 | |
Number of options | | | 33,333 | | | 33,333 | | | 33,334 |
Exercise price | | | $0.50 | | | $0.50 | | | $0.50 |
Award date | | | 14/03/2021 | | | 14/03/2021 | | | 14/03/2021 |
Expiry date | | | 14/03/2031 | | | 14/03/2031 | | | 14/03/2031 |
Vesting date | | | 24/02/2022 | | | 24/02/2023 | | | 24/02/2024 |
Volatility | | | 96.28% | | | 96.28% | | | 96.28% |
Dividend yield | | | 0% | | | 0% | | | 0% |
Risk-free interest rate | | | 1.72% | | | 1.72% | | | 1.72% |
Fair value at grant date | | | $2.4101 | | | $2.4811 | | | $2.5277 |
| | Number on issue | | | Number Vested | |
Performance rights outstanding as at 1 July 2018 | | | 1,645,833 | | | 895,833 |
Granted | | | 1,750,000 | | | — |
Exercised | | | — | | | — |
Expired | | | — | | | — |
Performance rights outstanding as at 30 June 2019 | | | 3,395,833 | | | 895,833 |
Vested | | | 1,500,000 | | | |
Performance rights outstanding as at 30 June 2020 | | | 3,395,833 | | | 2,395,833 |
Vested | | | — | | | — |
Granted | | | 3,500,000 | | | 3,500,000 |
Forfeited | | | (1,000,000) | | | — |
Exercised | | | (3,558,865) | | | (3,558,865) |
Settled | | | (736,968) | | | (736,968) |
Performance rights outstanding as at 30 June 2021 | | | 1,600,000 | | | 1,600,000 |
Grant date | | | Number | | | Vesting date | | | Expiry |
14 December 2020 | | | 2,250,000 | | | 4 January 2021 | | | 30 June 2022 |
14 December 2020 | | | 250,000 | | | 11 December 2021 | | | 11 December 2025 |
14 December 2020 | | | 250,000 | | | 11 December 2022 | | | 11 December 2025 |
14 December 2020 | | | 250,000 | | | 11 December 2023 | | | 11 December 2025 |
14 December 2020 | | | 250,000 | | | 11 December 2024 | | | 11 December 2025 |
14 December 2020 | | | 250,000 | | | 14 December 2020 | | | 30 June 2022 |
Total | | | 3,500,000 | | | | |
a) | in July 2021, NOVONIX has closed on the purchase of the previously mentioned 400,000+ square-foot facility in Chattanooga, Tennessee known locally as “Big Blue”, announced initially on 23 June 2021, for USD$41.5 million. |
b) | Phillips 66 announced a US$150 million strategic investment in NOVONIX for approximately 16% of the Company, advancing NOVONIX’s production of synthetic graphite for high-performance lithium-ion batteries. Phillips 66 will subscribe for 77,962,578 ordinary shares of NOVONIX for a purchase price of US$150 million (approx. AUD$203 million). This investment expands on a previous relationship with NOVONIX to develop state of the art technology under a DOE project awarded in 2021. The investment in NOVONIX will support scale up of its anode production facility and additional growth of the Anode Materials division as the Company looks to bring 40,000 MT of synthetic graphite anode material into service by 2025. Phillips 66 is a global producer of petroleum needle coke, and is a supplier to NOVONIX. The transaction was approved by NOVONIX shareholders on 24 September 2021. |
c) | NOVONIX continued work towards an initial public offering in the United States of American Depositary Shares (“ADS”), and concurrent listing of the ADSs on Nasdaq. |
(a) | On 14 December 2020, 2,250,000 performance rights (convertible to ordinary shares on a 1:1 basis) were granted to Chris Burns, CEO (1,500,000) and Nick Liveris, CFO (750,000). The performance rights were formally approved by shareholders at the AGM on 17 November 2020. The value of each performance right was determined to be $1.06, with a vesting date of 4 January 2021 and an expiry date of 30 June 2022. An expense of $2,044,286 has been recognised in the year ended 30 June 2021. |
