Announcement PDF SportsHero Limited (Formerly Nevada Iron Limited) ACN 123 423 987 Annual Report for the year ended 30 June 2017 SPORTSHERO LIMITED ANNUAL REPORT 30 JUNE 2017 CORPORATE DIRECTORY Directors Michael Higginson (Chairman) Tom Lapping (Director – appointed 10 April 2017; CEO – appointed 4 September 2017) Christopher Green (Non-Executive Director) Company Secretary Michael Higginson Registered Office and Principal Place of Business 29 Brookside Place Lota, QLD 4179 Telephone: +61 (7) 3901 0751 Facsimile: +61 (7) 3901 0751 Website: http://sportshero.mobi/ Auditor RSM Australia Partners Level 32/2 The Esplanade Perth WA 6000 Share Registry Advanced Share Registry Services Limited 110 Stirling Highway Nedlands WA 6009 Telephone: +61 (8) 9389 8033 Facsimile: +61 (8) 9262 3723 Stock Exchange Listing Australian Securities Exchange ASX Code: SHO 2 SPORTSHERO LIMITED ANNUAL REPORT 30 JUNE 2017 CONTENTS PAGE CHAIRMAN’S LETTER 4 OPERATIONS REPORT 5 DIRECTORS’ REPORT 7 AUDITOR’S INDEPENDENCE DECLARATION 15 STATEMENT OF FINANCIAL POSITION 16 STATEMENT OF COMPREHENSIVE INCOME 17 STATEMENT OF CHANGES IN EQUITY 18 STATEMENT OF CASH FLOWS 19 NOTES TO THE FINANCIAL STATEMENTS 20 DIRECTORS’ DECLARATION 43 INDEPENDENT AUDITOR’S REPORT 44 SHAREHOLDER INFORMATION 48 General information The financial statements cover SportsHero Limited as a consolidated entity consisting of SportsHero Limited and its subsidiaries. The financial statements are presented in US dollars, which is SportsHero Limited’s functional and presentation currency. SportsHero Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: 29 Brookside Place Lota, QLD 4179 Telephone: +61 (7) 3901 0751 Facsimile: +61 (7) 3901 0751 A description of the nature of the consolidated entity's operations and its principal activities are included in the Directors' Report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of Directors, on 29 September 2017. The Directors have the power to amend and reissue the financial statements. 3 SPORTSHERO LIMITED ANNUAL REPORT 30 JUNE 2017 CHAIRMAN’S LETTER Dear Shareholder On behalf of the Board of Directors of SportsHero Limited, I am very pleased to be able to present the 2017 Annual Report of the Company. As approved by Shareholders on 30 November 2016, the Company completed the sale of the Buena Vista Iron Project on 7 February 2017. On that same date, the Company also completed the acquisition of the SportsHero business and the raising of AUD3,202,000 (before costs) pursuant to the issue of 64,040,000 fully paid ordinary shares at an issue price of AUD0.05 per share. Following the acquisition of the SportsHero business, the Company’s securities were re-instated to trading by ASX on 15 February 2017, ending a protracted 9 month suspension period. During the period since re-instatement, the Company has been tirelessly working towards upgrading both the SportsHero team and the monetisation potential of the Company’s unique sports gamification platform, which offers users a robust sports prediction platform across football (soccer) and cricket. The Company is now looking to build a very large and hyper-engaging community of sports fans around its gamification platform. In so doing, we have a set an ambitious goal to become the first sports prediction app to grow a community size of one billion people by December 2017. We have labelled this goal “Project 1 Billion”. Project 1 Billion is looking to combine the communities from all of SportsHero’s affiliates (social platforms, B2B & B2C brands, professional sports teams) to create a large community of sports fans who come together to play sports games, consume content and interact with ambassadors and personalities. The model is designed to grow the SportsHero community exponentially and is only limited by the number of SportsHero affiliates that are partnered. The Company’s soon to be released Project 1 Billion monetisation model is being built around the existing Prediction Model, plus Fantasy Sports and eGaming. With the imminent launch of the upgraded app, we are positioning SportsHero to become a significant player in the very rapidly expanding global games market, which we expect will deliver both growth and opportunity for your Company. Finally, throughout this period of transformation and change, it would be remiss of me not to sincerely thank all staff and consultants (both past and present) for their contributions throughout the year. Yours sincerely Michael Higginson Chairman 4 SPORTSHERO LIMITED ANNUAL REPORT 30 JUNE 2017 OPERATIONS REPORT During the year the Company sold its 100% interest in the Buena Vista Iron Project (located in Nevada USA) and acquired a 100% interest in the SportsHero business. SportsHero is a sports gaming platform that currently boasts a robust prediction program across football (soccer) and cricket. Precise details of events