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BOS GLOBAL Holdings Limited (Formerly Forte Energy NL)

ABN 59 009 087 852

ANNUAL REPORT

30 JUNE 2016

BOS GLOBAL Holdings Limited (Formerly Forte Energy NL)

Suite 3, Level 3 1292 Hay Street

West Perth WA 6005

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BOS GLOBAL Holdings Limited

(ABN 59 009 087 852)

CONTENTS TO ANNUAL REPORT Corporate Information .................................................................................................. 2 Managing Directors’ Report ......................................................................................... 3 Directors’ Report .......................................................................................................... 4 Consolidated Statement of Comprehensive Income .................................................. 15 Consolidated Statement of Financial Position ............................................................ 16 Consolidated Statement of Changes in Equity ........................................................... 17 Consolidated Statement of Cash Flows ...................................................................... 18 Notes to the Consolidated Financial Statements ........................................................ 19 Directors’ Declaration ................................................................................................ 66 Independent Audit Report to the Members of BOS GLOBAL Holdings Limited .... 67

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(ABN 59 009 087 852)

CORPORATE INFORMATION ABN: 59 009 087 852 The Directors of BOS GLOBAL Holdings Limited (formerly Forte Energy NL) present their report on the Consolidated Entity consisting of BOS GLOBAL Holdings Limited (“the Company” or “BOS GLOBAL Holdings”) and the entities it controlled at the end of, or during, the financial year ended 30 June 2016 (“Consolidated Entity” or “Group”). A description of the Group's operations and of its principal activities is included in the review of operations and activities in the Directors' report on pages 4 to 8. Directors M C Travia L C Shutes M D Reilly M P Uren M F Bergin D I Ireland Company Secretary M R Wylie Principal and Registered Offices Suite 3, Level 3 1292 Hay Street West Perth Western Australia 6005 AUSTRALIA Tel: +61 (0)8 9322 4071 Solicitors Bartier Perry Level 10 77 Castlereagh Street SYDNEY NSW 2000 AUSTRALIA Pillsbury Winthrop Shaw Pittman LLP Tower 42, Level 21 25 Old Broad Street London EC2N 1HQ UNITED KINGDOM Auditors Ernst & Young 11 Mounts Bay Road Perth Western Australia 6000 AUSTRALIA

Share Register Computershare Investor Services Pty Limited Level 11 172 St Georges Terrace Perth WA 6000 Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 www.investorcentre.com/contact Computershare Investor Services PLC PO Box 82, The Pavilions Bridgwater Road BRISTOL BS99 7NH UNITED KINGDOM Enquiries (within UK) 0370 702 0000 (outside UK) +44 370 702 0000 www.computershare.co.uk Nominated Advisor RFC Ambrian Ltd L15, QV1 Building 250 St Georges Terrace Perth Western Australia 6000 AUSTRALIA Nominated Broker Peterhouse Corporate Finance Limited New Liverpool House 15 Eldon Street London EC2M 7LD UNITED KINGDOM Stock Exchange London Stock Exchange AIM – BOS

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(ABN 59 009 087 852)

MANAGING DIRECTOR’S REPORT During the financial year ended 30th June 2016, Forte Energy NL (“Forte” or the “Company”) continued to implement its cost reduction strategies announced in 2015 whilst pursuing acquisition opportunities. On 17 December 2015 Forte announced that it had entered into a transactional funding agreement with DJ Family Trust, which held a 51% controlling interest in BOS GLOBAL Limited (“BGL”). The funding agreement was an initial step towards reaching an in-principal agreement to enter into a corporate transaction in the financial technology sector. The funds provided supported Forte whilst negotiations were finalised and approvals sought for a potential reverse takeover of BGL, subject to shareholder approval of both companies. This reverse takeover transaction was approved by Forte Shareholders on 26 August 2016. Subsequently, the Company changed its name to BOS GLOBAL Holdings Limited (‘BOS’) and launched its first cloud based software product – BOS Meet – on 16 December 2016. This is the first of a suite of software applications focused on efficiency in the workplace under the umbrella brand, BOS360 Work Patterns. Some of the Company financial highlights since this reporting period:

• Secured £1.392 new Convertible Note funding from December 2016 at fixed monthly instalments and resulting conversion at £0.16 pence per share each month;

• Completed £600,000 private placement at £0.09 pence per Share via its broker Peterhouse Corporate Finance Limited;

• Received £35,000 Income from FY16 R&D activities and FY17 Services; • Commenced sale process of non-core mining assets

BOS has established software business operations in Australia, England, California, India and with planned expansion to include Hong Kong in early 2017. I wish to thank the Directors, Staff and Shareholders for their support during this transition year, and look forward to achieving revenue, profit and growth through software product sales going forward. Michael Travia Managing Director

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DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016

Your Directors submit their report for the year ended 30 June 2016. The financial report of BOS GLOBAL Holdings Limited for the year ended 30 June 2016 has been authorised for issue in accordance with a resolution of the directors on 6 January 2017. DIRECTORS The names and details of the Company’s Directors in office during the financial year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated. Names, qualifications, experience and special responsibilities Larry Colin Shutes, B.Com, A.C.A. (Non-executive Chairman – Appointed 29 August 2016) Mr. Shutes has been a chartered accountant for 35 years, a company director for 30 years and a public company director for 10 years. He has a strong background in management within the property and financial sector. Larry has extensive experience in project development, origination and execution of a broad range of innovative financial products and solutions across a spectrum of public and private equity and debt/equity-linked transactions. His most recent experience has included directorship and chair of ASX listed companies ETT Limited and Farmworks Australia Ltd. Roles included chairing of corporate governance, audit and remuneration committees, shareholder and stockbroker presentations, debt restructuring capital raisings and company restructuring. Michael Claude Travia, (Managing Director – Appointed 15 June 2016) Mr. Travia joined the Board on 15 June 2016 and was appointed Managing Director of the Company on 29 August 2016. Mr. Travia is the founder and Group Executive Director of BOS GLOBAL Limited (“BGL”), which completed a reverse takeover of BOS GLOBAL Holdings Limited on 26 August 2016. He is the chief architect of BGL`s company strategy, IP acquisition, commercialisation and global distribution. Prior to founding BGL, Michael held sales and operational roles for Unisys, Alcatel, IBM and National Australia Bank. Mark David Reilly, B.Bus, A.C.A. (Executive Director) Mr. Reilly joined the Board on 2 August 2004. He held the position of Managing Director until 29 August 2016 and continues as an executive director. Mr Reilly has over 20 years’ experience in advisory work with extensive experience in the mining, banking and finance industries. He worked with Pricewaterhouse Coopers in Perth before establishing a practice with Glenn Featherby. Murray Fullarton Bergin, B.Econ, (Non-Executive Director – Appointed 29 August 2016) Mr. Bergin is a self-funded retiree providing executive coaching and advisory services to industry leaders. He has broad executive experience in the IT&T industry with organisations such as Dexterra, Telstra, Unisys, IBM, Prime Computer and Canada Systems Group. His management experience includes experience in the hardware and software industries as well as significant professional services operations. He is currently active in directing technology start-up operations via operating entities Recorked and FreeForce and in executive coaching through Recorked and as an associate of Madston Black. He is also a partner in a Telstra dealer operation via Televentures P/L. Mark Philip Uren (Non-Executive Director – Appointed 29 August 2016) Mr. Uren has more than 25 years` experience in consulting, professional services and technology. He holds Independent Director positions on the kronologica® and meetingly® product companies. He is currently acting CEO of a major animal hospital, and is an experienced COO of technology advice and guidance companies.

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DIRECTORS’ REPORT (Continued) FOR THE YEAR ENDED 30 JUNE 2016

David Ivan Ireland, B.Bus and GradDipMGT, (Non-Executive Director – Appointed 29 August 2016) Mr. Ireland has over 30 years’ experience in the information and communications technology industry, including 27 years with Unisys. He has progressed through various roles, including Senior Account Manager (ACT & Districts), Sales Manager (ACT and Federal), State Manager (SA & NT), Sales Director (Northern Region) and General Manager, both government and commercial. As General Manager of one of Unisys’ four business units, he is a member of the South Pacific Executive Team, with a track record of achievement against annual financial plans. Glenn Robert Featherby, B.Com., A.C.A. (Non-Executive Chairman – Resigned 30 August 2016) Mr. Featherby joined the Board on 2 August 2004. Mr Featherby has over 26 years’ experience in corporate advisory work and has worked extensively in the resources sector. He worked with KPMG in Perth, Western Australia and London before establishing his own accounting practice in Perth in 1997. Mr Featherby was also a non-executive director of Canadian & AIM listed European Goldfields Limited from November 2003 until December 2005, and served as finance director of Regal Petroleum Plc prior to that. Christopher David Grannell, (Non-Executive Director – Resigned 30 August 2016) Mr Grannell joined the Board on 4 April 2005. Mr Grannell has significant London capital markets experience focused in the natural resources sector. From August 2003 until March 2006 Mr Grannell served as an Executive Director and Chief Financial Officer of European Goldfields Limited, a company listed on the Toronto Stock Exchange and the AIM market of the London Stock Exchange. Since 2006 Mr Grannell has been involved in the set up, capital raising and public listing of numerous resource companies. James Gerald Leahy, (Non-Executive Director, resigned 26 August 2015) Mr Leahy joined the Board on 26 April 2012. Mr Leahy has more than 29 years’ experience in the mining sector as a senior mining analyst and specialist corporate broker with expertise in international institutional and hedge funds, foreign capital and private equity markets. He held positions at Rudolf Wolff, James Capel, Laing & Cruickshank and Canaccord before joining Mirabaud Securities, as a founding partner of the natural resources team, offering specialised stockbroking to corporate and institutional clients. Mr. Leahy has advised a number of natural resource focused funds in the UK, raised more than US$2 billion in equity for resource companies and participated in many IPO’s over his career. COMPANY SECRETARY Murray Robert Wylie, B.Com (Hon), GradDipAppCorpGov , AGIA (Company Secretary) Mr Wylie was appointed Company Secretary on 5 November 2008. He has more than 30 years experience in administrative and accounting roles in both the public and private sectors. Mr Wylie holds a Bachelor of Commerce degree and is an Associate of the Governance Institute of Australia. He also holds Company Secretary positions with two ASX-listed companies.

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DIVIDENDS No dividend has been paid since the end of the previous financial year. The Directors recommend that no dividend be paid in respect of the current financial year. PRINCIPAL ACTIVITIES

The principal activity of the Company during the course of the financial year was the exploration for minerals. Following a reverse takeover on 26 August 2016, the principal activity of the Company changed to financial technology. OPERATING AND FINANCIAL REVIEW Company Overview During the year, BOS GLOBAL Holdings continued to investigate resource opportunities whilst maintaining a focus on reducing costs to conserve capital. In consultation with its advisors and major stakeholders, the Company entered into discussions in relation to significant new projects that may be acquired or vended into by the Company with the potential to provide increased value to shareholders. Termination of agreement with European Uranium – Slovak Republic On 31 July 2014, BOS GLOBAL Holdings entered into an Agreement with European Uranium Resources Ltd (“European Uranium”), whereby BOS GLOBAL Holdings earned a 50% interest in the Kuriskova and Novoveska Huta uranium projects in the Slovak Republic, for the payment of CAD$500,000. Further expenditure of CAD$3,500,000 over 10 years was required by BOS GLOBAL Holdings to maintain its interest with the first year’s expenditure of CAD$350,000 being an obligation. The Company’s interest was held through ownership of 50% of the shares in Ludovika Energy s.r.o. and Ludovika Mining s.r.o., the Slovak-registered entities which held the mineral licenses comprising the Kuriskova and Novoveska Huta uranium projects. On 16 April 2015, the Ministry of Environment in Slovakia (“Ministry”) announced its intention to deny the application by Ludovika Energy to extend the existing uranium licence over the Kuriskova deposit area. Ludovika Energy then made a new application over the same area to explore for Rare Earth Elements and protect its rights over the area. Legal action was subsequently filed against the Ministry in relation to its decision not to grant the extension of the Uranium Permits. On 2 October 2015, BOS GLOBAL Holdings decided to terminate the agreement due to the uncertainty over the new licence applications and the legal action filed against the Ministry. The Board believed that it would be in the best interests of shareholders to cease funding the Slovakian operations and focus on other opportunities. The Company had exceeded its minimum funding commitment of CAD$350,000 and has no outstanding financial obligations under the agreement. Acquisition of BOS GLOBAL Limited The Company continued to investigate resource opportunities following termination of the agreement with European Uranium. With the prolonged downturn in commodity markets and unfavourable investment sentiment for resource exploration, the Board broadened its scope to consider opportunities in other sectors. This led to the announcement on 17 December 2015 that the Company had entered into a Conditional Option Agreement with DJ Family Trust (“DJFT”) over its 51% controlling stake in BOS GLOBAL Limited (“BGL”). DJFT is the private investment vehicle of Michael Travia, founder and Group Chief Executive of BGL. At the same time the Company also entered into a transaction funding agreement with DJFT via a A$200,000 convertible note.

