BETMAKERS TECHNOLOGY GROUP LTD - Interim / Quarterly Report 2019

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Appendix 4D Half-year report

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1. Company details

Name of entity: The BetMakers Holdings Limited ABN: 21 164 521 395 Reporting period: For the half-year ended 31 December 2018 Previous period: For the half-year ended 31 December 2017

2. Results for announcement to the market

				$
Revenues from ordinary activities	down	11.7%	to	2,788,025
Loss from ordinary activities after tax attributable to the owners of The
BetMakers Holdings Limited	down	64.8%	to	(1,786,376)
Loss for the half-year attributable to the owners of The BetMakers
Holdings Limited	down	64.8%	to	(1,786,376)

Dividends

There were no dividends paid, recommended or declared during the current financial period.

Comments

The loss for the group after providing for income tax amounted to $1,786,376 (31 December 2017: $5,076,828).

Further information on the 'Review of operations' is detailed in the Directors' report which is part of the Interim Report.

3. Net tangible assets

Net tangible assets per ordinary security	Reporting period Cents (2.76)	Previous period Cents 4.60

4. Control gained over entities

Refer to note 17 - Business combinations for further detail.

5. Loss of control over entities

Not applicable.

6. Details of associates and joint venture entities

Not applicable.

7. Foreign entities

Details of origin of accounting standards used in compiling the report:

Not applicable.

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Appendix 4D Half-year report

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8. Audit qualification or review

Details of audit/review dispute or qualification (if any):

The financial statements were subject to a review by the auditors and the review report, which contains an Emphasis of Matter section with regard to preparation of the financial statements on a going concern basis and the recoverability of deferred tax assets and intangibles, is attached as part of the Interim Report.

9. Attachments

Details of attachments (if any):

The Interim Report of The BetMakers Holdings Limited for the half-year ended 31 December 2018 is attached.

10. Signed

Signed _________

Date: 28 February 2019

Todd Buckingham Director Newcastle

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The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) ABN 21 164 521 395

Interim Report - 31 December 2018

The BetMakers Holdings Limited
(Formerly known as TopBetta Holdings Limited)
Contents
31 December 2018
Directors' report	2
Auditor's independence declaration	4
Statement of profit or loss and other comprehensive income	5
Statement of financial position	7
Statement of changes in equity	8
Statement of cash flows	9
Notes to the financial statements	10
Directors' declaration	25
Independent auditor's review report to the members of The BetMakers Holdings Limited	26

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Directors' report 31 December 2018

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The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'group') consisting of The BetMakers Holdings Limited (referred to hereafter as the 'company', 'TBH' or 'parent entity') and the entities it controlled at the end of, or during, the half-year ended 31 December 2018.

Directors

The following persons were directors of The BetMakers Holdings Limited during the whole of the financial half-year and up to the date of this report, unless otherwise stated:

Nicholas Chan - Chairman Todd Buckingham Simon Dulhunty

Principal activities

The group's principal activities during the financial half-year were the development and provision of data and analytic products for the B2B wagering market ('content services') and wholesale wagering.

Review of operations

The loss for the group after providing for income tax amounted to $1,786,376 (31 December 2017: $5,076,828).

Excluding the employee share loan impairment of $202,562, the group had an operating loss of $1,583,814.

During the half year to 31 December 2018, the group acquired two new businesses, DynamicOdds and Global Betting Services. The group agreed an acquisition price of $7,000,000 for each business (plus performance payments), and raised $4,268,870 net of costs to assist with the required funding. Both businesses greatly strengthen the group's content services division.

Significant changes in the state of affairs

On 14 June 2018, the company expanded its content services strategy by entering into a conditional but binding Heads of Agreement (“HOA”) to acquire 100% of the shares of DynamicOdds Pty Ltd (“DynamicOdds”) including its brands, data and betting tools. The acquisition settled on 1 September 2018. The arrangement requires that $7,000,000 be paid to the vendor within 12 months of completion of the acquisition of assets. A final deal structure was announced on 29 August 2018 whereby the $7,000,000 consideration will consist of the $150,000 cash payment paid on 1 August 2018, $1,350,000 paid on 31 August 2018, $1,000,000 paid on 12 December 2018 and $4,500,000 to be paid on 30 June 2019.

Up to an additional $3,000,000 is payable to the vendor if the business achieves the following; if the EBIT for the Performance Period is equal to or greater than $1,250,000 but less than $1,500,000, the Performance Payment will be $1,500,000; or if the EBIT for the Performance Period is equal to or greater than $1,500,000, the Performance Payment will be $3,000,000. The company has the discretion to pay the Performance Payment in cash, via the issue of ordinary shares in the capital of the company or a combination of both.