and activities undertaken throughout the year are as set out in the Directors’ Report under the heading “Significant changes in state of affairs” and “Subsequent events” (refer pages 9 and 10). Following the receipt of shareholder approval on 30 November 2016, on 7 February 2017 the Company sold its 100% interest in the Buena Vista Iron Project for the following consideration:    the assumption of debt totalling not less than AUD800,000; a cash payment of AUD100,000; a cash payment of: (i) USD250,000 on commencement of iron ore production at 1Mtpa or greater from the existing Buena Vista claims (Production Payment); (ii) USD250,000 on the first anniversary of the Production Payment (First Anniversary Payment), subject to production having been continuous during the period between the Production Payment and the First Anniversary Payment; and (iii) USD250,000 on the second anniversary of the Production Payment (Second Anniversary Payment), subject to production having been continuous during the period between the Production Payment and Second Anniversary Payment, Also on 7 February 2017, the Company completed the following:  the raising of AUS3,202,000 (before costs) pursuant to the issue of 64,040,000 fully paid ordinary shares at an issue price of AUD0.05 per share, pursuant to the Company’s prospectus dated 21 November 2016 (Prospectus);  the issue of 60,000,000 fully paid ordinary shares to MyHero Ltd in consideration for the acquisition by Sportz Hero Pty Ltd of an additional 83.33% of the issued share capital of Sportshero Enterprise Pte Ltd; and  the issue of 36,000,000 fully paid ordinary shares and 72,000,000 options each exercisable at AUD0.05 and expiring 31 August 2019 to the shareholders of Sportz Hero Pty Ltd in consideration for the acquisition of 100% of the issued share capital of Sportz Hero Pty Ltd. The issue of the 60,000,000 shares to MyHero Limited and the 36,000,000 shares and 72,000,000 options to the shareholders of Sportz Hero Pty Ltd resulted in the Company acquiring the SportsHero business. The corporate structure of the Company following the acquisition of the SportsHero business and the sale of the Buena Vista Project is as set out below: SportsHero Limited Sportz Hero Pty Ltd SportsHero Enterprise Pte Ltd SportsHero Information Technology (Shanghai) Co Ltd 5 SPORTSHERO LIMITED ANNUAL REPORT 30 JUNE 2017 OPERATIONS REPORT On 12 May 2017, the Company announced the establishment of a strategic partnership with Spartan Sporting Goods (Spartan). In accordance with the partnership, Spartan was appointed as the Company’s official sports equipment partner. Since the re-instatement of the Company to the official list of 15 February 2017, the Company has been upgrading the monetisation potential of the SportsHero app, with the Company now set to embark on building a very large and hyperengaging community of sports fans around its gamification platform. In so doing, the Company has set an ambitious goal to become the first sports prediction app to grow a community size of one billion people by December 2017. We have labelled this goal “Project 1 Billion”. Project 1 Billion is looking to combine the communities from all of SportsHero’s affiliates (social platforms, B2B & B2C brands, professional sports teams) to create a large community of sports fans who come together to play sports games, consume content and interact with ambassadors and personalities. The model is designed to grow the SportsHero community exponentially and is only limited by the number of SportsHero affiliates that are partnered. 6 SPORTSHERO LIMITED ANNUAL REPORT 30 JUNE 2017 DIRECTORS’ REPORT The Directors present their report together with the consolidated financial report for SportsHero Limited (“SportsHero” or the “Company”) and its controlled entities (collectively the “Group”), for the year ended 30 June 2017. Directors (i) Names, qualifications and experience The names and details of the Company’s Directors in office at any time during the financial period and until the date of this report are as follows: Michael Higginson Tom Lapping Christopher Green Mick McMullen Howard Dawson Non-Executive Director (appointed 21 June 2016) and Chair (appointed 29 June 2017) Non -Executive Director (appointed 10 April 2017) Non-Executive Director (appointed 21 June 2016) Chair & Managing Director (resigned 23 January 2017) Director (appointed 23 January 2017 – retired 10 April 2017) Messrs Higginson and Green were Directors for the entire period. Messrs Lapping, McMullen and Dawson were Directors for the period detailed above. Michael Higginson – Chairman Qualification: B.Bus Fin & Admin Mr Higginson is the holder of a Bachelor of Business Degree with majors in both Finance and Administration. Mr Higginson is a professional director and company secretary with extensive experience in public company administration, ASX