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OPERATING AND FINANCIAL REVIEW (Continued) These agreements were the first steps towards entering into a corporate transaction in the financial technology sector. Such a transaction would constitute a reverse takeover under the AIM Rules for Companies. Accordingly trading in the shares of the Company on AIM was suspended until publication of an AIM Admission Document. The Company announced on 31 December 2015 that, subject to various conditions precedent still to be met, it had exercised its right by way of Option Agreement over 50.3% of BGL by way of the acquisition of 20,302,123 Ordinary Shares in BGL (“BGL Shares”) held by the DJ Family Trust for shares in BOS GLOBAL Holdings (formerly Forte Energy). BGL is an unlisted Australian public company focused on the aggregation of cloud technology investments targeting banks, financial institutions, insurers and professional consulting organisations. BGL has extensive FinTech experience with its established network of professional investment, enterprise sales, product marketing, product design, software development and support capabilities worldwide. Further details of BGL and its products and business objectives are available in the Admission Document released on AIM on 22 July 2016. On 7 January 2016 the Company announced that it had made an offer to the remaining shareholders of BGL to acquire their BGL Shares on the same terms as those provided to DJFT. On 13 January 2016, the Company advised that the offer had been accepted by BGL shareholders with a relevant interest in more than 90% of the remaining 49.7% of BGL Shares not held by DJFT. Subsequent to year end, the AIM Admission Document and Notice of Meeting were released on 22 July 2016 and trading in Forte Energy shares on AIM was restored. The resolutions required to approve the acquisition of 100% of BGL Shares by Forte Energy were approved by Forte Energy shareholders on 26 August 2016 including the consolidation of the Company’s shares and the change of the Company’s name and type to BOS GLOBAL Holdings Limited. Admission of the enlarged BOS GLOBAL Holdings to trading on AIM occurred on 30 August 2016 on a post consolidation basis. Following the recent improvement in commodity prices, the Company is considering potential sale opportunities for its non-technology assets, including its 75% interest in Copper Range (SA) Pty Ltd which holds tenements in the Olympic Dam mining precinct of South Australia, its shareholding in TSXV-listed Azarga Metals Corp. (formerly European Uranium Resources Limited), and its uranium projects in Guinea and Mauritania. Corporate On 26 August 2015, Mr James Leahy resigned from the Company after more than three years as a non-executive director. On 2 October 2015, the Company announced that its current and former directors had agreed, subject to shareholder approval, to forego their outstanding directors’ fees of A$376,292, accrued from 1 October 2013 to 31 July 2015, in return for being granted warrants. Shareholders approved the grant of warrants at the Annual General Meeting on 27 November 2015. On 4 December 2015, Messrs G Featherby, CD Grannell and J Leahy were granted a total of 436,938,768 warrants with an exercise price of 0.05 pence per share and expiry date of 4 December 2018.

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OPERATING AND FINANCIAL REVIEW (Continued) During the year a total of 10,592,695,123 fully paid ordinary shares were issued to Darwin Capital Limited (“Darwin”) between July and December 2015, following the receipt of conversion notices from Darwin in relation to the convertible loan notes announced on 26 March 2015. The shares were issued for the exercise of conversion rights in respect of £700,000 of Convertible Loan Notes. At 30 June 2016, Convertible Loan Notes issued in March 2015 for £300,000 remained outstanding. These convertible notes were subsequently converted into a further 8,755,051,134 fully paid ordinary shares between 27 July 2016 and 9 August 2016, prior to the share consolidation on 26 August 2016. On 17 December 2015, the Company entered into a A$200,000 convertible loan agreement with DJFT. On 19 February 2016 the amount available for drawdown under the facility was increased to £500,000. The agreement was varied again on 13 May 2016 to increase the amount available for drawdown under the facility to £600,000. At the same time DJFT agreed for the Company to enter into an agreement on the same terms for the amount of £300,000 with an unrelated party, Capresi Consolidated Limited (“Capresi”). On 15 June 2016, Mr. Michael Travia joined the board as an executive director. His appointment was associated with the proposed reverse takeover of the Company by BGL. At 30 June 2016, the Company had drawn down and issued Convertible Notes for £100,000 against each of the DJFT and Capresi convertible loan agreements. The terms of the agreements were varied on 30 August 2016 to reduce the total funds available under each facility to £325,000 and £200,000 respectively and the conversion price for each facility was fixed at 6 pence per share. Share issues during the year During the year a total of 10,592,695,123 fully paid ordinary shares were issued to Darwin Capital Limited (“Darwin”) between July and December 2015, following the receipt of conversion notices from Darwin in relation to the convertible loan notes announced on 26 March 2015. The shares were issued for the exercise of conversion rights in respect of £700,000 of Convertible Loan Notes. There were no other share issues during the year. Subsequent to the year end, a further 8,755,051,134 fully paid ordinary shares were issued to Darwin between 27 July 2016 and 9 August 2016, upon receipt of conversion notices in settlement of the remaining £300,000 Convertible Loan Notes issued in March 2015. Following the share consolidation and completion of the reverse takeover on 26 August 2016, the total number of fully paid ordinary shares on issue was 49,999,998. At the date of this report, the total number of shares on issue is 67,216,866. Risk management The Company takes a proactive approach to risk management. The Board is responsible for ensuring that risks, and also opportunities, are identified on a timely basis and that the Company’s objectives and activities are aligned with the risks and opportunities identified by the Board. The Company believes that it is crucial for all Board members to be part of this process, and as such the Board has not established a separate risk management committee.

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SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS Significant changes in the state of affairs of the Company during the financial year were as follows:

• Terminating the agreement with European Uranium to acquire a 50% interest in the Kuriskova and Novoveska Huta uranium projects in the Slovak Republic.

• Entering into an agreement with the shareholders of BGL to acquire 100% of the shares of BGL through a reverse takeover transaction which was approved subsequent to year end.

SIGNIFICANT EVENTS AFTER THE BALANCE DATE There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors, to affect significantly the operations of the Company, the results of those operations, or the state of affairs of the Company in subsequent financial years except for the following:

• On 22 July 2016 the Company released an AIM Admission Document seeking admission of BOS GLOBAL Holdings Limited to trading on AIM through a reverse takeover of Forte Energy NL by BOS GLOBAL Limited.

• Between 27 July 2016 and 9 August 2016, the Company issued 8,755,051,134 fully paid ordinary shares to Darwin Capital Limited following the receipt of conversion notices for the remaining £300,000 of Convertible Loan Notes.

• On 26 August 2016 the Company held a general meeting at which the following matters were approved:

o Selective buy-back and cancellation of all partly paid shares for nil consideration; o Change of company type from a "public no liability company" to a "public company limited

by shares", o Adoption of a new constitution consistent with a public company limited by shares, o Change of company name from Forte Energy NL to BOS GLOBAL Holdings Limited, o Consolidation of the Company’s total issued share capital down to 7,500,000 fully paid

ordinary shares, o Acquisition by the Company of the entire issued share capital of BOS Global Ltd for the

consideration of 42,500,000 Shares (post-Consolidation), and o Approval under s611 of the Corporations Act 2001 for Mr. Travia and his associated

entities to hold 21,564,846 Shares (post-Consolidation) representing 43.1% of the total shares on issue.

• On 26 August 2016, BOS GLOBAL Holdings Limited (formerly Forte Energy NL) completed the acquisition of BOS GLOBAL Limited. Under the Australian Accounting Standards BOS GLOBAL Limited was deemed to be the accounting acquirer in this transaction. The acquisition will be accounted for as a shares based payment by which BOS GLOBAL Limited acquires the net assets and listing status of Forte Energy NL. The purchase consideration was the issue of 42,500,000 shares in Forte Energy NL (legal parent) to the shareholders of BOS GLOBAL Limited.

• On 29 August 2016 Messrs L Shutes, M Bergin, M Uren and D Ireland joined the Board as non-executive directors. Mr. Travia took over the position of Managing Director from Mr Reilly and Mr Shutes took over the position of Chairman from Mr Featherby.

• On 30 August 2016 Mr Featherby and Mr Grannell resigned as directors of the Company. • On 30 August 2016 the enlarged Company was admitted to trading on AIM on a post-consolidation

basis. • On 30 August 2016 the terms of the DJFT and Capresi convertible note agreements were amended

to reduce the total funds available under each facility to £325,000 and £200,000 respectively and the conversion price for each facility was fixed at 6 pence per share, a discount of 25% to the AIM Admission Price of 8 pence per share.

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• On 30 August 2016 the Company also entered into a second convertible note agreement with DJFT

for a total principal amount of up to £1,392,000 in fixed monthly instalments of £116,000, for a period of 12 months commencing 15 December 2016 at a fixed conversion price of 16 pence per share.

• On 2 September 2016 the Company announced its filing of a PCT (Patent Cooperation Treaty) patent application for BOS-360 Work Patterns with IP Australia. Contemporaneously, a provisional application was lodged (US Provisional Application: 62/382,678) with the United States Patent and Trademark Office.

• On 15 September 2016 the company allotted 1,075,200 fully paid ordinary shares to Capresi for the provision of advisory services in relation to the Company’s readmission to AIM. The Company also announced the grant of 500,000 warrants to RFC Ambrian Limited (AIM Nominated Adviser to the Company) under the terms of their engagement agreement.

• On 20 October 2016 the Company announced that it had signed a binding Heads of Agreement with Ag-I Solutions Limited (“Ag-I Solutions”) to secure distribution of Ag-I Solutions products. AG-I Solutions is a software development and licensing business headquartered in Hong Kong with a portfolio of successful, enterprise level cloud based solution products covering Records, Document, Workflow and Meeting Management ready for immediate deployment and revenue generation.

• On 15 November 2016 and 2 December 2016 the Company announced that it had received conversion notices from DJFT for the full £325,000 convertible notes under the first DJFT Convertible Note agreement. A total of 5,416,667 fully paid ordinary shares were issued to DJFT under the agreement.

• On 16 November 2016 the Company announced that it had received a conversion notice from Capresi for the full £200,000 convertible notes under the Capresi Convertible Note agreement. A total of 3,333,334 fully paid ordinary shares were issued to Capresi under the agreement

• On 8 December 2016, the Company announced a placement to sophisticated investors to raise £600,000 before costs at 9 pence per share.

• On 9 December 2016 the Company announced completion of the first monthly drawdown under the Second DJFT Convertible Note agreement and the receipt of a conversion notice from DJFT for £116,000, resulting in the issue of 725,000 fully paid ordinary shares at a fixed rate of 16 pence per share.

• On 12 December 2016 the Company announced that it had entered into a Performance Activity Contract (“PACT”) for 2017 with Mr Travia.

• On 16 December 2016 the Company confirmed the commercial release of its BOS-MEET Enterprise Meeting Management Solution (“BOS-MEET”). The Company also announced the commencement of its wholly owned India Software Development Centre (“ISWDC”) in Chennai.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS Following completion of the acquisition of BGL on 26 August 2016, the Company is now operating as a financial technology company. The Directors intend to extend points of presence of the business by establishing sales and product support functions in London, Singapore and San Francisco which it believes will provide it with opportunities to achieve enhanced sales growth. Through a reseller program, BOS GLOBAL Holdings will aim to establish a network of product partners by providing the BOS Products as white label solutions to be sold by accredited partners that have a significant pool of suitable clients. It will also seek to initiate an integration partner programme by providing a software development kit for use by development partners to integrate BOS Products with other in-house systems and cloud-based products. BOS GLOBAL Holdings will seek to build its own tools for integrating the BOS Products with market-leading third party platforms. These integration tools will be initiated and prioritised in terms of their strategic and immediate commercial value to the Group.

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ENVIRONMENTAL REGULATION AND PERFORMANCE The Board believes that the Company has adequate systems in place for the management of its environmental requirements and is not aware of any breach of environmental requirements as they apply to the Company. SHARE OPTIONS Unissued Shares At 30 June 2016, there were 930,605,623 unissued ordinary shares under options. Refer to note 19 of the financial statements for further details of the options outstanding at 30 June 2016. Subsequent to the year end, the number of options was reduced to 310,990 on 26 August 2016 due to the consolidation of the Company’s share capital. A further 500,000 options were issued on 15 September 2016. As at the date of this report there were 810,990 unissued ordinary shares under options. Option holders do not have any right, by virtue of the option, to participate in any share issue of the company or any related body corporate. Shares issued as a result of the exercise of options During the year and up to the date of this report, no shares were issued as a result of the exercise of options (2015: nil). INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFI CERS The Company has not entered into any insurance contracts for the indemnification of Directors and Officers of the Company. INDEMNIFICATION OF AUDITORS To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecific amount). No payment has been made to indemnify Ernst & Young during or since the financial year. DIRECTORS' MEETINGS The number of Directors' meetings and number of meetings attended by each of the Directors of the Company during the financial year are: Directors’

Meetings1 Remuneration

Committee2 Audit

Committee3 G R Featherby 3 1 2 M D Reilly 3 N/A N/A C D Grannell 3 1 2 J G Leahy 4 1 1 0 M T Travia 5 0 0 0

1. 3 meetings held 2. 0 meeting held 3. 2 meetings held 4. Mr. Leahy resigned on 26 August 2015 5. Mr. Travia was appointed on 15 June 2016

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COMMITTEE MEMBERSHIP Details of the composition of the Board Committees are provided in the Corporate Governance Statement available on the Company’s website (www.bosglobal.com). The Directors of the Company consider that due to the level of current operations, a separate Nomination Committee is not necessary. Shareholdings of directors:

Shares held in BOS GLOBAL Holdings Ltd (number)

Balance 1 July 2015

Granted as Remuneration

On Exercise of Options

Net Change Other (i)

Balance 30 June 2016

30 June 2016

Fully Paid Ordinary Shares





G R Featherby 16,380,286 - - - 16,380,286 M D Reilly 29,916,333 - - - 29,916,333 C D Grannell 7,700,000 - - - 7,700,000 J G Leahy (i) 1,600,000 - - (1,600,000) - M C Travia (ii) - - - - - Total 55,596,619 - - (1,600,000) 53,996,619

(i) Mr Leahy resigned 26 August 2015. (ii) Mr. Travia was appointed on 15 June 2016

Since 30 June 2016:

• the number of shares held by directors was consolidated on 26 August 2016 on the basis of 1 share for approximately every 2,992 shares held;

• entities associated with Mr. Travia received 21,564,846 post consolidation shares as consideration for the acquisition of BGL;

• Mr. Featherby and Mr. Grannell resigned as directors on 30 August 2016; • entities associated with Mr. Travia received 5,416,667 post consolidation shares following the

receipt of conversion notices in settlement of the first DJFT Convertible Note agreement; and • entities associated with Mr. Travia received 725,000 post consolidation shares following the receipt

of a conversion notice under the second DJFT Convertible Note agreement. AUDITOR’S INDEPENDENCE The Directors received the following declaration from the auditor of BOS GLOBAL Holdings Limited.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

TH:RH:BOSGLOBAL:002

Ernst & Young 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843

Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au

Auditor’s Independence Declaration to the Directors of BOS GLOBAL Holdings Limited

As lead auditor for the audit of BOS GLOBAL Holdings Limited for the financial year ended 30 June 2016, I declare to the best of my knowledge and belief, there have been:

a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

b) no contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of BOS GLOBAL Holdings Limited and the entities it controlled during the financial year.