(b) | The Group entered into a separation agreement with Philip St Baker following his resignation on 23 September 2020, which included the settlement of a $1,500,000 limited resource loan. Refer note 22(f). |
(c) | On 16 March 2021 the following performance rights were exercised and converted into fully paid ordinary shares: |
a. | Greg Baynton (Director) – 300,000 performance rights |
b. | Chris Burns (CEO) – 1,800,000 performance rights |
c. | Nicholas Liveris (CFO) – 900,000 performance rights |
(a) | Exploration commitments |
| | Consolidated | ||||
| | 2021 $ | | | 2020 $ | |
Commitments for payments under exploration permits in existence at the reporting date but not recognised as liabilities payable | | | 13,000 | | | 6,000 |
(b) | Capital commitments |
| | Consolidated | ||||
| | 2021 $ | | | 2020 $ | |
Property, plant and equipment | | | 10,182,218 | | | — |
| | Consolidated | |||||||
| | | | 2021 $ | | | 2020 $ | ||
Financial assets | | | Notes | | | | | ||
Cash and cash equivalents | | | 12 | | | 136,663,976 | | | 38,807,662 |
Trade and other receivables | | | 13 | | | 2,042,963 | | | 1,075,357 |
Total financial assets | | | | | 138,706,939 | | | 39,883,019 | |
Financial liabilities | | | | | | | |||
Trade payables | | | 19 | | | 1,823,898 | | | 847,724 |
Lease liabilities | | | 21 | | | 7,531,188 | | | 2,920,103 |
Borrowings | | | 22 | | | 6,263,625 | | | 2,212,012 |
Total financial liabilities | | | | | 15,618,711 | | | 5,979,839 |
| | 2021 CAD $ | | | 2020 CAD $ | | | 2021 USD $ | | | 2020 USD $ | |
Cash at bank | | | 246,055 | | | 377,909 | | | 70,491,449 | | | 16,591,686 |
Trade receivables | | | 227,925 | | | 50,321 | | | 1,305,421 | | | 616,494 |
Trade payables | | | 322,387 | | | 154,305 | | | 803,545 | | | 349,475 |
Borrowings | | | 6,263,625 | | | 2,025,562 | | | — | | | 36,706 |
Lease liabilities | | | — | | | — | | | 7,531,188 | | | 2,920,103 |
Contractual maturities of financial liabilities | | | Less than 6 months | | | 6 - 12 months | | | Between 1 and 2 years | | | Between 2 and 5 years | | | Over 5 years | | | Total contractual cash flows | | | Carrying amount |
At 30 June 2021 | | | | | | | | | | | | | | | |||||||
Trade payables | | | 4,356,556 | | | — | | | — | | | — | | | — | | | 4,356,556 | | | 4,356,556 |
Lease liabilities | | | 360,437 | | | 361,014 | | | 742,275 | | | 2,292,090 | | | 6,048,571 | | | 9,804,386 | | | 7,531,188 |
Borrowings | | | 185,059 | | | 212,961 | | | 649,094 | | | 1,929,055 | | | 5,307,377 | | | 8,283,546 | | | 6,263,625 |
Total non-derivatives | | | 4,902,051 | | | 573,975 | | | 1,391,369 | | | 4,221,145 | | | 11,355,948 | | | 22,444,488 | | | 18,151,369 |
| | $ | |
Fair value previously held equity interest | | | 13,291,330 |
Fair value of consideration transferred | | | 7,075,279 |
| | 20,366,609 |
The fair values of the assets and liabilities of the Novonix Anode Materials LLC, acquired as at the date of acquisition, are as follows: | | | $ |
Cash and cash equivalents | | | 1,880,108 |
Inventories | | | 1,649 |
Plant and equipment | | | 913,821 |
Intangible assets: Technology | | | 1,268,785 |
Deferred tax liabilities | | | (266,445) |
Identifiable net assets acquired | | | 3,797,918 |
Goodwill on acquisition | | | 16,568,691 |
Net assets acquired | | | 20,366,609 |
Purchase consideration | | | $ |
Cash consideration | | | 7,075,279 |
Less: cash balances acquired | | | (1,880,108) |
Outflow of cash in FY2019 – investing activities | | | 5,195,171 |
ARTICLE 1.
|
DEFINITIONS
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1
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SECTION 1.1.