Listing Rules, the Corporations Act, capital raisings, corporate governance, financial reporting and due diligence. Mr Higginson was formerly an executive officer with the Australian Securities Exchange and has, over the last 29 years, held numerous company secretarial and directorship roles with a number of public listed companies across a range of industry sectors. Mr Higginson is a director of Cape Range Limited. Tom Lapping – Director (appointed 10 April 2017) and CEO (appointed 4 September 2017) Mr Lapping is highly experienced across the securities and media sectors. Since 2016, he has played an integral role within SportsHero and was a key member of the team during the transition of the SportsHero business from a Singaporean unlisted entity to an ASX listed public company in February 2017. Tom is a successful entrepreneur who has accumulated extensive experience leading both established and early stage ventures in the Asia-Pacific region. Tom has keen understanding of consumer behaviour and was recognised as a 40under40 business entrepreneur award winner in Western Australia in 2003 Christopher Green – Non Executive Director Qualifications: B.Sc (Applied Geology) and Grad Dip Computer Science Mr Green has been working in the mining and IT industries for 40 years, in the areas of exploration and mining as a geologist, and in the areas of software development as a programmer, technical analyst, IT Manager and as a Manager of Innovation. With his professional qualifications in Geology, Computer Science and Complexity Theory, Chris has over 40 years professional experience with the last 25 years almost exclusively within the practical application of IT and IT innovation. Mick McMullen – Chairman & Managing Director (resigned 23 January 2017) Qualifications: B.Sc (Geology), Member AusIMM Mr McMullen is a geologist with a BSc (Geology) from the University of Newcastle, Australia and has in excess of 20 years’ experience in exploration, financing, development and operation of mining projects. He was the Managing Director and a co-founder of Northern Iron (ASX: NFE), an ASX listed iron ore mining company with assets in Norway, and the President and CEO of Stillwater Mining Company, a New York Stock Exchange listed company with operating PGM mines in Montana. 7 SPORTSHERO LIMITED ANNUAL REPORT 30 JUNE 2017 DIRECTORS’ REPORT Howard Dawson – Director (appointed 23 January 2017 and retired 10 April 2017) Qualifications: Bachelor of Science (Geology) SFFINSIA, MAIG Mr Dawson had an 11 year career as a geologist before entering the securities industry as a research analyst in 1987. Over the subsequent 22 years he fulfilled a number of complementary roles within the securities industry including research, corporate advisory, business development and management for firms including Hartley Poynton, McIntosh Securities, Merrill Lynch and ABN AMRO Morgan’s Limited. Mr Dawson is a director of Discovery Capital Limited. (ii) Interests in the Shares and Options of the Company As at the date of this report, the interest of the Directors in the shares and options of the Company are: M Higginson T Lapping C Green TOTAL Number of shares 20,834 11,782,143 11,802,977 Number of options 16,714,286 16,714,286 Company Secretary Michael Higginson Qualification: B.Bus Fin & Admin Directors’ meetings The number of meetings attended by each of the Directors of the Company during the financial year was: Michael Higginson Tom Lapping Christopher Green Mick McMullen Howard Dawson Board Meetings (a) (b) 5 5 1 1 5 5 3 3 1 1 (a) Number of meetings held and entitled to attend (b) Number of meetings attended Given the size of the Company and current level of activities, the Board has assumed the duties and responsibilities typically delegated to an audit committee, risk committee, remuneration committee and nomination committee. Corporate structure SportsHero Limited is a company limited by shares that is incorporated and domiciled in Australia. On 7 February 2017, the Company disposed of its 100% owned Australian subsidiary Nevada Iron Holdings Pty Limited, which owned 100% of Nevada Iron LLC (incorporated in the state of Nevada USA) and 100% of Iron Horse Transportation LLC ( incorporated in the state of Nevada USA). On 7 February 2017, the Company acquired 100% of Australian incorporated Sportz Hero Pty Limited, which in turn (as of 7 February 2017) owned 100% of Singaporean company SportsHero Enterprise Pte Ltd. SportsHero Enterprise Pte Ltd is the 100% owner of Chinese incorporated SportsHero Information Technology (Shanghai) Co Limited. 