OliveX : Annual Report - 30 June 2021

ACN 631 675 986

ANNUAL FINANCIAL

REPORT

30 June 2021

OLIVEX HOLDINGS LIMITED	ANNUAL REPORT
AND CONTROLLED ENTITIES	30 June 2021
ACN 631 675 986
Contents
◼	Corporate Directory................................................................................................................................................................	2
◼	Directors' report .....................................................................................................................................................................	4
◼	Auditor's independence declaration ....................................................................................................................................	23
◼ Consolidated Statement of profit or loss and other comprehensive income.......................................................................	24
◼ Consolidated Statement of financial position ......................................................................................................................	25
◼ Consolidated statement of changes in Equity ......................................................................................................................	26
◼ Consolidated Statement of Cash Flows ................................................................................................................................	27
◼ Notes to the consolidated financial statements...................................................................................................................	28
◼	Directors' declaration ...........................................................................................................................................................	66
◼	Independent auditor's report ...............................................................................................................................................	67
◼	Corporate governance statement ........................................................................................................................................	72
◼ Additional Information for Listed Public Companies ............................................................................................................	82

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OLIVEX HOLDINGS LIMITED	ANNUAL REPORT
AND CONTROLLED ENTITIES		30 June 2021
ACN 631 675 986
Corporate Directory
Current Directors
Mr. Keith Rumjahn	Managing Director and Chief Executive Officer
Mr. Sonny Vu	Non-Executive Chairman (appointed 1 October 2020)
Mr. Xavier Kris	Executive Director (resigned 24 August 2021)
Mr. John Bell	Non-Executive Director (resigned 24 August 2021)
Mr. Yat Siu	Non-Executive Director
Ms. Karen Contet	Non-Executive Director (appointed 10 May 2021)
Mr. David Do	Non-Executive Director (appointed 24 August 2021)
Ms. Maja McGuire	Non-Executive Director (appointed 24 August 2021)

Company Secretary

Mr. John Bell

Registered Office		Share Registry
Street:	283 Rokeby Road	Link Market Services
	Subiaco WA 6008	Street:	Level 12, QV1 Building
Postal:	PO Box 1288		250 St Georges Terrace
	Subiaco WA 5904		Perth WA 6000
Telephone:	[phone]	Telephone:	1300 554 474 (investors within Australia)
Email:	[e-mail]		[phone]
Website:	olivex.ai

Securities Exchange	Auditor
National Securities Exchange	Moore Australia Audit (WA)
Street:	1 Bligh Street	Street:	Level 15, Exchange Tower
	Sydney NSW 2000		2 The Esplanade
NSX Code:	OLX		Perth WA 6000
		Telephone:	[phone]
Legal Advisor and NSX Nominated Advisor
AGH Law
Postal:	Level 2, 66 Kings Park Road
	West Perth WA 6005
Telephone:	[phone]

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OLIVEX HOLDINGS LIMITED	ANNUAL REPORT
AND CONTROLLED ENTITIES	30 June 2021
ACN 631 675 986

CEO's Letter

Dear Shareholders,

On behalf of the Board of Directors, it is my pleasure to present OliveX Holdings Limited's ("OliveX" or the "Company") Annual Report for the financial year ended 30 June 2021.

2021 has been another milestone year for OliveX. The Company successfully completed an oversubscribed A$8.7M placement which, included prominent investors in the blockchain space. This funding will allow the Company to expand on its vision of building a fitness metaverse connected through blockchain technology and non fungible tokens ("NFT") as well as fund the acquisition of technology and communities that grow our fitness metaverse.

The OliveX Fitness Metaverse is a parallel reality that exists in real-time and never stops. A shared environment for our brand partners and their consumers to have a true sense of community, belonging and interaction. Our Fitness Metaverse will enable customers to seamlessly jump between worlds and bring elements from one world to the next including hybrid physical/digital product ownership rights such as NFTs. A place where our customers can exercise, play and be rewarded.

On 1 July 2021, we completed acquisition of Six to Start Limited, the creators of the world's no.1 gamified audio running game in "Zombies Run!" with an average 300,000 monthly active users and approximately 50,000 paid subscribers. A fitness metaverse is a virtual collective space where people can meet like minded fitness enthusiasts, Zombies Run already has a thriving virtual community of runners with 29,100 followers on twitter, 60,000 followers on Facebook and 11,900 followers on Instagram.

In August 2021, we announced the launch of Asia's first football NFT in collaboration with Resources Capital Football Club of the Hong Kong Premier League, which showcases our team's ability to sign sports and fitness IP's and our ability to execute blockchain technology.

The fitness metaverse is about bringing brands to customers from the physical world to the virtual. In December 2020, we acquired Volution, a gym management software that was serving global fitness brands such as Anytime fitness who have 4,500 gym franchises gyms. Through Volution, the company has since expanded to signed partnerships with world class fitness brands in Les Mills and Gold's Gym. In Les Mills, our partner boasts that classes are being taught at over 20,000 gyms globally supporting 140,000 instructors. In Gold's Gym we have an icon in the gym industry. Known as the mecca of bodybuilding and the only fitness gym listed on ESPN's notable gym venues.