Ernst & Young Trevor Hammond Partner 11 January 2017

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BOS GLOBAL Holdings Limited (ABN 59 009 087 852)

DIRECTORS’ REPORT (Continued)

FOR THE YEAR ENDED 30 JUNE 2016 NON-AUDIT SERVICES Ernst & Young received or are due to receive no amounts for the provision of non-audit services. Signed in accordance with a resolution of the Directors. ....................................... MICHAEL TRAVIA MANAGING DIRECTOR 11 January 2017

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016

Consolidated Consolidated

Notes

2016 $

2015 $

Revenue 6 827 940 Expenses 7 (2,355,333) (34,662,396) Loss before income tax

(2,354,506)

(34,661,456)

Income tax expense 8 - - Net loss for the year

(2,354,506)

(34,661,456)

Other comprehensive income

Items that may be reclassified subsequently to profit or loss

Net gain on available for sale investments 13,764 - Exchange differences on translation of foreign operations

2,293 37,628

Other comprehensive profit for the year net of tax

16,057 37,628

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(2,338,449) (34,623,828) Loss per share (dollars per share) attributable to ordinary equity holders of the Company

- basic loss for the year 9 (0.77) (45.38) - diluted loss for the year 9 (0.77) (45.38)

The above statement of comprehensive income should be read in conjunction with the accompanying notes.

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2016

Consolidated Consolidated Notes As at 30 June

2016 As at 30 June

2015 $ $ ASSETS Current Assets Cash and cash equivalents 10 11,862 215,095 Trade and other receivables 11 2,278 261,736 Prepayments - 23,615 Available-for-sale investments 12 25,378 106,578 Total Current Assets 39,518 607,024 Non-Current Assets Available-for-sale investments 12 489 12,892 Exploration and evaluation expenditure 13 - 444,383 Plant and equipment 14 6,849 29,036 Total Non-Current Assets 7,338 486,311 TOTAL ASSETS 46,856 1,093,335 LIABILITIES Current Liabilities Trade and other payables 15 456,391 630,284 Income tax payable 3,624 37,218 Provisions 16 12,821 45,976 Loans from related parties 23(f) 45,962 23,839 Convertible loan notes 17 404,400 - Derivative financial liability relating to convertible notes

17

361,869

620,886

Total Current Liabilities 1,285,067 1,358,203 Non-Current Liabilities Convertible loan notes 17 164,412 743,565 Derivative financial instruments- Warrants 18 8,994 132,085 Provisions 16 26,750 24,119 Total Non-Current Liabilities 200,156 899,769 TOTAL LIABILITIES 1,485,223 2,257,972 NET LIABILITIES (1,438,367) (1,164,637)

SHAREHOLDERS’ DEFICIT Issued capital 19 95,545,441 93,480,722 Reserves 20 2,220,076 2,204,019 Accumulated losses 20 (99,203,884) (96,849,378) TOTAL SHAREHOLDERS’ DEFICIT

(1,438,367)

(1,164,637)

The above statement of financial position should be read in conjunction with the accompanying notes

17


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2016

Contributed Accumulated Available for Equity Foreign Total equity losses sale benefits currency equity investments reserve translation reserve $ $ $ $ $ $ Consolidated

At 1 July 2015 93,480,722 (96,849,378) - 2,521,606 (317,587) (1,164,637) Loss for the period - (2,354,506) - - - (2,354,506) Other comprehensive income - - 13,764 - 2,293 16,057 Total comprehensive income for the year net of tax - (2,354,506) 13,764 - 2,293 (2,338,449) Equity transactions: Issue of ordinary shares 2,075,503 - - - - 2,075,503 Transaction costs (10,784) - - - - (10,784) Balance at 30 June 2016 95,545,441 (99,203,884) 13,764 2,521,606 (315,294) (1,438,367)

Contributed Accumulated Equity Foreign Total equity losses benefits currency equity reserve translation $ $ $ $ $ Consolidated

At 1 July 2014 89,160,792 (62,187,922) 2,521,606 (355,215) 29,139,261 Loss for the period - (34,661,456) - - (34,661,456) Other comprehensive income - - - 37,628 37,628 Total comprehensive income for the year net of tax - (34,661,456) - 37,628 (34,623,828) Equity transactions: Issue of ordinary shares 4,364,439 - - - 4,364,439 Transaction costs (44,509) - - - (44,509) Balance at 30 June 2015 93,480,722 (96,849,378) 2,521,606 (317,587) (1,164,637)

The above statement of changes in equity should be read in conjunction with the accompanying notes.

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(ABN 59 009 087 852)

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2016

Consolidated Consolidated Notes 2016 2015 $ $ Cash flows from operating activities Payments to suppliers and employees (636,613) (1,394,383) Income tax paid - 14,339 Interest and other income received 827 940 Net cash flows used in operating activities

21

(635,786)

(1,379,102)

Cash flows from investing activities

Payment for 75% equity investment in Copper Range - (300,000) Payment for 50% equity investment in Slovak entities - (980,780) Payment for exploration and evaluation expenditure (8,611) (198,618) Proceeds from sale of held-for-trading investment 41,152 169,311 Payment for property, plant and equipment - (774)

Net cash flows used in investing activities

32,541

(1,310,861)

Cash flows from financing activities

Proceeds from issue of shares - 320,000 Proceeds from borrowings 410,092 2,895,714 Repayment of related party loans - (267,646) Net cash from financing activities

410,092

2,948,068

Net (decrease) / increase in cash and cash equivalents (193,153) 258,105 Cash and cash equivalents at the beginning of the financial year

215,095

92,467

Effects of exchange rate changes on cash and cash equivalents

(10,080)

(135,477)

Cash and cash equivalents at the end of financial year

10

11,862

215,095

The above cash flow statement should be read in conjunction with the accompanying notes.

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(ABN 59 009 087 852)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016

1. CORPORATE INFORMATION

The financial report of BOS GLOBAL Holdings Limited for the year ended 30 June 2016 was authorised for issue in accordance with a resolution of the Directors on 11 January 2017. BOS GLOBAL Holdings Limited is a for profit company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the AIM Board of the London Stock Exchange. The nature of the operations and principal activities of the Company are described in the Directors’ Report.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. The financial report has also been prepared on a historical cost basis, except for available-for sale investment, held for trading investments and derivative financial instruments, which have been measured at fair value.

(b) Going Concern The Consolidated Entity incurred a net loss after tax for the year ended 30 June 2016 of $2,354,506 (30 June 2015: $34,661,456) and as at 30 June 2016 had a deficiency of net current assets of $1,246,349 (30 June 2015: $751,179) and had net liabilities of $1,438,367 (30 June 2015: $1,164,637). In considering the Consolidated Entity’s ability to continue as a going concern, the directors have also considered the following significant transactions that occurred subsequent to 30 June 2016:

• On 26 August 2016, the Company completed the acquisition of BOS GLOBAL Limited, which is expected to generate significant revenues within 12 months from acquisition;

• Between July 2016 and December 2016 all convertible notes that existed as at 30 June 2016 were converted into fully paid ordinary shares in the Company;

• On 30 August 2016 the Company entered into a new convertible note agreement with the DJ Family Trust (DJFT) for a total principal amount of up to £1,392,000 in fixed monthly instalments of £116,000 for a period of 12 months commencing December 2016. On 9 December 2016 the Company completed the first drawdown under this facility and on the same date received a conversion notice from DJFT resulting in the issuance of 725,000 fully paid ordinary shares. As at the date of this report, a further £1,276,000 remains available under this facility; and

• On 8 December 2016 the Company announced a placement for £600,000 before costs. As a result of the above transactions, the ability of the Consolidated Entity to continue as a going concern is dependent on:

• The continuing financial support of DJFT through the convertible note facility described above; and

• The ability of BOS GLOBAL Limited to generate forecast revenues within the next 12 months.

The Directors are satisfied that, at the date of the signing of the financial statements, there are reasonable grounds to believe that the Consolidated Entity will be able to achieve these matters and therefore that it is appropriate to prepare the financial statements on a going concern basis.

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(ABN 59 009 087 852)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Con tinued) FOR THE YEAR ENDED 30 JUNE 2016

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continu ed)

(b) Going Concern (continued)

Should the Consolidated Entity not achieve the matters set out above, there is significant uncertainty whether it will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report. The financial report does not include any adjustments that may be necessary if the Consolidated Entity is unable to continue as a going concern.

(c) Statement of compliance The financial report complies with Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

(d) New accounting standards and interpretations

The Company has adopted all new and amended Australian Accounting Standards and AASB interpretations effective as at 1 July 2016. The following applicable accounting standards and interpretations have been issued or amended but are not yet effective. These standards have not been adopted by the Group for the year ended 30 June 2016.

Reference Title Summary Application date for Group

AASB 9

Financial Instruments

AASB 9 (December 2014) is a new standard which replaces AASB 139. This new version supersedes AASB 9 issued in December 2009 (as amended) and AASB 9 (issued in December 2010) and includes a model for classification and measurement, a single, forward-looking ‘expected loss’ impairment model and a substantially-reformed approach to hedge accounting. AASB 9 is effective for annual periods beginning on or after 1 January 2018. However, the Standard is available for early adoption. The own credit changes can be early adopted in isolation without otherwise changing the accounting for financial instruments. Classification and measurement AASB 9 includes requirements for a simpler approach for classification and measurement of financial assets compared with the requirements of AASB 139. There are also some changes made in relation to financial liabilities. The main changes are described below. Financial assets

a. Financial assets that are debt instruments will be classified based on (1) the objective of the entity's business model for managing the financial assets;

(2) the characteristics of the contractual cash flows.

b. Allows an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no

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impairment or recycling on disposal of the instrument.

c. Financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases.

Financial liabilities

Changes introduced by AASB 9 in respect of financial liabilities are limited to the measurement of liabilities designated at fair value through profit or loss (FVPL) using the fair value option.

Where the fair value option is used for financial liabilities, the change in fair value is to be accounted for as follows:

► The change attributable to changes in credit risk are presented in other comprehensive income (OCI)

► The remaining change is presented in profit or loss

AASB 9 also removes the volatility in profit or loss that was caused by changes in the credit risk of liabilities elected to be measured at fair value. This change in accounting means that gains or losses attributable to changes in the entity’s own credit risk would be recognised in OCI. These amounts recognised in OCI are not recycled to profit or loss if the liability is ever repurchased at a discount. Impairment The final version of AASB 9 introduces a new expected-loss impairment model that will require more timely recognition of expected credit losses. Specifically, the new Standard requires entities to account for expected credit losses from when financial instruments are first recognised and to recognise full lifetime expected losses on a more timely basis. Hedge accounting Amendments to AASB 9 (December 2009 & 2010 editions and AASB 2013-9) issued in December 2013 included the new hedge accounting requirements, including changes to hedge effectiveness testing, treatment of hedging costs, risk components that can be hedged and disclosures. Consequential amendments were also made to other standards as a result of AASB 9, introduced by AASB 2009-11 and superseded by AASB 2010-7, AASB 2010-10 and AASB 2014-1 – Part E. AASB 2014-7 incorporates the consequential amendments arising from the issuance of AASB 9 in Dec 2014.

AASB 2014-8 limits the application of the existing versions of AASB 9 (AASB 9 (December 2009) and AASB 9 (December 2010)) from 1 February 2015 and applies to annual reporting periods beginning on after 1 January 2015.

AASB 15 Revenue from Contracts with Customers

AASB 15 Revenue from Contracts with Customers replaces the existing revenue recognition standards AASB 111 Construction Contracts, AASB 118 Revenue and related Interpretations (Interpretation 13 Customer Loyalty Programmes, Interpretation 15 Agreements for the Construction of Real Estate, Interpretation 18 Transfers of Assets from Customers, Interpretation 131

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22


Revenue—Barter Transactions Involving Advertising Services and Interpretation 1042 Subscriber Acquisition Costs in the Telecommunications Industry). AASB 15 incorporates the requirements of IFRS 15 Revenue from Contracts with Customers issued by the International Accounting Standards Board (IASB) and developed jointly with the US Financial Accounting Standards Board (FASB).