8 SPORTSHERO LIMITED ANNUAL REPORT 30 JUNE 2017 DIRECTORS’ REPORT Nature of operations and principal activities The principal activity of the Group during the year was the acquisition and development of a sports gamification platform. Results of operations The operating loss after income tax of the Group for the year ended 30 June 2017 was USD4,266,644 (2016: USD151,260). The Group’s basic loss per share for the year was 3.85 US cents (2016: nil). Dividends No dividend has been paid during or is recommended for the financial year ended 30 June 2017 (2016: nil). Employees The Group had 10 employees as at 30 June 2017 (30 June 2016: 9), other than the Chairman and two non-executive Directors. Review of operations The principal activity of the Group during the financial year was the acquisition and development of a sports gamification platform. An overview of the Group’s operations during the financial year is set out in the Operations Report. Significant changes in state of affairs On 22 July 2016, the Company raised AUD273,395 in working capital pursuant to the issue of 10,389,500 fully paid ordinary shares at an issue price of AUD0.01 per share and the issue of 16,950,000 convertible notes also at an issue price of AUD0.01 per convertible note (note: the shares and convertible notes were issued pre a 1 for 2 consolidation of the Company’s share capital). On 27 September 2016, the Company announced that it had executed the following agreements in relation to the acquisition of 100% of the SportsHero business (Acquisition):   Share Purchase Agreement - for the acquisition of 100% of the issued share capital of Sportz Hero Pty Limited (SPA); Share Sale Agreement – whereby SPA acquires an additional 83.33% of SportsHero Enterprise Pte Ltd (SPS), making SPS a 100% owned subsidiary of SPA. SPS is a company incorporated in Singapore and owner of the SportsHero business Sale of Buena Vista Iron Project As announced on 20 May 2016, the Company agreed to enter into a sale agreement for the sale of 100% of the Company’s interest in the Buena Vista Iron Project. In that regard, on 27 September 2016 the Company executed a Binding Heads of Agreement for the sale of 100% of the issued share capital of Nevada Iron Holdings Pty Limited (NVH) to New Nevada Resources LLC and Rhodes Investment Limited. NVH is an Australian incorporated company and via two 100% owned US subsidiaries is the owner of the Buena Vista Iron Project. The consideration for the sale of NVH was as follows:    the assumption of debt held by NVH’s US subsidiaries which total not less than AUD800,000; a cash payment of AUD100,000 at settlement; a cash payment of: (iv) USD250,000 on commencement of iron ore production at 1Mtpa or greater from the existing Buena Vista claims (Production Payment); (v) USD250,000 on the first anniversary of the Production Payment (First Anniversary Payment), subject to production having been continuous during the period between the Production Payment and the First Anniversary Payment; and 9 SPORTSHERO LIMITED ANNUAL REPORT 30 JUNE 2017 DIRECTORS’ REPORT (vi) USD250,000 on the second anniversary of the Production Payment (Second Anniversary Payment), subject to production having been continuous during the period between the Production Payment and Second Anniversary Payment. On 30 November 2016, shareholders approved, inter alia, the sale of the Buena Vista Iron Project, the Acquisition and 1 for 2 consolidation of the Company’s share capital (Consolidation). On 16 December 2016, the Consolidation was completed. On 23 January 2017, Mr McMullen resigned as a Director and Mr Howard Dawson was appointed as a Director. On 7 February 2017, the Company disposed of its 100% interest in the Buena Vista Iron Project and acquired 100% of the SportsHero business. In addition, the Company raised AUD3,202,000 pursuant to the issue of 64,040,000 ordinary shares at an issue price of AUD0.05 per share, all convertible notes on issue were converted into 8,475,000 ordinary shares and 12,500,000 ordinary shares were issued to Sunshore Holdings Pty Limited. On 29 March 2017, the Company announced the appointment of Australian cricketing legend, Mr Ian Chappell as the Company’s cricket ambassador. Pursuant to the appointment, the Company issued 1,000,000 ordinary fully paid shares and 4,000,000 performance rights. On 10 April 2017, Mr Tom Lapping was appointed as a Director following the retirement of Mr Howard Dawson. On 27 April 2017, the Company announced the appointment of Mr Dharpan Randhawa as the Company’s Commercial Strategy Advisor. Pursuant to the appointment, the Company issued 500,000 ordinary fully paid shares and 4,000,000 performance rights. On 27 April 2017, 1,000,000 shares were issued Mr Ian Chappell. On 12 May 2017, the Company announced the establishment of a strategic partnership with Spartan Sporting Goods (Spartan). In accordance with the partnership, Spartan was appointed as the Company’s official sports equipment partner. On 9 June 2017, 500,000 shares were issued following the conversion of 500,000 performance rights held by Mr Randhawa. On 29 June 2017, Mr Higginson was appointed as