On 18 July 2018, the group agreed terms to acquire 100% of the shares in leading global wagering service provider, Global Betting Services Pty Limited ('GBS'). The acquisition settled on 17 September 2018. A revised deal structure was announced on 30 January 2019, whereby total consideration of $7,000,000 will be paid, comprising the $1,000,000 paid up-front on completion on 17 September 2018, $2,100,000 paid on 31 January 2019 and $3,900,000 to be paid 30 June 2019.

Up to an additional $3,000,000 is payable to the vendor if the business achieves the following; if the EBIT of GBS during the Performance Period is equal to or more than $1,200,000 but less than $1,500,000, the Performance Payment will be $1,000,000; or if the EBIT of GBS during the Performance Period is equal to or more than $1,500,000, the Performance Payment will be $3,000,000. The company has the discretion to pay the Performance Payment in cash, via the issue of ordinary shares in the capital of the company or a combination of both.

On 20 July 2018, the company announced a non-renounceable Entitlements Offer for fully paid ordinary shares in TBH (new shares) to raise approximately $6,700,000. Under the accelerated Institutional Offer, TBH successfully raised approximately $1,036,952 from the issue of 12,961,897 shares at an issue price of 8 cents ($0.08) per share.

On 22 August 2018, the company completed the Entitlements Offer through a retail offering to existing shareholders and through a shortfall offering to both new and existing shareholders. TBH successfully raised approximately $3,435,005 from the issue of 42,937,564 shares at an issue price of 8 cents ($0.08) per share.

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Directors' report 31 December 2018

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There were no other significant changes in the state of affairs of the group during the financial half-year.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.

On behalf of the directors

_________ Nicholas Chan Chairman

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_________ Todd Buckingham Director

28 February 2019 Newcastle

THE BETMAKERS HOLDINGS LIMITED

Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001

I am pleased to provide the following declaration of independence to the directors of The Betmakers Holdings Limited.

As lead audit partner for the review of the financial statements of The Betmakers Holdings Limited for the half-year ended 31 December 2018, I declare that to the best of my knowledge and belief, there have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
(ii) any applicable code of professional conduct in relation to the review.

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PKF

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MARTIN MATTHEWS PARTNER

28 FEBRUARY 2019 NEWCASTLE, NSW

PKF(NS) Audit & Assurance Limited Partnership ABN 91 850 861 839

Liability limited by a scheme approved under Professional Standards Legislation

Sydney Level 8, 1 O’Connell Street Sydney NSW 2000 Australia GPO Box 5446 Sydney NSW 2001 p +61 2 8346 6000 f +61 2 8346 6099

Newcastle

755 Hunter Street Newcastle West NSW 2302 Australia PO Box 2368 Dangar NSW 2309 p +61 2 4962 2688 f +61 2 4962 3245

+61 2 4962 3245

PKF(NS) Audit & Assurance Limited Partnership is a member firm of the PKF International Limited family of legally independent firms and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms. For office locations visit www.pkf.com.au

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Statement of profit or loss and other comprehensive income For the half-year ended 31 December 2018

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Note Revenue from continuing operations Revenue Cost of sales Gross profit/(loss) Other income 4 Interest revenue calculated using the effective interest method Expenses Employee benefits expense Professional fees Marketing expenses Administration expenses IT expenses Occupancy expenses Depreciation and amortisation expense Impairment of receivables 7 Share-based payments expense Other expenses Finance costs Loss before income tax benefit from continuing operations Income tax benefit Loss after income tax benefit from continuing operations Loss after income tax expense from discontinued operations 5 Loss after income tax benefit for the half-year attributable to the owners of The BetMakers Holdings Limited Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year attributable to the owners of The BetMakers Holdings Limited Total comprehensive income for the half-year is attributable to: Continuing operations Discontinued operations	Consolidated 31/12/2018 31/12/2017 $ $ 2,780,059 1,080,947 (1,449,801) (1,429,409) 1,330,258 (348,462) 250,000 421,868 7,966 24,938 (1,779,190) (1,591,617) (547,452) (567,944) (84) (8,480) (434,534) (402,306) (575,951) (432,892) (84,707) (92,191) (194,046) (190,831) (202,562) - (37,664) (56,478) (103,429) (145,101) (17,021) (22,566) (2,388,416) (3,412,062) 602,040 1,675,543 (1,786,376) (1,736,519) - (3,340,309) (1,786,376) (5,076,828) - - (1,786,376) (5,076,828) (1,786,376) (5,076,828) - - (1,786,376) (5,076,828)
	1,330,258
	250,000 7,966 (1,779,190) (547,452) (84) (434,534) (575,951) (84,707) (194,046) (202,562) (37,664) (103,429) (17,021)
	(2,388,416) 602,040
	(1,786,376) -
	(1,786,376) -
	(1,786,376)
	(1,786,376) -
	(1,786,376)

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Statement of profit or loss and other comprehensive income For the half-year ended 31 December 2018