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American Depositary Shares.
|
1
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SECTION 1.2.
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Commission.
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2
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SECTION 1.3.
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Company.
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2
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SECTION 1.4.
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Custodian.
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2
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SECTION 1.5.
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Deliver; Surrender.
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2
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SECTION 1.6.
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Deposit Agreement.
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3
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SECTION 1.7.
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Depositary; Depositary’s Office.
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3
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SECTION 1.8.
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Deposited Securities.
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3
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SECTION 1.9.
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Disseminate.
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3
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SECTION 1.10.
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Dollars.
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3
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SECTION 1.11.
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DTC.
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4
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SECTION 1.12.
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Foreign Registrar.
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4
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SECTION 1.13.
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Holder.
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4
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SECTION 1.14.
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Owner.
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4
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SECTION 1.15.
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Receipts.
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4
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SECTION 1.16.
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Registrar.
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4
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SECTION 1.17.
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Replacement.
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4
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SECTION 1.18.
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Restricted Securities.
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5
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SECTION 1.19.
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Securities Act of 1933.
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5
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SECTION 1.20.
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Shares.
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5
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SECTION 1.21.
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SWIFT.
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5
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SECTION 1.22.
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Termination Option Event.
|
5
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ARTICLE 2.
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FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES
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6
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|
SECTION 2.1.
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Form of Receipts; Registration and Transferability of American Depositary Shares.
|
6
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SECTION 2.2.
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Deposit of Shares.
|
7
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SECTION 2.3.
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Delivery of American Depositary Shares.
|
8
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SECTION 2.4.
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Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares.
|
8
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|
SECTION 2.5.
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Surrender of American Depositary Shares and Withdrawal of Deposited Securities.
|
9
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SECTION 2.6.
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Limitations on Delivery, Registration of Transfer and Surrender of American Depositary Shares.
|
10
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SECTION 2.7.
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Lost Receipts, etc.
|
11
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SECTION 2.8.
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Cancellation and Destruction of Surrendered Receipts.
|
12
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SECTION 2.9.
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DTC Direct Registration System and Profile Modification System.
|
12
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ARTICLE 3.
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CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES
|
12
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SECTION 3.1.
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Filing Proofs, Certificates and Other Information.
|
12
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|
SECTION 3.2.
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Liability of Owner for Taxes.
|
13
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|
SECTION 3.3.
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Warranties on Deposit of Shares.
|
13
|
|
SECTION 3.4.
|
Disclosure of Interests.
|
13
|
|
ARTICLE 4.
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THE DEPOSITED SECURITIES
|
14
|
|
SECTION 4.1.
|
Cash Distributions.
|
14
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|
SECTION 4.2.
|
Distributions Other Than Cash, Shares or Rights.
|
15
|
|
SECTION 4.3.
|
Distributions in Shares.
|
16
|
|
SECTION 4.4.
|
Rights.
|
16
|
|
SECTION 4.5.
|
Conversion of Foreign Currency.
|
18
|
|
SECTION 4.6.
|
Fixing of Record Date.
|
19
|
|
SECTION 4.7.
|
Voting of Deposited Shares.
|
20
|
|
SECTION 4.8.
|
Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities.
|
21
|
|
SECTION 4.9.
|
Reports.
|
22
|
|
SECTION 4.10.
|
Lists of Owners.
|
22
|
|
SECTION 4.11.
|
Withholding.
|
23
|
|
ARTICLE 5.
|
THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY
|
23
|
|
SECTION 5.1.
|
Maintenance of Office and Register by the Depositary.
|
23
|
|
SECTION 5.2.
|
Prevention or Delay of Performance by the Company or the Depositary.
|
24
|
|
SECTION 5.3.
|
Obligations of the Depositary and the Company.