Chair of the Company. Future developments Likely future developments in the operations of the Group are referred to in the Chairman’s Letter and Operations Report. Other than that referred to in this report, further information as to likely developments in the operations of the Group and expected results of those operations would, in the opinion of the Directors, be speculative and prejudicial to the interests of the Group and its shareholders. Subsequent events On 4 September 2017, Mr Tom Lapping was appointed as the Company’s CEO. On 26 September 2017, the Company announced the forming of a strategic partnership with YuuZoo Corporation (YuuZoo), whereby YuuZoo has been appointed as SportsHero Limited’s Official African Marketing Partner. This partnership gives SportsHero access to in excess of 100 million African football (soccer) fans. In Africa, YuuZoo has signed on dominant Nigerian broadcaster, the Nigerian Television Authority (NTA), as a collaboration partner. NTA runs the largest television network in Nigeria with stations in several parts of the country. NTA and YuuZoo air a prime time television show every Wednesday and will use this medium to promote African continent competitions on SportsHero Limited’s platform. This powerful broadcast platform, combined with the popularity of the show will help drive engagement and new users on the SportsHero platform. All revenues generate from the YuuZoo partnership will be shared equally between YuuZoo and SportsHero Limited. 10 SPORTSHERO LIMITED ANNUAL REPORT 30 JUNE 2017 DIRECTORS’ REPORT Financial position The Group’s working capital, being current assets less current liabilities, was USD1,267,216 as at 30 June 2017 (2016: USD347,631). In the Directors’ opinion there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. Proceedings on behalf of the Group No person has applied for leave of court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. Additional information The earnings of the consolidated entity for the five years to 30 June 2017 are summarised below: Sales revenue EBITDA EBIT Profit after income tax 2017 USD 2016 USD 2015 USD 2014 USD 2013 USD 9,113 (3,823,784) (4,264,060) (4,266,644) (151,228) (151,260) (151,260) - - - The factors that are considered to affect total shareholders return are summarised below: Share price at financial year end (US cents) Total dividends declared (US cents per share) Basic loss per share (US cents per share) 2017 2016 2015 2014 2013 3.1 3.85 - - - - No audited information exists prior to the 2016 financial year due to the changes in the controlled entities as a result of the reverse acquisition that occurred in the 2017 financial year. Remuneration report (Audited) Details of Remuneration for the Year Ended 30 June 2017 Details of the remuneration for each Director and the key management personnel of the Group during the year are set out in the following tables. The Board’s policy for determining the nature and amount of remuneration for Directors and senior executives of the Group is as follows:     All executives receive a base salary (which is based on factors such as length of service and experience). The Board reviews executive packages annually by reference to the Group’s performance, executive performance and comparable information from industry sectors. All remuneration paid to Directors and executives is valued at the cost to the Group and expensed. Options are valued using the Black-Scholes methodology. Remuneration of non-executive Directors at market rates for time, commitment and responsibilities. The Board determines payments to the non-executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought if required. At the 2016 Annual General Meeting, 90% of the eligible votes received supported the adoption of the remuneration report for the year ended 30 June 2016. The Company did not receive any specific feedback at the Annual General Meeting regarding its remuneration practices. The key management personnel of the Group include the Directors and Company Secretary. There were no other persons considered key management personnel as defined in AASB 124 Related Party Disclosures. 11 SPORTSHERO LIMITED ANNUAL REPORT 30 JUNE 2017 DIRECTORS’ REPORT The tables below show the 2016 and 2017 remuneration of the Directors and other key management personnel: 2016 Postemployment Share-based payments Salary & fees Superannuation Shares Total 136,556 - 45,519 182,075 0% - - 6,373 6,373 6,373 6,373 6,373 6,373 6,373 6,373 6,373 6,373 0% 0% 0% 0% 0% 136,556 - 77,384 213,940 0% Chairman 1 Mick McMullen Non-Executive Directors Christopher Green 2 Andrew Brice 2 Taj Singh 2 Heath Rushing 2 Donald Pattalock 2 Arden Morrow Total key management personnel compensation 1 2 Value of options as a % Short-term USD45,519 was settled through the issuance of shares at an issue price of AUD0.05 per share on 27 October 2015. The balance of USD136,556 remained unpaid as at 30 June 2016 USD6,373 was settled through the issuance of shares at an issue price of AUD0.05 per share on 27 October 2015. 