AASB 15 specifies the accounting treatment for revenue arising from contracts with customers (except for contracts within the scope of other accounting standards such as leases or financial instruments).The core principle of AASB 15 is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognises revenue in accordance with that core principle by applying the following steps:

(a) Step 1: Identify the contract(s) with a customer

(b) Step 2: Identify the performance obligations in the contract

(c) Step 3: Determine the transaction price

(d) Step 4: Allocate the transaction price to the performance obligations in the contract

(e) Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

AASB 2015-8 amended the AASB 15 effective date so it is now effective for annual reporting periods commencing on or after 1 January 2018. Early application is permitted.

AASB 2014-5 incorporates the consequential amendments to a number Australian Accounting Standards (including Interpretations) arising from the issuance of AASB 15.

AASB 2016-3 Amendments to Australian Accounting Standards – Clarifications to AASB 15 amends AASB 15 to clarify the requirements on identifying performance obligations, principal versus agent considerations and the timing of recognising revenue from granting a licence and provides further practical expedients on transition to AASB 15.

AASB 16 Leases The key features of AASB 16 are as follows:

Lessee accounting

• Lessees are required to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value.

• A lessee measures right-of-use assets similarly to other non-financial assets and lease liabilities similarly to other financial liabilities.

• Assets and liabilities arising from a lease are initially measured on a present value basis. The measurement includes non-cancellable lease payments (including inflation-linked payments), and also includes payments to be made in optional periods if the lessee is reasonably certain to exercise an option to extend the lease,

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23


or not to exercise an option to terminate the lease.

• AASB 16 contains disclosure requirements for lessees.

Lessor accounting

• AASB 16 substantially carries forward the lessor accounting requirements in AASB 117. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently.

• AASB 16 also requires enhanced disclosures to be provided by lessors that will improve information disclosed about a lessor’s risk exposure, particularly to residual value risk.

AASB 16 supersedes:

(a) AASB 117 Leases

(b) Interpretation 4 Determining whether an Arrangement contains a Lease

(c) SIC-15 Operating Leases—Incentives

(d) SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

The new standard will be effective for annual periods beginning on or after 1 January 2019. Early application is permitted, provided the new revenue standard, AASB 15 Revenue from Contracts with Customers, has been applied, or is applied at the same date as AASB 16.

The Group has yet to assess the impact of these new and amended standards.

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(ABN 59 009 087 852)



(e) Basis of consolidation

The consolidated financial statements comprise the financial statements of BOS GLOBAL Holdings Limited and its subsidiaries as at and for the period ended 30 June each year (the Group). Interests in associates are equity accounted and are not part of the consolidated Group. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)

• Exposure, or rights, to variable returns from its involvement with the investee, and • The ability to use its power over the investee to affect its returns

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

• The contractual arrangement with the other vote holders of the investee • Rights arising from other contractual arrangements • The Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary. Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. If the Group loses control over a subsidiary, it:

• Derecognises the assets (including goodwill) and liabilities of the subsidiary; • Derecognises the carrying amount of any non-controlling interest; • Derecognises the cumulative translation differences, recorded in equity; • Recognises the fair value of the consideration received; • Recognises the fair value of any investment retained; • Recognises any surplus or deficit in profit or loss and; • Reclassifies the parent’s share of components previously recognised in other comprehensive

income to profit or loss.

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(ABN 59 009 087 852)



(f) Segment reporting

An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes start up operations which are yet to earn revenues. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the board of directors. Operating segments have been identified based on the information provided to the chief operating decision makers – being the executive management team.

(g) Foreign currency translation

(i) Functional and presentation currency Both the functional and presentation currency of BOS GLOBAL Holdings Limited is Australian Dollars (A$). Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency of Forte Energy UK Limited is Great British Pounds (GBP). (ii) Transactions and balances Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. All exchange differences arising from the above procedures are taken to profit and loss. (iii) Foreign operations As at the reporting date, the assets and liabilities of the overseas subsidiary are translated at the rate of exchange ruling at the reporting date and the statement of comprehensive income is translated at the average exchange rates for the period. The exchange differences arising on the translation are taken through OCI and disclosed separately as a component of equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in profit or loss.

(h) Cash and cash equivalents Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand

and short-term deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash

equivalents as defined above.

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(ABN 59 009 087 852)



(i) Trade and other receivables

Trade receivables, which generally are security deposits held on 30-90 day terms, are recognised and carried at the original amount less an allowance for any uncollectible amounts.

Collectability of trade receivables is reviewed on an ongoing basis. Individual debts that are known

to be uncollectible are written off when identified. An impairment provision is recognised when there is objective evidence that the Group will not be able to collect the receivable. Financial difficulties of the debtor, default payments or debts more than 60 days overdue are considered objective evidence of impairment. The amount of the impairment loss is the receivable carrying amount compared to the present value of estimated future cash flows, discounted at the original effective interest rate.

(j) Investments and other financial assets

Investments and financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are categorised as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale financial assets. The classification is determined on initial recognition and depends on the purpose for which the investments were acquired. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.

Impairment The Company assesses at each reporting date whether a financial asset or group of financial assets is impaired. (i) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process. These are included in current assets, except for those with maturities greater than 12 months after balance date, which are classified as non-current (ii) Available-for-sale investments Available-for-sale investments are those non-derivative financial assets, principally equity securities that are designated as available-for-sale. After initial recognition available-for-sale securities are measured at fair value with gains or losses being recognised as a separate component of equity until the investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in profit or loss. The fair values of investments that are actively traded in organised financial markets are determined by reference to quoted market bid prices at the close of business on the reporting date.

If there is objective evidence that an available-for-sale investment is impaired, an amount comprising the difference between its cost and its current fair value, less any impairment loss previously recognised in profit and loss, is transferred from equity to the income statement. Reversals of impairment losses for equity instruments classified as available-for-sale are not recognised in profit.

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(ABN 59 009 087 852)



(k) Derivative financial instruments

Derivative financial instruments are initially stated at their fair value on the date a derivate contract is executed and are subsequently carried at fair value at each reporting date. The resulting gain or loss is recognised in profit or loss during each reporting period. The fair value of derivative financial instruments not traded in an active market is determined using valuation techniques based on option pricing models.

(l) Exploration and evaluation expenditure

Expenditure on exploration and evaluation is accounted for in accordance with the ‘area of interest’ method. Exploration and evaluation expenditure is capitalised provided the rights to tenure of the area of interest are current and either:

• The exploration and evaluation activities are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or

• Exploration and evaluation activities in the area of interest have not at the reporting date reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in or relating to, the area of interest are continuing.

When the technical feasibility and commercial viability of extracting a mineral resource have been demonstrated then any capitalised exploration and evaluation expenditure is reclassified as capitalised mine development. Prior to reclassification, capitalised exploration and evaluation expenditure is assessed for impairment.

Impairment The carrying value of capitalised exploration and evaluation expenditure is assessed for impairment at the cash generating unit level whenever facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount. An impairment exists when the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount. The cash-generating unit is then written down to its recoverable amount. Any impairment losses are recognised in profit or loss.

(m) Plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement only if it is eligible for capitalisation. All other repairs and maintenance are recognised in profit or loss as incurred.

Depreciation is calculated on a straight-line basis over the estimated useful life of the specific asset as follows:

Plant and equipment – over 3 to 10 years.

Motor vehicles – over 5 years.

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(ABN 59 009 087 852)



(m) Plant and equipment (continued)

The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end.

Derecognition An item of plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.

(n) Leases The determination or whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. Group as a lessee Finance leases that transfer substantially all the risks and benefits incidental to ownership of the leased item to the Group, are capitalised at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in finance costs in the statement of profit or loss. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term. Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term. Operating lease incentives are recognised as a liability when received and subsequently reduced by allocating lease payments between rental expense and reduction of the liability.

(o) Impairment of other non-financial assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

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(ABN 59 009 087 852)



(p) Trade and other payables

Trade payables and other payables are carried at amortised cost. Due to their short term nature they are not discounted. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition.

(q) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the profit or loss net of any reimbursement.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the time value of money and the risks specific to the liability. The increase in the provision resulting from the passage of time is recognised in finance costs.

(r) Employee benefits

Liabilities for wages and salaries, including non-monetary benefits, accumulating sick leave and other short term benefits expected to be settled within 12 months of the reporting date are recognised in respect of employees’ services up to the reporting date. They are measured at the amounts due to be paid when the liabilities are settled. The liability for leave not expected to be settled within 12 months of the reporting date is recognised and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures, and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows.

(s) Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

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(t) Revenue recognition Revenue is recognised and measured at the fair value of the consideration received or receivable to

the extent it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

(i) Interest Revenue

Revenue is recognised as interest accrues using the effective interest method. This is a method of

calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

(ii) Dividends

Revenue is recognised when the Company’s right to receive payment is established.

(u) Income tax and other taxes

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current period’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised except when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

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(u) Income tax and other taxes (continued)

Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

Other taxes

Revenues, expenses and assets are recognised net of the amount of GST except:

• when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

• receivables and payables, which are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

Cash flows are included in the Cash Flow Statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority is classified as part of operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(v) Loss per share

Basic loss per share is calculated as net loss attributable to members of the Company, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted loss per share is calculated as net profit attributable to members of the Company adjusted for:

• costs of servicing equity (other than dividends); • the after tax effect of dividends and interest associated with dilutive potential ordinary shares

that have been recognised; and • other non-discretionary changes in revenues or expenses during the period that would result

from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

32


(ABN 59 009 087 852)



(w) Convertible loan The Group has entered into convertible loan notes which are split into two components: a debt component and a component representing the embedded derivative liability. The debt component represents the Group’s liability for future coupon payments and the redemption amount. The embedded derivative liability represents the value of the conversion option that bond holders have. The debt component of the Convertible Note is measured at amortised cost. The embedded derivative liability is measured separately at fair value with changes in the fair value recognised in profit or loss.

33


(ABN 59 009 087 852)


3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLIC IES

The Group’s principal financial instruments comprise cash, investments, borrowings, convertible notes and warrants.

The main purpose of these financial instruments is to finance the company’s operations. The Group has various other financial assets and liabilities such as trade receivables and trade payables which arise directly from its operations. The main risks arising from the Company’s financial instruments are liquidity risk, cash flow interest rate risk, foreign currency risk and equity price risk. Other risks are also summarised below. The Board reviews and agrees policies for managing each of these risks.

Cash flow interest rate risk The Group’s exposure to the risks of changes in market interest rates relate primarily to the Group’s cash with floating interest rates. These financial assets with variable rates expose the Group to cash flow interest rate risk. The Group’s policy is to manage this risk by comparing the interest rates received with advertised available rates to ensure competitiveness, whilst considering other matters such as security and operational efficiencies. The convertible note has a fixed interest rate. All other financial assets and liabilities in the form of receivables, payables and available-for-sale investments are non-interest bearing. The Group does not engage in any hedging or derivative transactions to manage interest rate risk.

The following tables set out the Group’s exposure to interest rate risk and the effective weighted average interest rate for each class of these financial instruments. Also included is the effect on profit after tax if interest rates at that date had been 1% higher or lower with all other variables held constant as a sensitivity analysis. A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2015.

34


(ABN 59 009 087 852)


3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLIC IES (Continued)

Floating Interest Rate

Interest Rate Risk Sensitivity 2016

Interest Rate Risk Sensitivity 2015

$

-1% $

+1% $

-1% $

+1% $

2016 2015 Loss

Loss Loss Loss

(higher)/

lower

(higher)/

lower

(higher)/

lower

(higher)/

lower

Financial assets:

Cash at Bank 11,862 215,095 (119) 119 (2,151) 2,151

Total 11,862 215,095 (119) 119 (2,151) 2,151

Weighted average

interest rate 1.08% 0.96%

Financial liabilities:

Trade & other

payables - - - - - -

Total - - - - - -

Weighted average

interest rate - -

Net financial assets

(liabilities) 11,862 215,095 (119) 119 (2,151) 2,151

Based on the sensitivity analysis only interest revenue from cash balances is impacted resulting in a decrease or increase in overall loss. Price risk The Group is exposed to equity price risk attributable to its warrants and convertible notes. All convertible notes outstanding at balance sheet date have since been converted into ordinary shares (refer note 26). The Group is also exposed to changes in quoted prices of its investments in listed entities due to general market forces or to factors specific to those entities. The Group’s policy is to regularly monitor market trading performance of these investments and any public announcements issued, to identify any concerns with long-term performance expectations. The investments are predominately in the resources sector which has seen substantial reductions in market price but is now showing signs of recovery. The choice of plus or minus 20% for the sensitivity analysis reflects the volatility in the commodities sector and in equities markets in general. Investments in

Listed Entities Price Risk Sensitivity

2016 Price Risk Sensitivity

2015

$ -20%

$ +20%

$ -20%

$ +20%

$ 2016 2015 Loss Equity Loss Equity Loss Equity Loss Equity (higher)/

lower

higher/

(lower)

(higher)/

lower

higher/

(lower)

(higher)/

lower

higher/

(lower)

(higher)/

lower

higher/

(lower)

Investments 25,867 119,470 - (5,174) - 5,174 (23,894) (23,894) - 23,894

Total 25,867 119,470 - (5,174) - 5,174 (23,894) (23,894) -, 23,894

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(ABN 59 009 087 852)



Credit risk Credit risk arises from the financial assets of the Group, which primarily comprises cash and cash equivalents and security deposits. The Group’s exposure to credit risk arises from potential default by the counter party, with a maximum exposure equal to the carrying amount of these instruments as indicated in the statement of financial position. Exposure at balance date is addressed in each applicable note. The Group manages this risk by investing with recognised credit worthy third parties. Financial instruments held by the Group are usually spread amongst a number of financial institutions all of which have credit ratings of AA or better, to minimise the risk of counterparty default. At statement of financial position date the majority of cash and cash equivalents are held by two financial institutions with an S&P credit rating of AA. The significant concentration of credit risk is in relation to security deposits, refer note 10.

