Ann: Detailed Restructuring Agreements Update, page-5

I've shared the following with pWc and ASIC...

The X64 Limited Deed of Company Administration administrator (‘the Administrator’) has published 14 November 2024 a notice of intent to rely upon financial reporting relief provisions. The Administrator cannot rely on the financial reporting deferral relief provisions included in the ASIC Corporations (Externally - Administered Bodies) Instrument 2015/25 (‘the Instrument’) because it failed to give timely notice before financial reporting obligations under part 2M.3 of the Act have arisen. Notably, post appointment as voluntary administrator (effective 2 July 2023), the company has failed to hold an annual general meeting ( sec. 250N), publish half yearly reports (sec 320(1)), assemble and publish an annual report for the financial year ending 30 June 2024 (sec 314)

The Administrator should not rely upon the relief nor be granted relief from statutory financial reporting obligations because:

(a) The Administrator does not exercise all or most of the management functions. Beyond a functioning fully compensated board of directors, X64 Limited has appointed a seemingly competent executive management including : A Chief Executive Officer, Mr Simon Theobald, whose role is described as “..CEO of the Company and is responsible for managing and overseeing the strategy and direction of the Company’s business…”A Chief Financial Officer, Ms Nicola Gill, whose role is described as “... as Chief Financial Officer is responsible for the day-to-day management of all financial functions of the Group …”

(b) The management team are demonstrably capable of attending to such matters as evidenced by the recent publications. As presented below it would seem the team is restoring appropriate reporting governance and protocolsublished 28/02/2024 : Half yearly accounts for the period ended 31 December 2022;Published 24/04/2024 : Quarterly activities /appendix 5B cash flow report for the period ended 31 March 202023;Published 26 July 2024 : Quarterly report for the period ended 30 June 2023;Published 26 July 2023 : Quarterly report for the period ended 30 September 2023;Published 26 July 2024 : Quarterly report for the period ended 31 December 2023;Published 30 August 2024 : Preliminary report for the financial year ended 30 June 2023;Published 27 September 204 : Fully statutory report, audited, including Directors report for the financial year ended 30 June 2023;

(c) It is not obvious that the deed administrator is ‘disruptive’ to the company’s ability to comply with reporting obligations. Notably, beyond teh above reports, the Director continue to lodge numerous releases via the ASX portal with respect to ordinary course business matters;

(d) It has been represented in numerous forums and formats that the existing members will have an economic interest in the company during and after the external administrator. As evidenced by the annual report, it is highly likely that existing members do and will have a significant economic interest in X64 limited post external administration;

(e)It is in the public interest that financial reporting obligations remain in place and indeed the company continues restoring good governance. At face value the remaining issue which will allow effectuation of the deed of company arrangement and therefore run of absolute control and responsibility is narrowly defined as a foreign company shareholding dispute. I understand all creditors have been settled and ‘new normal’ operations resumed. Within this context, it is appropriate that good governance be restored and Corporations Law legal compliance not be not be effectively secreted or set aside by the provisions of contract law.

I would encourage all and sundry to reach out to ASIC because the I think the Administrator is wrong in assuming entitlement to defer.

X64 Limited really needs the torch of disclosure and all the associated accountability that goes with it.

Have a great day