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		Consolidated	Consolidated
	Note	31/12/2018	31/12/2017
		$	$
		Cents	Cents
Earnings per share for loss from continuing operations attributable to the
owners of The BetMakers Holdings Limited
Basic earnings per share	18	(0.86)	(1.10)
Diluted earnings per share	18	(0.86)	(1.10)
Earnings per share for loss from discontinued operations attributable to the
owners of The BetMakers Holdings Limited
Basic earnings per share	18	-	(2.12)
Diluted earnings per share	18	-	(2.12)
Earnings per share for loss attributable to the owners of The BetMakers
Holdings Limited
Basic earnings per share	18	(0.86)	(3.22)
Diluted earnings per share	18	(0.86)	(3.22)

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Statement of financial position As at 31 December 2018

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Note Assets Current assets Cash and cash equivalents 6 Trade and other receivables 7 Income tax refund Prepayments Total current assets Non-current assets Property, plant and equipment 8 Intangibles 9 Deferred tax Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 10 Borrowings - loan to related parties 16 Employee benefits Other financial liabilities 11 Total current liabilities Non-current liabilities Employee benefits Total non-current liabilities Total liabilities Net assets Equity Issued capital 12 Reserves Accumulated losses Total equity	Consolidated 31/12/2018 30/06/2018 $ $ 301,059 1,456,766 4,019,391 5,407,432 84,839 - 157,167 105,746 4,562,456 6,969,944 216,990 306,037 21,502,228 3,235,774 6,059,944 5,410,379 27,779,162 8,952,190 32,341,618 15,922,134 1,178,318 2,777,862 503,945 - 234,210 322,915 15,000,000 - 16,916,473 3,100,777 98,276 89,302 98,276 89,302 17,014,749 3,190,079 15,326,869 12,732,055 36,827,892 32,484,366 853,677 1,449,763 (22,354,700) (21,202,074) 15,326,869 12,732,055
	4,562,456
	216,990 21,502,228 6,059,944
	27,779,162
	32,341,618
	1,178,318 503,945 234,210 15,000,000
	16,916,473
	98,276
	98,276
	17,014,749
	15,326,869
	36,827,892 853,677 (22,354,700)
	15,326,869

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

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Statement of changes in equity For the half-year ended 31 December 2018

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Issued capital $ 22,791,244 - -	Reserves $ 1,473,958 - -	Accumulated losses $ (15,225,534) (5,076,828) -
- 8,693,121 - -	- - 56,478 (16,250)	(5,076,828) - - -
31,484,365	1,514,186	(20,302,362)
Issued capital $ 32,484,366 - -	Reserves $ 1,449,763 - -	Accumulated losses $ (21,202,074) (1,786,376) -
- 4,343,526 - -	- - 37,664 (633,750)	(1,786,376) - - 633,750
36,827,892	853,677	(22,354,700)

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

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Statement of cash flows For the half-year ended 31 December 2018

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Note Cash flows from operating activities Receipts from customers - net Payments to suppliers and employees Interest received Interest and other finance costs paid Research and development tax rebate received Net cash used in operating activities Cash flows from investing activities Payment for purchase of business, net of cash acquired 17 Payments for property, plant and equipment Payments for intangibles Final payments for prior period's business acquisition Proceeds from disposal of business Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares 12 Share issue transaction costs Proceeds of loans from related parties Net cash from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial half-year Cash and cash equivalents at the end of the financial half-year	Consolidated 31/12/2018 31/12/2017 $ $ 2,621,381 11,038,182 (6,174,619) (17,597,055) 7,966 48,038 (13,076) (3,932) 774,028 1,667 (2,784,320) (6,513,100) (3,535,253) - - (49,161) - (500,000) (905,700) - 1,300,696 - (3,140,257) (549,161) 4,471,957 9,057,186 (203,087) (545,241) 500,000 - 4,768,870 8,511,945 (1,155,707) 1,449,684 1,456,766 3,267,188 301,059 4,716,872
	(2,784,320)
	(3,535,253) - - (905,700) 1,300,696
	(3,140,257)
	4,471,957 (203,087) 500,000
	4,768,870
	(1,155,707) 1,456,766
	301,059

The above statement of cash flows should be read in conjunction with the accompanying notes

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Notes to the financial statements 31 December 2018

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Note 1. General information

The financial statements cover The BetMakers Holdings Limited as a group consisting of The BetMakers Holdings Limited (the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the half-year (referred to in these financial statements as the 'group'). The financial statements are presented in Australian dollars, which is The BetMakers Holdings Limited's functional and presentation currency.

The BetMakers Holdings Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

22 Lambton Road Broadmeadow, NSW 2292

A description of the nature of the group'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 28 February 2019.

Note 2. Significant accounting policies

These general purpose financial statements for the interim half-year reporting period ended 31 December 2018 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.

These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2018 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except for the policies stated below.