Liquidity risk Prudent liquidity management involves the maintenance of sufficient cash, marketable securities, committed credit facilities and access to capital markets. It is the policy of the board to ensure that the Group is able to meet its financial obligations and maintain the flexibility to pursue attractive investment opportunities through ensuring the Group has sufficient working capital (refer note 2(b)) and the capacity to issue shares available to the Group under its constitution and the Corporations Act 2001. Contractual maturities of financial liabilities for the years ended 30 June:

2016

Less than 6 months Later than 6 months Total

Payable Trade payables 456,391 - 456,391

Loan to related party 45,962 - 45,962

Convertible loan note - 1,124,354 1,124,354

Derivative financial liability 361,869 8,994 370,863

Total 864,222 1,133,348 1,997,570

2015

Less than 6 months Later than 6

months Total

Payable Trade payables 630,284 - 630,284

Loan to related party 23,839 - 23,839

Convertible loan note - 743,565 743,565

Derivative financial liability 620,886 132,085 752,971

Total 1,275,009 875,650 2,150,659

36


(ABN 59 009 087 852)



Currency Risk The Group has exploration projects in the Republics of Guinea and Mauritania, has established a UK subsidiary and is listed on the London Stock Exchange AIM. The Company has transactional currency exposures. Such exposure arises from expenditure for exploration and evaluation which can be affected significantly by movements in the US$/A$ and Euro/A$ exchange rates and UK management and regulatory costs which can be affected significantly by movements in the GBP/A$. The Group has investments with Canadian company, European Uranium Resources Ltd which can be affected by movements in the CAD$/A$ exchange rate. The Group has not entered into any derivative financial instruments to hedge such transactions. At 30 June, the Group had the following exposure to foreign currency: 2016 AUD USD CAD GBP EUR Total Financial assets: Cash and cash equivalents 4 - 178 - 182 Investments - 25,378 489 - 25,867 Financial liabilities: Trade and other payables - - (105,222) (11,735) (116,957) Derivative Financial Liabilities - - (8,994) - (8,994) Convertible Loan Note (443,838) - (443,838)

Net exposure 4 25,378 (557,387) (11,735) (543,740) 2015 AUD USD CAD GBP EUR Total Financial assets: Cash and cash equivalents 193 - - - 193 Investments - 11,742 107,728 - 119,470 Financial liabilities: Trade and other payables - - (181,882) (7,313) (189,195) Derivative Financial Liabilities - - (752,971) - (752,971) Convertible Loan Note (743,564) - (743,564)

Net exposure 193 11,742 (1,570,689) (7,313) (1,566,067) The following sensitivity is based on the foreign currency risk exposures in existence at the statement of financial position date: At 30 June 2016 and 2015 respectively, had the Australian Dollar moved, as illustrated in the table below, with all other variables held constant, pre tax profit would have been affected as follows:

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(ABN 59 009 087 852)



Pre Tax Profit 2016 2015 $ $ AUD/USD + 10% - (19) AUD/USD – 10% - 19 AUD/CAD + 10% (2,538) (1,174) AUD/CAD – 10% 2,538 1,174 AUD/GBP + 10% 102,360 157,069 AUD/GBP – 10% (102,360) (157,069) AUD/EUR + 10% 1,173 731 AUD/EUR – 10% (1,173) (731)

Fair values All financial assets and financial liabilities recognised in the statement of financial position, whether they are carried at cost or at fair value, are recognised at amounts that represent a reasonable approximation of fair value unless otherwise stated in the applicable notes. Set out below is a comparison, by class, of the carrying amounts and fair value of the Group’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:

2016 2015 Carrying

amount Fair value Carrying

amount Fair value

$ $ $ $ Financial assets Available-for-sale investments* 25,867 25,867 119,470 119,470 Total 25,867 25,867 119,470 119,470 Financial liabilities Convertible loan notes 568,812 484,959 743,565 744,459 Derivative financial liability relating to convertible notes* 361,869 361,869 620,886 620,886 Derivative financial instruments- Warrants* 8,994 8,994 132,085 132,085

Total 939,675 855,822 1,496,536 1,497,430 *Carried at fair value Management assessed that the fair values of cash and cash equivalents, trade receivables, trade payables, and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

38


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Con tinued)


3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLIC IES (Continued) The fair value of available-for-sale investments is determined using quoted market prices in active markets (level 1). The fair value of the convertible loan notes debt has been determined by using a discounted cash flow model using a market interest rate of 30% (level 3). The fair value of the embedded derivatives within the convertible loan and the warrant derivatives have been valued using an option pricing model (level 2). Details of the methods and assumptions used to estimate these values are disclosed in notes 17 and 18.

4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the financial statements requires management to make judgements in applying accounting policies and estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its assumptions and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its assumptions and estimates on historical experience and on other various factors it believes to be reasonable under the circumstances, the result of which form the basis of the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. Judgements made in applying accounting policies Management applied judgement in applying the going concern basis of preparation, refer Note 2(b). Estimations and assumptions Management has identified the following significant estimates and assumptions made. Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods. Further details of the nature of these assumptions and conditions may be found in the relevant notes to the financial statements. Impairment of capitalised exploration and evaluation expenditure The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Company decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale. Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which this determination is made. In addition, exploration and evaluation expenditure is capitalised if activities in the area of interest have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent it is determined in the future that this capitalised expenditure should be written off, profits and net assets will be reduced in the period in which this determination is made.

39




4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (Continued)

Share-based payment transactions The Company measures the cost of equity-settled transactions with employees or other parties by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using the Binomial option pricing model. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity.

5. SEGMENT INFORMATION

Identification of reportable segments: For management purposes, the Consolidated Entity is organised into four operating segments based on geographical exploration regions. Management monitors the operating results of operating segments separately for the purpose of making decisions about resources to be allocated and of assessing performance. Segment performance is evaluated based on exploration costs and results obtained. Finance costs, finance income and income taxes are managed on a group basis. The reportable segments of the Consolidated Entity are as follows:

o Mineral exploration in Slovakia. o Mineral exploration in Mauritania. o Mineral exploration in Guinea. o Mineral exploration in Australia.

Accounting policies and inter-segment transactions:

The accounting policies used by the Group in reporting segments are the same as those contained in note 2 to the accounts and in the prior year. It is the Consolidated Entity’s policy that if items of revenue and expenses are not allocated to operating segments then any associated assets and liabilities are also not allocated to segments. This is to avoid asymmetrical allocations within segments which management believe would be inconsistent. The following items and associated assets and liabilities are not allocated to operating segments as they are not considered part of the core operations of any segment:

o Interest income and cash balances o Net gains and losses on disposal of available-for-sale investments and held for trading

investments, and o Corporate and administrative income and expenses other than the depreciation of fixed

assets.

40




5. SEGMENT INFORMATION (Continued)

Operating segments – 30 June 2016 Mauritania

exploration $

Australia exploration

$

Slovakia exploration

$

Guinea exploration

$

Total $

Year ended 30 June 2016 Revenues Other Revenue from external customers - - - - - Total Segment revenue - - - - - Unallocated items Interest Income 827 Total revenue per statement of comprehensive income 827 Other unallocated income - Results Segment (loss) (273,612) (447,994) - (19,483) (741,089) Unallocated items Other unallocated revenue 827 Other unallocated income - Administrative and other unallocated expenses (1,614,244) Net loss before tax (2,354,506) Segment assets as at 30 June 2016 - 6,849 - - 6,849 Unallocated items Cash and cash equivalents

11,862

Other Corporate assets 28,145 Total assets per statement of financial position as at 30 June 2016

46,856

Segment liabilities (21,735) - - - (21,735) Trade and other payables (434,656) Convertible loan notes (568,812) Derivative financial liability relating to convertible notes (361,869) Other unallocated liabilities (98,151) Total liabilities (1,485,223)

41



FOR THE YEAR ENDED 30 JUNE 2016 5. SEGMENT INFORMATION (Continued)

Operating segments – 30 June 2015 Mauritania

exploration $

Australia exploration

$

Slovakia exploration

$

Guinea exploration

$

Total $

Year ended 30 June 2015 Revenues Other Revenue from external customers - - - - - Total Segment revenue - - - - - Unallocated items Interest Income 940 Total revenue per statement of comprehensive income 940 Other unallocated income - Results Segment (loss) (24,011,728) - (1,006,204) (7,105,202) (32,123,134) Unallocated items Other unallocated revenue 940 Other unallocated income - Administrative and other unallocated expenses (2,539,262) Net loss before tax (34,661,456) Segment assets as at 30 June 2015 258 444,383 - 19,483 464,124 Unallocated items Cash and cash equivalents

215,095

Other Corporate assets 414,116 Total assets per statement of financial position as at 30 June 2015

1,093,335

Segment liabilities (25,527) - - - (25,527) Trade and other payables (604,757) Convertible loan notes (743,565) Derivative financial liability relating to convertible notes (620,886) Other unallocated liabilities (263,236) Total liabilities (2,257,971)

42


(ABN 59 009 087 852)


5. SEGMENT INFORMATION (Continued) Geographic information 2016 2015 $ $ Non-current assets Australia 6,849 451,552 Mauritania - 258 Guinea - 19,483 Un-allocated - 2,126

6,849 473,419

Non-current assets for this purpose consist of plant and equipment, exploration and evaluation assets.

6. REVENUE Interest income 827 940 Total revenue 827 940

43


(ABN 59 009 087 852)


2016 2015 $ $ 7. EXPENSES Accounting and audit fees 86,400 32,122 AIM admission and reverse takeover costs 331,829 - Consulting fees - 19,587 Depreciation of plant and equipment 16,084 34,996 Impairment of plant and equipment 5,999 - Employee benefits expense (i) 172,252 668,934 Other employment expenses - 4,820 Fair value movement of derivatives 643,219 293,691 Foreign exchange differences (90,950) 158,665 Gain on director fees foregone (ii) (289,112) - Impairment of exploration and evaluation expenditure 447,994 32,095,170 Fair value movement in held for trading investments 66,215 459,029 Interest on loan note 474,581 325,062 Legal fees 443 38,583 Media and public relations 6,478 16,487 Minimum lease payments – operating lease 8,359 3,991 Nominated advisor and broker fees 72,858 69,688 Impairment of Mauritania bank security deposits 263,912 - Reporting and listing costs 61,893 156,320 Telecommunication and computing 8,341 61,172 Travel and accommodation 49,808 113,827 Other 18,730 110,252 Total expenses 2,355,333 34,662,396

(i) Employee benefits expense is comprised of:

Salaries and wages 201,165 674,866 Employee provisions (28,913) (5,932) Share based payments - - Total 172,252 668,934

(ii) Directors agreed to forego their outstanding directors’ fees of A$376,292, accrued from 1 October

2013 to 31 July 2015, in return for being granted warrants.

44



FOR THE YEAR ENDED 30 JUNE 2016 8. TAXATION (Continued) 2016 2015 $ $

A reconciliation from accounting loss to tax expense is as follows: Accounting loss before income tax (2,354,506) (34,661,456) At Company’s statutory income tax rate of 30% (2015:30%)

(706,352)

(10,398,437)

Expenditure not allowable for income tax purposes 414,075 775,218 Deferred tax benefits not brought to account 292,277 296,529 Non-deductible items - 9,326,690 Income tax expense reported in the Income Statement - -

Deferred income tax Deferred income tax at 30 June relates to the following: Deferred tax liabilities Exploration & evaluation costs - 159,878 Set-off of deferred tax assets - (159,878) Net deferred tax liabilities - -

Deferred tax assets Carried forward losses recognised to the extent of deferred tax liabilities

-

159,878

Set-off of deferred tax liabilities - (159,878) Deferred tax income/(expense) - -

At 30 June 2016 the Company has estimated tax losses of $64,325,066 (2015: $63,234,273) for which no deferred tax asset has been recognised. These losses are available indefinitely for offset against future taxable profits of the Company in which the losses arose subject to meeting certain statutory requirements including the Continuity of Ownership and Continuity of Business tests. The reverse takeover of the Company by BGL subsequent to the end of year involved a substantial change in ownership and a change of business from exploration to financial technology which may result in the carried forward losses no longer being available to the Company for offset against future taxable profits of the Company.