2017 Value of options as a % Short-term Postemployment Share-based payments Salary & fees Superannuation Shares Total 79,432 - - 79,432 0% 17,642 18,296 11,318 - - 17,642 18,296 11,318 0% 0% 0% 0% 126,688 - - 126,688 0% Chairman Michael Higginson Directors Christopher Green Tom Lapping Mick McMullen Howard Dawson Total key management personnel compensation Performance Shares as a Proportion of Total Remuneration There were no performance shares issued during the year ended 30 June 2017 (2016: nil). Ordinary Shares held by Directors Ordinary Shares 2017 Directors M McMullen M Higginson C Green T Lapping H Dawson Balance at beginning of year 5,710,000 41,668 50,789 5,802,457 1 for 2 consolidation (2,855,000) (20,834) (1,300,000) (25,395) (4,201,229) Allotted during Purchased Sold during the the year during the year year 13,082,143 2,057,142 15,139,285 260,000 260,000 (2,855,000) (25,394) (2,880,394) Balance at end of year 20,834 11,782,143 2,317,142 14,120,119 Company Performance, Shareholder Wealth and Director and Executive Remuneration The remuneration policy has been tailored to increase goal congruence between shareholders, Directors and executives. The achievement of this aim has been through the issue of options to Directors and executives to encourage the alignment of personal and shareholder interests. 12 SPORTSHERO LIMITED ANNUAL REPORT 30 JUNE 2017 DIRECTORS’ REPORT Executive and non-executive Directors and other key management personnel may be granted options or performance rights over ordinary shares. The recipients of options or performance rights are responsible for growing the Company and increasing shareholder value. If they achieve this goal the value of the options or performance rights granted to them will also increase. Therefore, the options or performance provide an incentive to the recipients to remain with the Company and to continue to work to enhance the Company’s value. Options Granted as Part of Remuneration for the Year Ended 30 June 2017 Option movements for the year 2017 Directors M McMullen M Higginson C Green T Lapping H Dawson Total Balance at beginning of year Allotted Granted as compensation Exercised Expired Other changes Balance at end of year 20,834 41,667 - - - - (20,834) (41,667) - - - 62,501 - - - (62,501) - - Performance Options as a Proportion of Total Remuneration The value of performance options issued during the year to key management personnel as a percentage of the total remuneration paid to key management personnel was 0% (2016: 0%). Employment Contracts of Directors and Senior Executives As of 30 June 2017 there were no formal contracts for Non-Executive Directors. Messrs Lapping and Green are paid fees at the rate of AUD25,000 per annum. Mr Higginson, as Chair of the Company, is paid fees at the rate of AUD50,000 per annum. Share-based compensation The issue of options and/or performance rights to Directors and executives is to encourage the alignment of personal and shareholder returns. The intention is to align the objectives of Directors and executives with that of the business and shareholders. In addition, all Directors and executives are encouraged to hold shares in the Company. The Group has not paid bonuses to Directors or executives to date. End of remuneration report Share options At the date of this report, the unissued ordinary shares of the Company under option are as follows: Date of Expiry Exercise Price Number Under Option 31 Dec 2017 31 Dec 2017 30 Sept 2017 31 August 2019 AUD1.02 AUD1.24 AUD0.20 AUD0.05 30,000 30,000 4,697,940 72,000,000 During the financial year ended 30 June 2017, no SportsHero Limited shares were issued on the exercise of options granted. Since the end of the financial year no shares have been issued following the exercise of options. Since the end of the financial year no options have been issued. 13 SPORTSHERO LIMITED ANNUAL REPORT 30 JUNE 2017 DIRECTORS’ REPORT No amounts are unpaid on any of the shares on issue. No person entitled to exercise an option had or has any right by virtue of the option to participate in any share issue of any other body corporate. Indemnification During the financial year, the Company did not pay premiums to insure the Directors and Company Secretary of the Group. Non-audit services Fees amounting to USD31,748 (2016: nil) for non-audit services were paid/payable to the Group’s auditors during year. Auditor’s independence declaration The auditor’s independence declaration for the year ended 30 June 2017 has been received and immediately follows the Directors’ Report. Corporate Governance In recognising the need for the highest standards of corporate behaviour and accountability, the Dir