Outlook

COVID-19 has accelerated the change of the fitness landscape to a hybrid physical/virtual model and the demand for digital fitness will continue to grow. We believe that the future of fitness is fitness as a game. The future of fitness is a fitness metaverse with interconnected fitness games powered by blockchain technology and NFT's.

The Company is well positioned to create a world class fitness metaverse at the intersection of gaming, blockchain and fitness, helping people get fitter through a play to earn mechanism which rewards exercising and playing.

My fellow Directors Yat Siu, David Do, Sonny Vu, Karen Contet and Maja McGuire all add extensive experience and considerable expertise to the Company and their guidance will assist OliveX in achieving its potential.

The OliveX mission is Fit, Fun and Fab, and we continue to apply this mantra as we expand the content and application offerings to users. More than ever, this mantra and our offering is becoming a necessity for end users and the Company's potential customer base.

I am extremely thankful for the commitment of the Board, the executive team and our employees who continue to operate and execute on every opportunity diligently under difficult circumstances.

The Board would like to thank our shareholders, our coaches and our customers for their continued support and for embarking on this journey with OliveX. We look forward to our next exciting phase of growth as we continue to build the OliveX ecosystem together.

Regards

KEITH RUMJAHN

Managing Director and Chief Executive Officer

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OLIVEX HOLDINGS LIMITED	ANNUAL REPORT
AND CONTROLLED ENTITIES	30 June 2021
ACN 631 675 986
Directors' report

Your directors present their report on the Consolidated entity, consisting of OliveX Holdings Limited (Parent or the Company) and its controlled entities (collectively the Group), for the year ended 30 June 2021

OliveX listed on the National Securities Exchange (NSX) on 24 August 2020.

1. Directors

The names of Directors in office at any time during or since the end of the year are:

▪	Mr. Keith Rumjahn	Managing Director and Chief Executive Officer
▪	Mr. Sonny Vu	Non-ExecutiveChairman (appointed 1 October 2020)
▪	Mr. Xavier Kris	Executive Director (resigned 24 August 2021)
▪	Mr. John Bell	Non-ExecutiveDirector (resigned 24 August 2021)
▪	Mr. Yat Siu	Non-Executive Director
▪	Ms. Karen Contet	Non-Executive Director (appointed 10 May 2021)
▪	Mr. David Do	Non-ExecutiveDirector (appointed 24 August 2021)
▪	Mr. Maja McGuire	Non-ExecutiveDirector (appointed 24 August 2021)

The Directors have been in office since the start of the period to the date of this report unless otherwise stated. For additional information of Directors including details of the qualifications of Directors please refer to paragraph 6 Information relating to the Directors of this Directors Report.

2. Company Secretary

The following person held the position of Company Secretary at the end of the financial period:

▪	Mr. John Bell	Mr. Bell was appointed as Company Secretary on 1 May 2020 and resigned 24 August 2021.
		Please refer to paragraph 6 Information relating to the Directors of this Directors Report.

3. Dividends paid or recommended

There were no dividends paid or recommended during the financial year end 30 June 2021.

4. Significant Changes in the state of affairs

On 2 July 2020, OliveX Holdings Limited lodged a replacement prospectus for an offer of 10,000,000 shares at an issue price of $0.20 per share to raise $2,000,000 before costs, with the ability to accept oversubscriptions for a further 5,000,000 shares to raise an addition $1,000,000 before costs.

On 10 August 2020, OliveX Holdings Limited successfully raised $2,181,987 before costs under the initial public offer (IPO) through the issue of 10,909,935 shares at an issue price of $0.20 per share. In preparation for the IPO, the Company proposed to acquire 100% of the issued capital of OliveX (HK) Ltd.

In or about May 2020, to complete the acquisition, the Company entered into Security Purchase Letter Agreements (SPLAs) with each holder of fully paid ordinary shares in the capital of OliveX (HK) Ltd and each holder of the safe convertible notes (together the Security Holders), whereby a total of 23,559,996 shares and 20,000,000 performance rights were to be issued to the Security Holders on completion of the acquisition.

On 3 August 2020, the acquisition was completed, and the Company issued 23,559,996 shares and 20,000,000 performance rights and become the 100% owner of OliveX (HK) Limited.

In March 2020, the Company entered into Note Conversion Letter Agreements with the noteholders pursuant to which the convertible note term sheets will convert into 2,500,000 shares and 10,000,000 performance rights.

On 10 August 2020, the restructure completed, and all convertible notes converted into equity of the Company and the noteholders were issued 2,500,000 shares and 10,000,000 performance rights.

On 24 August 2020, OliveX Holdings Limited was admitted to the National Stock Exchange (NSX).

On 15 September 2020, OliveX (AU) Pty Ltd was incorporated as a 100% owned subsidiary of the Company to undertake the Australian operations of the group

On 1 December 2020, OliveX (UK) Ltd was incorporated as a 100% owned subsidiary of the Company to purchase the business assets of Volution.Fit.

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