45


(ABN 59 009 087 852)


9. LOSS PER SHARE The following reflects the loss used in the basic and diluted loss per share computations:

2016 2015 $ $ Net loss attributable to ordinary equity holders of the Company

(2,354,506)

(34,661,456)

Weighted average number of ordinary shares for basic earnings per share (i)

3,041,828

763,755

Weighted average number of ordinary shares adjusted for the effect of dilution (i)

3,041,828

763,755

(i) Due to the share consolidation that occurred on 26 August 2016, the loss per share is calculated

based on the equivalent number of shares on a post consolidation basis. The share consolidation was 1 new share for approximately every 2,992 existing shares held.

At the balance sheet date the Company had 930,605,623 warrants (2015: 410,333,522) and 2,250,000 partly paid shares (2015: 2,250,000) on issue. The Company also had outstanding convertible notes with a face value of £500,000. At balance sheet date 10,837,617,526 shares were estimated to be potentially issuable under the convertible notes. These potential ordinary shares have not been adjusted for the share consolidation that occurred subsequent to year end. They were not dilutive at the balance sheet date and could have a dilutive effect on basic earnings per share in future periods.

10. CASH AND CASH EQUIVALENTS Cash at bank and in hand 11,862 215,095 11,862 215,095

Cash at bank earns interest at floating rates based on daily bank deposit rates. The carrying amounts of cash and cash equivalents approximate fair value.

46


(ABN 59 009 087 852)


2016 2015 $ $ 11. TRADE AND OTHER RECEIVABLES Exploration bank guarantee deposits - Mauritania - 239,363 VAT receivable – United Kingdom 177 22,373 Other receivables 2,101 - 2,278 261,736 The Group has impaired its exploration bank guarantee deposits held under the terms of its Mauritanian exploration licences as the recoverability of these amounts is uncertain. The carrying value of the exploration bank guarantee deposits was impaired to nil in the absence of future expected benefits.

12. INVESTMENTS $ $ At fair value

Available-for-sale Investments Shares - listed 25,378 106,578 25,378 106,578 Available-for-sale Investments Shares - listed 489 12,892 489 12,892

Investments consist of investments in ordinary shares, and therefore have no fixed maturity date or coupon rate. During the financial year, held for trading investments were sold for proceeds of $41,152 resulting in a fair value loss of $66,215 (2015: loss of $459,029) being recognised in profit and loss. Listed shares The fair value of listed investments has been determined directly by reference to published price quotations in an active market. There are no individually material investments.

47



FOR THE YEAR ENDED 30 JUNE 2016 2016 2015 $ $ 13. EXPLORATION AND EVALUATION EXPENDITURE Carrying amount at beginning of year 444,383 31,060,057 Acquisitions - 300,000 Additions 3,611 173,292 Impairment (447,994) (31,088,966) Carrying amount at end of year net of impairment - 444,383 Exploration and evaluation costs have been capitalised at cost. An impairment expense of $447,994 (2015: $31,088,966) was recognised during the year ended 30 June 2016 in relation to the Copper Range exploration project. The amounts were derecognised after consideration of several factors including that the Group had not undertaken recent significant exploration activity, has not planned or budgeted to carry out significant exploration activity and has completed the corporate transaction with BGL after year end.

48


(ABN 59 009 087 852)


14. PROPERTY, PLANT AND EQUIPMENT 2016 2015 $ $ Plant and equipment Carrying amount at beginning of year net of accumulated depreciation and impairment

29,036

63,256

Additions - - Disposals - - Exchange differences (104) 776 Depreciation (16,084) (34,996) Impairment (5,999) - Carrying amount at end of year net of accumulated depreciation and impairment

6,849

29,036

Plant and equipment Gross carrying amount at cost 433,180 441,203 Accumulated depreciation and impairment (426,331) (412,167) Net carrying amount at end of year 6,849 29,036

No impairment loss was recognised in the 2015 or 2014 financial years. 15. TRADE AND OTHER PAYABLES Trade payables 213,561 209,659 Accruals 242,830 420,625 Trade and other payables 456,391 630,284

Trade payables and accruals are non-interest bearing and are normally settled on 30 day terms.

16. PROVISIONS

Employee Benefits

$ At 1 July 2015 70,095 Movement during the year (30,524) At 30 June 2016 39,571

Current 12,821 Non-current 26,750 39,571 At 1 July 2014 72,403 Movement during the year (2,308) At 30 June 2015 70,095 Current 45,976 Non-current 24,119

70,095

49


(ABN 59 009 087 852)


17. CONVERTIBLE LOAN NOTES On 26 March 2015 the Company entered into a convertible loan agreement with Darwin. Under the agreement BOS GLOBAL Holdings issued Loan Notes with a face value of £1,000,000 to Darwin, repayable by 26 March 2017. The net cash received before costs under the agreement was £900,000. Darwin may elect to convert all or part of the loan at the lower of 0.24 pence per share or 90% of an average market price calculated during the twenty days prior to conversion. During the reporting period, the Company issued 10,592,695,123 fully paid ordinary shares following the receipt of conversion notices for the exercise of conversion rights in respect of £700,000 of the March 2015 Loan Notes. Subsequent to the end of the reporting period, the Company issued a further 8,755,051,134 fully paid ordinary shares following the receipt of conversion notices for the exercise of conversion rights in settlement of the March 2015 Loan Notes. The debt component of the convertible loan was recognised as a liability in the statement of financial position net of transaction costs. Interest on the debt component of the instrument is recognised as an expense. The conversion option has been recognised as an embedded derivative and has been valued at 30 June 2016 using a Monte Carlo Simulation Method and the following assumptions:

(a) Exercise price of conversion option: the lower of 0.24 pence per share or 90% of an average market price calculated during the twenty days prior to conversion

(b) Issue date: 26 March 2015 (c) Time to maturity: 0.7 years (d) Underlying security spot price at 30 June 2016: 0.00625 pence (e) Expected future volatility: 100% (f) Expected Dividend yield: Nil (g) Risk-free interest rate: 0.10%.

Additionally, 83,333,333 unlisted warrants expiring 1 April 2020 were issued to Darwin on 26 March 2015. The warrants are exercisable at any time prior to the expiry of the warrant agreement at an exercise price of 0.24 pence per share. The fair value at inception was $92,119. The fair value at 30 June 2016 was $916. The Binomial model inputs used to fair value the unlisted warrants included:

(a) 83,333,333 warrants were granted for no consideration; (b) Exercise price: 0.24 pence; (c) Issue date: 26 March 2015; (d) Valuation date: 30 June 2016; (e) Spot price: 0.00625 pence; (f) Expiry period: 3.8 years; (g) Expected volatility: 100%; (h) Expected dividend yield: Nil; and (i) Risk-free interest rate: 0.07%.

50


(ABN 59 009 087 852)


17. CONVERTIBLE LOAN NOTES (Continued) On 17 December 2015, the Company entered into a convertible loan agreement with DJFT. Under the agreement the Company agreed to issue Loan Notes up to a face value of A$200,000 to DJFT, repayable by 17 December 2017. On 19 February 2016 the amount available for drawdown under facility was increased to £500,000. The agreement was varied again on 13 May 2016 to increase the amount available for drawdown under the facility to £600,000. At the same time DJFT agreed for the Company to enter into an agreement on the same terms for the amount of £300,000 with an unrelated party, Capresi Consolidated Limited (“Capresi”). At 30 June 2016, the Company had drawn down and issued Convertible Notes for £100,000 against each of the DJFT and Capresi convertible loan agreements. The terms of the agreements at 30 June 2016 included interest of 30% per annum if the loan is repaid to the lender, however no interest will apply should the lender elect to convert the loan amount, DJFT and Capresi may elect to convert all or part of their loan at 70% of an average weighted market price calculated from selected trading days during the 5 trading days of the AIM exchange immediately prior to the date of the Conversion notice. The debt component of the convertible loans is recognised as a financial liability and carried at amortised cost. The outstanding conversion option as at 30 June 2016 has been recognised as a derivative liability and valued using a Monte Carlo Simulation Method and the following assumptions:

(a) Exercise price of conversion option: 70% of the lowest closing share price in the 5 trading days prior to conversion.

(b) Issue date: 17 December 2015 (c) Time to maturity: 1.22 years (d) Underlying security spot price at 30 June 2016: 0.00625 pence (e) Expected future volatility: 100% (f) Expected Dividend yield: Nil (g) Risk-free interest rate: 0.10%.

Subsequent to the end of the reporting period, the terms of both the DJFT and Capresi agreements were further varied to reduce the amounts available under the facilities to £325,000 and £200,000 respectively and convertible at a fixed price of 6 pence per share. These facilities are now fully drawn and settled through the issue of 5,416,667 fully paid ordinary shares to DJFT on 2 December 2016 and 3,333,334 fully paid ordinary shares to Capresi on 16 November 2016. Balances at reporting date are as follows:

30 June 2016 30 June 2015 $ $ Current Convertible loan notes 404,400 - Derivative financial liability 361,869 620,886 Non-current Convertible loan notes 164,412 743,565 Total 930,681 1,364,451

51


(ABN 59 009 087 852)


18. DERIVATIVE FINANCIAL INSTRUMENTS The Company has entered into the following derivative contracts that have not been designated as hedges: 2016 2015 $ $ Darwin warrant derivatives at fair value 1,109 94,351 Darwin CEO warrant derivatives at fair value 405 31,890 Placement warrant derivatives at fair value - 5,844 Directors option derivatives at fair value 7,480 - 8,994 132,085 164,062,500 unlisted warrants expiring on 21 October 2019 were approved by shareholders on 30 July 2014 and issued to Darwin on 14 October 2014 in relation to the April 2014 loan note. The warrants were exercisable at GBP 0.4 pence each and entitle the holder to one fully paid ordinary share in the Company once exercised. The fair value at inception was $541,406. The fair value at 30 June 2016 was $769. Following the consolidation of the Company’s share capital on 26 August 2016, the number of warrants was reduced to 54,825 and the exercise price increased to GBP 1,196.98 pence each. 60,692,308 unlisted warrants expiring on 14 October 2019 were issued to Darwin on 14 October 2014 and ratified by shareholders on 26 November 2014 in relation to a Controlled Equity Offering (CEO) agreement. The warrants were exercisable at GBP 0.32 pence each and entitle the holder to one fully paid ordinary share in the Company once exercised. The fair value at inception was $78,900. The fair value at 30 June 2016 was $339. Following the consolidation of the Company’s share capital on 26 August 2016, the number of warrants was reduced to 20,282 and the exercise price increased to GBP 957.58 pence each. 135,578,714 unlisted warrants expiring on 14 October 2016 were approved by shareholders on 30 July 2014 and issued to investors who participated in the Company’s placement in October 2014. Participants received one free-attaching warrant for every 2 shares. The warrants were exercisable at GBP 0.5 pence each and entitle the holder to one fully paid ordinary share in the Company once exercised. The fair value at inception was $230,484. The fair value at 30 June 2016 was nil. Following the consolidation of the Company’s share capital on 26 August 2016, the number of warrants was reduced to 45,310 and the exercise price increased to GBP 1,496.00 pence each. These warrants expired subsequent to the end of the reporting period on 14 October 2016. 50,000,000 unlisted warrants expiring on 6 January 2020 were issued to Darwin on 30 December 2014 in relation to the December 2014 loan notes. The warrants were exercisable at GBP 0.275 pence each and entitle the holder to one fully paid ordinary share in the Company once exercised. The fair value at inception was $133,654. The fair value at 30 June 2016 was $406. Following the consolidation of the Company’s share capital on 26 August 2016, the number of warrants was reduced to 16,709 and the exercise price increased to GBP 822.92 pence each. 436,938,768 unlisted options expiring 4 December 2018 were issued to directors on 4 December 2015 after obtaining shareholder approval on 27 November 2015. The options were exercisable at any time prior to the expiry date at an exercise price of 0.05 pence per share. The fair value at inception was $2,113. The fair value at 30 June 2016 was $7,480. Following the consolidation of the Company’s share capital on 26 August 2016, the number of warrants was reduced to 146,015 and the exercise price increased to GBP 150.00 pence each.

52


(ABN 59 009 087 852)


18. DERIVATIVE FINANCIAL INSTRUMENTS (Continued) Unlisted warrants issued and option pricing model inputs: The Binomial model inputs for unlisted warrants issued on 14 October 2014 to Darwin under the April 2014 Loan Note agreement included:

(a) 164,062,500 warrants were granted for no consideration. Entitlements to the warrants vested at grant date

(b) Exercise price of options: 0.4 pence. (c) Issue date: 29 April 2014 (d) Time to maturity: 3.3 years (e) Underlying security spot price at 30 June 2016: 0.00625 pence (f) Expected future volatility: 100% (g) Expected Dividend yield: Nil (h) Risk-free interest rate: 0.07%.

The Binomial model inputs for unlisted warrants issued on 14 October 2014 to Darwin under a Controlled Equity Offering agreement included:


(b) Exercise price of options: 0.32 pence. (c) Issue date: 26 November 2014 (d) Time to maturity: 3.3 years (e) Underlying security spot price at 30 June 2016: 0.00625 pence (f) Expected future volatility: 100% (g) Expected Dividend yield: Nil (h) Risk-free interest rate: 0.07%.

The Binomial model inputs for unlisted warrants issued on 14 October 2014 to investors who participated in the Company’s placement in October 2014 included:


(b) Exercise price of options: 0.5 pence. (c) Issue date: 14 October 2014 (d) Time to maturity: 0.3 years (e) Underlying security spot price at 30 June 2016: 0.00625 pence (f) Expected future volatility: 100% (g) Expected Dividend yield: Nil (h) Risk-free interest rate: 0.10%.