|
25
|
|
SECTION 5.4.
|
Resignation and Removal of the Depositary.
|
26
|
|
SECTION 5.5.
|
The Custodians.
|
27
|
|
SECTION 5.6.
|
Notices and Reports.
|
27
|
|
SECTION 5.7.
|
Distribution of Additional Shares, Rights, etc.
|
28
|
|
SECTION 5.8.
|
Indemnification.
|
28
|
|
SECTION 5.9.
|
Charges of Depositary.
|
29
|
|
SECTION 5.10.
|
Retention of Depositary Documents.
|
30
|
|
SECTION 5.11.
|
Exclusivity.
|
30
|
|
SECTION 5.12.
|
Information for Regulatory Compliance.
|
30
|
ARTICLE 6.
|
AMENDMENT AND TERMINATION
|
30
|
|
SECTION 6.1.
|
Amendment.
|
30
|
|
SECTION 6.2.
|
Termination.
|
31
|
|
ARTICLE 7.
|
MISCELLANEOUS
|
32
|
|
SECTION 7.1.
|
Counterparts; Signatures; Delivery.
|
32
|
|
SECTION 7.2.
|
No Third Party Beneficiaries.
|
32
|
|
SECTION 7.3.
|
Severability.
|
32
|
|
SECTION 7.4.
|
Owners and Holders as Parties; Binding Effect.
|
33
|
|
SECTION 7.5.
|
Notices.
|
33
|
|
SECTION 7.6.
|
Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver.
|
34
|
|
SECTION 7.7.
|
Waiver of Immunities.
|
35
|
|
SECTION 7.8.
|
Governing Law.
|
35
|
ARTICLE 2. |
FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES
|
ARTICLE 3. |
CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES
|
NOVONIX LIMITED
|
||
By:
|
||
Name:
|
||
Title:
|
||
THE BANK OF NEW YORK MELLON,
|
||
as Depositary
|
||
By:
|
||
Name:
|
||
Title:
|
AMERICAN DEPOSITARY SHARES
|
|
(Each American Depositary Share represents
|
|
_____ deposited Shares)
|
1. |
THE DEPOSIT AGREEMENT.
|
2. |
SURRENDER OF AMERICAN DEPOSITARY SHARES AND WITHDRAWAL OF SHARES.
|
3. |
REGISTRATION OF TRANSFER OF AMERICAN DEPOSITARY SHARES; COMBINATION AND SPLIT-UP OF RECEIPTS; INTERCHANGE OF CERTIFICATED AND UNCERTIFICATED AMERICAN DEPOSITARY SHARES.
|
4. |
LIABILITY OF OWNER FOR TAXES.
|
5. |
WARRANTIES ON DEPOSIT OF SHARES.
|
6. |
FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.
|
7. |
CHARGES OF DEPOSITARY.
|
8. |
DISCLOSURE OF INTERESTS.
|
9. |
TITLE TO AMERICAN DEPOSITARY SHARES.
|
10. |
VALIDITY OF RECEIPT.
|
11. |
REPORTS; INSPECTION OF TRANSFER BOOKS.
|
12. |
DIVIDENDS AND DISTRIBUTIONS.
|
13. |
RIGHTS.
|
14. |
CONVERSION OF FOREIGN CURRENCY.
|
15. |
RECORD DATES.
|
16. |
VOTING OF DEPOSITED SHARES.
|
17. |
TENDER AND EXCHANGE OFFERS; REDEMPTION, REPLACEMENT OR CANCELLATION OF DEPOSITED SECURITIES.
|
18. |
LIABILITY OF THE COMPANY AND DEPOSITARY.
|
19. |
RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.
|
20. |
AMENDMENT.
|
21. |
TERMINATION OF DEPOSIT AGREEMENT.
|
22. |
DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM.
|
23. |
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS; SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF IMMUNITIES.
|
Respectfully Submitted By:
|
||
By:
|
/s/ Simon Moores
|
|
Name:
|
Simon Moores
|
|
Title: | CEO |
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