The Binomial model inputs for unlisted warrants issued on 30 December 2014 to Darwin under the December 2014 Loan Note agreement included:


(b) Exercise price of options: 0.275 pence. (c) Issue date: 30 December 2014 (d) Time to maturity: 3.5 years (e) Underlying security spot price at 30 June 2016: 0.00625 pence (f) Expected future volatility: 100% (g) Expected Dividend yield: Nil (h) Risk-free interest: 0.07%

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(ABN 59 009 087 852)


18. DERIVATIVE FINANCIAL INSTRUMENTS (Continued) The Binomial model inputs for unlisted options issued on 4 December 2015 to directors who forgave outstanding directors’ fees included:

(a) 436,938,768 options were granted for no consideration. Entitlements to the options vested at grant date

(b) Exercise price of options: 0.05 pence. (c) Issue date: 4 December 2015 (d) Time to maturity: 2.4 years (e) Underlying security spot price at 30 June 2016: 0.00625 pence (f) Expected future volatility: 100% (g) Expected Dividend yield: Nil (h) Risk-free interest: 0.08%

19. CONTRIBUTED EQUITY

2016 2015 $ $ Issued And Paid Up Capital 103,685,311,607 (2015: 3,092,616,484) ordinary shares, fully paid

95,522,941

93,458,222

2,250,000 (2015: 2,250,000) of 25 cent value ordinary shares, paid to 1 cent

22,500

22,500

95,545,441 93,480,722

Effective 1 July 1998, the Corporations legislation abolished the concept of authorised capital and par value shares. Accordingly, the Company does not have authorised capital nor par value in respect of its issued capital. Partly paid shares were issued at 25 cents, accordingly 24 cents remains uncalled. Subsequent to the end of the financial year, shareholders approved a selective buy-back of all the partly paid shares on 26 August 2016 for nil consideration. The partly paid shares were then cancelled.

(a) Movement in Ordinary shares on issue

Balance at beginning of the year 93,480,722 89,160,792 Shares issued: - 214,014,428 shares issued in settlement of creditors at

0.56 cents per share - 1,198,480

- 57,143,000 shares issued from placement at 0.56 cents per share for cash

- 320,000

- 192,307,692 shares issued under Controlled Equity Offering (CEO) agreement at 0.48 cents per share

- 921,150

- 598,931,080 shares issued under April 2014 convertible loan note facility at 0.15 cents per share

- 877,200

- 613,724,973 shares issued under December 2014 convertible loan note facility at 0.17 cents per share

- 1,047,609

- 10,592,695,123 shares issued under Darwin March 2015 convertible loan note facility at 0.02 cents per share

2,075,503 -

- Transaction costs arising from issue of shares (10,784) (44,509)

Balance at end of year

95,545,441

93,480,722

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(ABN 59 009 087 852)


19. CONTRIBUTED EQUITY (Continued)

(b) Share Options

Options over ordinary shares: During the financial year 436,938,768 (2015: 410,333,522) warrants were issued over ordinary shares in the Company. The options were issued to directors of the Company who agreed to forego outstanding directors’ fees of A$376,292, accrued from 1 October 2013 to 31 July 2015. The options were exercisable at 0.05 pence on or before 4 December 2018. Following the consolidation of the Company’s share capital on 26 August 2016, the number of warrants issued for outstanding directors’ fees was reduced to 146,015 and the exercise price increased to GBP 150.00 pence each. Subsequent to the year end and the consolidation of the Company’s share capital, the Company granted 500,000 post consolidation warrants to its NOMAD as part consideration under the terms of their engagement agreement for assisting with the reverse takeover and AIM admission process. The warrants have an exercise price of 10.4 pence and expire on 30 August 2021. At the end of the year, there were 930,605,623 (2015: 410,333,522) unissued ordinary shares in respect of which options were outstanding. Subsequent to the year end, the number of unissued ordinary shares in respect of which options were outstand reduced to 310,989 due to the consolidation of the Company’s issued capital on 30 August 2016.

(c) Terms and conditions of contributed equity

Ordinary Shares Holders of ordinary shares are entitled to receive dividends as declared from time to time and at a meeting, on a show of hands, every member present in person or by proxy shall have one vote and upon a poll each shall have one vote per ordinary share. In the event of the winding up of the Company, ordinary shareholders rank after creditors and are fully entitled to any proceeds of liquidation.

Partly Paid Shares Holders of partly paid shares are entitled to receive dividends as declared from time to time in the proportion that the amount paid up on the share bears to the total amount payable. At a meeting, on a show of hands, every member present in person or by proxy shall have one vote and such shares shall upon a poll confer only that fraction of one vote which the amount paid up on that share bears to the total par value. If calculation results in a fraction of a vote, that fraction shall be disregarded. In the event of the winding up of the Company, partly paid shareholders rank equally with other ordinary shareholders to the extent that they are paid up, but after creditors, and are fully entitled to any proceeds of liquidation. Subsequent to the end of the financial year, shareholders approved a selective buy-back of all the partly paid shares on 26 August 2016 for nil consideration. The partly paid shares were then cancelled.

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(ABN 59 009 087 852)


19. CONTRIBUTED EQUITY (Continued)

(d) Capital risk management

When managing capital, management’s objective is to ensure the Consolidated Entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the Consolidated Entity. Refer Note 2(b) further. In order to maintain or adjust the capital structure, the Consolidated Entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, enter into agreements or sell assets. The Company does not have a defined share buy-back plan. No dividends were paid in the year ending 30 June 2016 and no dividends are expected to be paid in the year ending 30 June 2017. There is no current intention to incur debt funding on behalf of the company as on-going operational expenditure will be funded via convertible debt, equity, asset sales or agreements with other companies. The Consolidated Entity is not subject to any externally imposed capital requirements. Management reviews management accounts on a monthly basis and reviews actual expenditures against budget on a quarterly basis.

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(ABN 59 009 087 852)


20. ACCUMULATED LOSSES AND RESERVES a) Movements in accumulated losses were as follows:

2016 2015 $ $ Accumulated losses at 1 July (96,849,378) (62,187,922) Net loss attributable to members of the Company (2,354,506) (34,661,456) Accumulated losses at the end of the year (99,203,884) (96,849,378)

b) Other reserves:

Equity benefits reserve

Available for sale investments

reserve

Foreign currency

translation

Total

$ $ $

$

At 30 June 2014 2,521,606 - (355,215) 2,166,391 Foreign currency translation - - 37,628 37,628 At 30 June 2015 2,521,606 - (317,587) 2,204,019 AFS asset revaluation - 13,764 - 13,764 Foreign currency translation - - 2,293 2,293 At 30 June 2016 2,521,606 13,764 (315,294) 2,220,076

The Equity Benefits Reserve is used to record the value of share based payments provided to key management personnel, directors and consultants as part of remuneration. The Available-For-Sale Investments Reserve records movements in the fair value of available-for-sale investments. The Foreign Currency Translation Reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.

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(ABN 59 009 087 852)


21. CASH FLOW STATEMENT RECONCILIATION

2016 2015 $ $

a) Reconciliation of net loss after tax to net cash flows from operations

Net loss (2,354,506) (34,661,456) Adjustments for: Depreciation of plant and equipment 16,084 34,996 Impairment of plant and equipment 5,999 - (Gain)/loss on foreign exchange (83,787) 158,665 Impairment loss on investments 66,215 459,029 Impairment loss on equity accounted investment 447,994 1,006,204 Impairment loss on exploration assets - 31,088,966 Impairment loss on Mauritania security deposits 263,912 - Gain on directors’ fees foregone (289,112) - Loss on derivative financial instruments 643,219 293,692 Interest on convertible loan note 474,581 325,062 Changes in assets and liabilities Decrease/(Increase) in receivables 20,096 (24,419) Decrease/(Increase) in prepayments 12,831 28,681 Increase/(Decrease) in current tax liability (33,594) (10,080) Increase/(Decrease) in trade payables 174,282 (78,442) Net cash from operating activities (635,786) (1,379,102)

b) Non-cash financing and investing activities

During 2015 and 2016, the Company undertook non-cash financing and investing activities through the issue of shares in accordance with convertible loan agreements (see Note 17). During 2015 the Company also issued 214,014,428 shares to suppliers being the number of shares required to settle $1,198,480 of amounts outstanding. The fair value of the shares transferred was based on the share price at the date of settlement.

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(ABN 59 009 087 852)


22. RELATED PARTIES a) Subsidiaries

The consolidated financial statements include the financial statements of BOS GLOBAL Holdings Limited and the following subsidiaries: Country of % Equity Interest Name Incorporation 2016 2015 Forte Energy UK Limited United Kingdom 100 100 Copper Range (SA) Pty Ltd Australia 75 75

b) Ultimate parent

BOS GLOBAL Holdings Limited is the ultimate parent company. BOS GLOBAL Holdings Limited is in the process of winding up Forte Energy UK Limited. Under the terms of the Copper Range Share Sale agreement, BOS GLOBAL Holdings Limited is required to provide 100% of funding for the Olympic Domain project until such time as a decision to mine is made. Subsequent to the end of the financial year, BOS GLOBAL Holdings acquired a 100% equity interest in BOS GLOBAL Limited on 26 August 2016 through a reverse takeover. BOS GLOBAL Limited is incorporated in Australia.

c) Key management personnel

Details relating to key management personnel, including remuneration paid and other transactions, are included in note 23.

d) Transactions with related parties

Transactions between BOS GLOBAL Holdings Limited and Copper Range (SA) Pty Ltd. Inter-company Account BOS GLOBAL Holdings Limited is required to provide 100% of funding on behalf of Copper Range (SA) Pty Ltd until such time that there is a decision to mine. Contributions by BOS GLOBAL Holdings Limited are recognised through inter-company loan accounts. Transactions between BOS GLOBAL Holdings Limited and Copper Range (SA) Pty Ltd during the year ended 30 June 2016 consisted of payments to creditors by BOS GLOBAL Holdings Limited on behalf of Copper Range (SA) Pty Ltd. The above transactions were made interest free with no fixed terms for the repayment of outstanding balances. At balance date the amount payable by Copper Range (SA) Pty Ltd to BOS GLOBAL Holdings Limited was $4,271 (30 June 2015: $660). There were no other related party transactions apart from those with Key Management Personnel (note 23).

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(ABN 59 009 087 852)


23. KEY MANAGEMENT PERSONNEL DISCLOSURES

(a) Details of Key Management Personnel

L C Shutes Chairman appointed 29 August 2016 M C Travia Managing Director appointed 15 June 2016 M D Reilly Director (executive) appointed 2 August 2004 M F Bergin Director (non-executive) appointed 29 August 2016 M P Uren Director (non-executive) appointed 29 August 2016 D I Ireland Director (non-executive) appointed 29 August 2016 C D Grannell Director (non-executive) appointed 4 April 2005, ceased 30 August 2016 G R Featherby Chairman appointed 2 August 2004, ceased 30 August 2016 J G Leahy Director (non-executive) appointed 26 April 2012, ceased 26 August 2015 Mr G R Featherby and Mr C D Grannell resigned effective 30 August 2016. Mr L C Shutes, Mr M F Bergin, Mr M P Uren and Mr D I Ireland were appointed non-executive directors on 29 August 2016. Mr. M Travia took over from Mr. M Reilly on 26 August 2016. There were no other changes of the Executives or key management personnel between the reporting date and the date the Financial Report was authorised for issue.

(b) Compensation of Key Management Personnel

2016 2015 $ $ Short-term employee benefits (i) (ii) 91,709 549,547 Post-employment benefits - 12,839 Other long-term benefits (iii) (31,544) 276 Termination benefits - - Share based payments - - 60,165 562,662

(i) At 30 June 2016, there was $22,000 (2015: $343,175) accrued short-term employee

benefits. (ii) Non-executive directors agreed to forego their outstanding directors’ fees of

A$376,292, accrued from 1 October 2013 to 31 July 2015, in return for being granted 436,938,768 warrants valued at $54,063, resulting in a gain on directors’ fees foregone. From 1 August 2015 to 30 June 2016, fees for non-executive directors were reduced to $1,000 each per month.

(iii) Director agreement to forego accrued leave entitlements.

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(ABN 59 009 087 852)


23. KEY MANAGEMENT PERSONNEL DISCLOSURES (Continued)

(c) Details of compensation of directors Remuneration for the year ended 30 June 2016.

Short Term Benefits Post employment

Salary & Fees (i)

Cash Bonus (ii)

Non- Monetary Benefits

Super- annuation

Retirement benefits

Share-based

Payment Options

Total

Directors $ $ $ $ $ G. R. Featherby 15,500 - - - - - 15,500

M. D. Reilly 22,156 - - - - - 22,156

C. D. Grannell 16,000 - - - - - 16,000

M.C. Travia (iii) - - - - - - -

J. G. Leahy (iii) 6,509 - - - - - 6,509

Total 60,165 - - - - - 60,165 (i) Salary & Fees includes a total of $22,000 that has been accrued but not yet paid (ii) None of the remuneration was performance related. (iii) Mr Travia was appointed on 15 June 2016. Mr Leahy resigned on 26 August 2015.

Remuneration for the year ended 30 June 2015.

Short Term Benefits Post employment

Salary & Fees (i)

Cash Bonus (ii)

Non- Monetary Benefits

Super- annuation

Retirement benefits

Share-based

Payment Options

Total

Directors $ $ $ $ $ G. R. Featherby 54,000 - - - - - 54,000

M. D. Reilly 243,794 - - - - - 243,794

C. D. Grannell 60,000 - - - - - 60,000

J. G. Leahy 75,460 - - - - - 75,460

Total 433,254 - - - - - 433,254 (i) Salary & Fees includes a total of $189,460 that has been accrued but not yet paid (ii) None of the remuneration was performance related.

(d) Details of directors’ interests

The interests of directors in the share capital of the Company are set out below: Option holdings of directors

Year ended

Balance at beginning of period

Granted as Compens-ation

Options Exercised


Balance at end of period

At 30 June 2016

30 June 2016 1 July 2015 30 June 2016 Not Vested Vested G R Featherby - - - 125,876,684 125,876,684 - 125,876,684 M D Reilly - - - - - - - C D Grannell - - - 127,728,751 127,728,751 - 127,728,751 M C Travia (ii) - - - - - - - J G Leahy (iii) - - - - - - - Total - - - 253,605,435 253,605,435 - 253,605,435

(i) Options were granted on 4 December 2015 in recognition of directors’ fees foregone. (ii) Mr Travia was appointed on 15 June 2016.

(iii) Mr Leahy resigned 26 August 2015. He was granted 183,333,333 options on 4 December 2015 in recognition of directors’ fees foregone.

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(ABN 59 009 087 852)


23. KEY MANAGEMENT PERSONNEL DISCLOSURES (Continued) Shareholdings of directors

Shares held in BOS GLOBAL Holdings Ltd (number)

Balance 1 July 2015

Granted as Remuneration

On Exercise of Options


Balance 30 June 2016

30 June 2016






G R Featherby 16,380,286 - - - 16,380,286 M D Reilly 29,916,333 - - - 29,916,333 C D Grannell 7,700,000 - - - 7,700,000 M C Travia (i) - - - - - J G Leahy (i) 1,600,000 - - (1,600,000) - Total 55,596,619 - - (1,600,000) 53,996,619

(i) Mr. Travia was appointed on 15 June 2016, Mr. Leahy resigned 26 August 2015. No shares were issued on exercise of compensation options during the year (2015: nil).

(e) Options held by Key Management Personnel

There were 436,938,768 share options issued to Key Management Personnel in 2016 (2015: nil). There were no partly paid shares held by Key Management Personnel in 2016 (2015: nil). All equity transactions with key management personnel have been entered into under terms and conditions no more favourable than those the Company would have adopted if dealing at arm’s length.

(f) Other transactions and balances with Key Management Personnel and their related parties. From 1 September 2011, the Company began renting an office at normal market prices from an entity in which G R Featherby is also a Director. During the year rental payments of $15,144 (2015: $19,447) were made to the entity. At 30 June 2016 there was an outstanding balance of $16,941 (2015: 17,797). Subsequent to financial year end, agreement was received to write off an amount of $19,141. During the 2015 financial year an amount of $243,217 was loaned to the Company by Hay Street Property Pty Ltd, an entity in which G R Featherby is also a Director. The loan was advanced at an interest rate of 5.85% per annum until repaid plus a facility fee of $20,000. The principal of $243,217 was repaid during the 2015 financial year and an amount of $23,839 for fees and interest remains outstanding at 30 June 2016. During the 2016 financial year amounts totalling $22,123 were loaned to the Company by M D Reilly. The loans were interest free with no contracted repayment date. The loans remains outstanding at 30 June 2016.

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(ABN 59 009 087 852)


24. SHARE-BASED PAYMENT PLANS

(a) Share options issued during the year During the year there were 436,938,768 unlisted options (2015: nil) issued Directors and former Directors of the Company in return for agreeing to forego outstanding directors fees of A$376,292, accrued from 1 October 2013 to 31 July 2015. During the year there were no unlisted options (2015: nil) issued to other Key Management Personnel.

(b) Summary of options: The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of, and movements in, share options issued during the year: 2016 2016 2015 2015 No. WAEP No. WAEP Outstanding at the beginning of the year

493,666,855

0.008

-

-

Granted during the year 436,938,768 0.001 493,666,855 0.008 Forfeited during the year - - - - Exercised during the year - - - - Expired during the year - - - - Outstanding at the end of the year 930,605,623 0.004 493,666,855 0.008 Exercisable at the end of the year 930,605,623 0.004 493,666,855 0.008

2016 2015 $ $ Expense arising from equity-settled share-based payment transactions 54,063 -

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(ABN 59 009 087 852)


25. COMMITMENTS AND CONTINGENCIES

(a) Exploration Commitments In order to maintain current rights of tenure to exploration tenements, the Group is required to meet minimum expenditure requirements of the relevant regulatory bodies. Minimum expenditure requirements including permit rentals are $1,393,948 (2015: 1,780,000). This exploration commitment relates to the commitment of the Company to provide 100% of funding on behalf of Copper Range (SA) Pty Ltd until such time that there is a decision to mine. These commitments are subject to renewal of the permits, renegotiation upon expiry of the exploration permit or when application for a mining permit is made. These commitments are not provided for in the financial statements. Exploration commitments contracted for at reporting date but not recognised as liabilities are as follows:

2016 2015 $ $ Exploration commitments Within one year 913,948 400,000 After one year but no more than five years 480,000 1,380,000 1,393,948 1,780,000

(b) Operating Lease Commitments – Group as lessee

The commercial lease for rental of the Group’s head office in Perth reverted to a monthly basis from 31 August 2013. Future minimum rental payable under the operating leases at 30 June are as follows:

2016 2015 $ $ Within one year 1,650 1,650 After one year but no more than five years - - After more than 5 years - - Total minimum lease payments 1,650 1,650

(c) Contingent Asset

There are no contingent assets.

(d) Contingent Liabilities There are no contingent liabilities.

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(ABN 59 009 087 852)


26. EVENTS AFTER THE REPORTING DATE

• On 22 July 2016 the Company released an AIM Admission Document seeking admission of BOS GLOBAL Holdings Limited to trading on AIM through a reverse takeover of Forte Energy NL by BOS GLOBAL Limited.

• Between 27 July 2016 and 9 August 2016, the Company issued 8,755,051,134 fully paid ordinary shares to Darwin Capital Limited following the receipt of conversion notices for the remaining £300,000 of Convertible Loan Notes.

• On 26 August 2016 the Company held a general meeting at which the following matters were approved:

o Selective buy-back and cancellation of all partly paid shares for nil consideration; o Change of company type from a "public no liability company" to a "public company limited

by shares", o Adoption of a new constitution consistent with a public company limited by shares, o Change of company name from Forte Energy NL to BOS GLOBAL Holdings Limited, o Consolidation of the Company’s total issued share capital down to 7,500,000 fully paid

ordinary shares, o Acquisition by the Company of the entire issued share capital of BOS Global Ltd for the

consideration of 42,500,000 Shares (post-Consolidation), and o Approval under s611 of the Corporations Act 2001 for Mr. Travia and his associated

entities to hold 21,564,846 Shares (post-Consolidation) representing 43.1% of the total shares on issue.

• On 26 August 2016, BOS GLOBAL Holdings Limited (formerly Forte Energy NL) completed the acquisition of BOS GLOBAL Limited. Under the Australian Accounting Standards BOS GLOBAL Limited was deemed to be the accounting acquirer in this transaction. The acquisition will be accounted for as a shares based payment by which BOS GLOBAL Limited acquires the net assets and listing status of Forte Energy NL. The purchase consideration was the issue of 42,500,000 shares in Forte Energy NL (legal parent) to the shareholders of BOS GLOBAL Limited.

• On 29 August 2016 Messrs L Shutes, M Bergin, M Uren and D Ireland joined the Board as non-executive directors. Mr. Travia took over the position of Managing Director from Mr Reilly and Mr Shutes took over the position of Chairman from Mr Featherby.

• On 30 August 2016 Mr Featherby and Mr Grannell resigned as directors of the Company. • On 30 August 2016 the enlarged Company was admitted to trading on AIM on a post-consolidation

basis. • On 30 August 2016 the terms of the DJFT and Capresi convertible note agreements were amended

to reduce the total funds available under each facility to £325,000 and £200,000 respectively and the conversion price for each facility was fixed at 6 pence per share, a discount of 25% to the AIM Admission Price of 8 pence per share.

• On 30 August 2016 the Company also entered into a second convertible note agreement with DJFT for a total principal amount of up to £1,392,000 in fixed monthly instalments of £116,000, for a period of 12 months commencing 15 December 2016 at a fixed conversion price of 16 pence per share.

• On 2 September 2016 the Company announced its filing of a PCT (Patent Cooperation Treaty) patent application for BOS-360 Work Patterns with IP Australia. Contemporaneously, a provisional application was lodged (US Provisional Application: 62/382,678) with the United States Patent and Trademark Office.

• On 15 September 2016 the company allotted 1,075,200 fully paid ordinary shares to Capresi for the provision of advisory services in relation to the Company’s readmission to AIM. The Company also announced the grant of 500,000 warrants to RFC Ambrian Limited (AIM Nominated Adviser to the Company) under the terms of their engagement agreement.

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(ABN 59 009 087 852)


26. EVENTS AFTER THE REPORTING DATE (Continued)

• On 20 October 2016 the Company announced that it had signed a binding Heads of Agreement with Ag-I Solutions Limited (“Ag-I Solutions”) to secure distribution of Ag-I Solutions products. AG-I Solutions is a software development and licensing business headquartered in Hong Kong with a portfolio of successful, enterprise level cloud based solution products covering Records, Document, Workflow and Meeting Management ready for immediate deployment and revenue generation.

• On 15 November 2016 and 2 December 2016 the Company announced that it had received conversion notices from DJFT for the full £325,000 convertible notes under the first DJFT Convertible Note agreement. A total of 5,416,667 fully paid ordinary shares were issued to DJFT under the agreement.

• On 16 November 2016 the Company announced that it had received a conversion notice from Capresi for the full £200,000 convertible notes under the Capresi Convertible Note agreement. A total of 3,333,334 fully paid ordinary shares were issued to Capresi under the agreement

• On 8 December 2016, the Company announced a placement to sophisticated investors to raise £600,000 before costs at 9 pence per share.

• On 9 December 2016 the Company announced completion of the first monthly drawdown under the Second DJFT Convertible Note agreement and the receipt of a conversion notice from DJFT for £116,000, resulting in the issue of 725,000 fully paid ordinary shares at a fixed rate of 16 pence per share.

• On 12 December 2016 the Company announced that it had entered into a Performance Activity Contract (“PACT”) for 2017 with Mr Travia.

• On 16 December 2016 the Company confirmed the commercial release of its BOS-MEET Enterprise Meeting Management Solution (“BOS-MEET”). The Company also announced the commencement of its wholly owned India Software Development Centre (“ISWDC”) in Chennai.

27. PARENT ENTITY INFORMATION 2016 2015 $ $ Current assets 25,804 373,290 Total assets 46,856 955,835 Current liabilities 460,705 1,314,610 Total liabilities 1,437,348 2,082,014 Net (liabilities) / assets (1,390,492) (1,126,179) Issued capital 95,545,441 93,480,722 Retained losses (99,471,303) (97,128,507) Available for sale investments reserve 13,764 - Share-based payments reserve 2,521,606 2,521,606 Total shareholders’ deficit (1,390,492) (1,126,179) Loss of the parent entity (2,304,929) (34,623,030) Total comprehensive income of the parent entity (2,291,165) (34,623,030)

The parent entity does not have any contingent liabilities. The parent entity has no contractual commitments in relation to the acquisition of property, plant or equipment.

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(ABN 59 009 087 852)


DIRECTORS’ DECLARATION In accordance with a resolution of the Directors of BOS GLOBAL Holdings Limited, I state that: 1. In the opinion of the Directors:

(a) the financial statements and notes of the Consolidated Entity are in accordance with the

Corporations Act 2001, including: (i) giving a true and fair view of the Consolidated Entity’s financial position as at 30

June 2016 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards (including the Australian

Accounting Interpretations) and the Corporations Regulations 2001; and (b) Subject to the matters described in Note 2(b) of the financial report, there are reasonable

grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

2. The financial statements and the notes also comply with International Financial Reporting Standards

as disclosed in note 2. On behalf of the Board ...................................................... MICHAEL TRAVIA MANAGING DIRECTOR 11 January 2017

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

TH:RH:BOSGLOBAL:003

Ernst & Young 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843

Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au

Independent auditor’s report to the members of BOS GLOBAL Holdings Limited

Report on the financial report

We have audited the accompanying financial report of BOS GLOBAL Holdings Limited, which comprises the consolidated statement of financial position as at 30 June 2016, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the financial report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such controls as the directors determine are necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards.

Auditor’s responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit we have met the independence requirements of the Corporations Act 2001. We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the directors’ report.

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

TH:RH:BOSGLOBAL:003

Opinion

In our opinion:

a. the financial report of BOS GLOBAL Holdings Limited is in accordance with the Corporations Act 2001, including:

i giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and

ii complying with Australian Accounting Standards and the Corporations Regulations 2001; and

b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 2.

Emphasis of matter

Without qualifying our opinion, we draw attention to Note 2(b) in the financial report, which outlines the principal conditions that raise doubt about the consolidated entity’s ability to continue as a going concern. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business.

Ernst & Young Trevor Hammond Partner Perth 11 January 2017

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