Going concern and recoverability of intangible assets and deferred tax assets

During the period, the group incurred a net loss after tax of $1,786,376 (Dec 2017:$5,076,828) and net operating cash outflows of $2,784,320 (Dec 2017: $6,513,100). The half yearly report has been prepared on a going concern basis which contemplates the realisation of assets and extinguishment of liabilities in the ordinary course of business. The company has prepared cash flow forecasts as at 31 December 2018 to determine the appropriateness of the going concern assumption and the recoverability of the group’s intangibles and deferred tax assets.

The key assumptions underlying these forecasts are as follows:

Settlement of the obligations arising from the GBS and DynamicOdds acquisitions through the payment of cash, issuance of equity or a combination of both. To the extent these obligations will require cash settlement, the company will seek to raise capital of up to $9,000,000.
Full recovery of all outstanding receivable balances;
Continuation of existing Platforms, GBS and DynamicOdds business performance with modest growth achieved;
The successful expansion of the global racing content product; and
Increased Global Tote turnover from product expansion and on boarding of additional bookmakers.

The Directors are confident of achieving these assumptions. Should the above assumptions not be realised, the going concern basis may not be appropriate and the company may be unable to realise it’s assets (including the group’s intangibles and deferred tax assets) and discharge it’s liabilities in the normal course of business.

Business combinations

The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Notes to the financial statements 31 December 2018

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Note 2. Significant accounting policies (continued)

The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.

On the acquisition of a business, the group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the group's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.

The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer.

Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.

New or amended Accounting Standards and Interpretations adopted

The group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the group during the financial half-year ended 31 December 2018 and are not expected to have any significant impact for the full financial year ending 30 June 2019.

The following Accounting Standards and Interpretations are most relevant to the group:

AASB 9 Financial Instruments

The group has adopted AASB 9 from 1 July 2018. The standard introduced new classification and measurement models for financial assets. A financial asset shall be measured at amortised cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows which arise on specified dates and that are solely principal and interest. A debt investment shall be measured at fair value through other comprehensive income if it is held within a business model whose objective is to both hold assets in order to collect contractual cash flows which arise on specified dates that are solely principal and interest as well as selling the asset on the basis of its fair value. All other financial assets are classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading or contingent consideration recognised in a business combination) in other comprehensive income ('OCI'). Despite these requirements, a financial asset may be irrevocably designated as measured at fair value through profit or loss to reduce the effect of, or eliminate, an accounting mismatch. For financial liabilities designated at fair value through profit or loss, the standard requires the portion of the change in fair value that relates to the entity's own credit risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting requirements are intended to more closely align the accounting treatment with the risk management activities of the entity. New impairment requirements use an 'expected credit loss' ('ECL') model to recognise an allowance. Impairment is measured using a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. For receivables, a simplified approach to measuring expected credit losses using a lifetime expected loss allowance is available.

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Notes to the financial statements 31 December 2018

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Note 2. Significant accounting policies (continued)

AASB 15 Revenue from Contracts with Customers

The group has adopted AASB 15 from 1 July 2018. The standard provides a single comprehensive model for revenue recognition. The core principle of the standard is that an entity shall recognise revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard introduced a new contract-based revenue recognition model with a measurement approach that is based on an allocation of the transaction price. This is described further in the accounting policies below. Credit risk is presented separately as an expense rather than adjusted against revenue. Contracts with customers are presented in an entity's statement of financial position as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity's performance and the customer's payment. Customer acquisition costs and costs to fulfil a contract can, subject to certain criteria, be capitalised as an asset and amortised over the contract period.

Impact of adoption

AASB 9 and AASB 15 were adopted using the modified retrospective approach and as such comparatives have not been restated. The impact of adoption on opening retained profits as at 1 July 2018 was nil.

There has been no material impact on adoption of AASB 9 and AASB 15, other than the changes to disclosure as required by the standard.

Revenue recognition

Revenue from contracts with customers

Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially recognised as deferred revenue in the form of a separate refund liability.

Content services

Content services revenue is recognised in the profit or loss once the service has been rendered. The provision of content services includes the ongoing supply of data, information and wagering tools. Revenue is therefore recognised in-line with the delivery of services and based upon monthly contracted fees. Prepaid services are deferred and recognised as a liability in the statement of financial position until the service is rendered.

Wholesale wagering

Wholesale wagering revenue is recognised as the residual value after deducting the return to customers from their paid wagers. The amounts bet on an event are recognised as a liability in the statement of financial position until the outcome of the events is determined, at which time the revenue is brought to account in the statement of profit or loss and other comprehensive income.

Interest

Interest 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.

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Notes to the financial statements 31 December 2018

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Note 2. Significant accounting policies (continued)

Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.

The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

New Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the group for the interim reporting period ended 31 December 2018. The group's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below.

AASB 16 Leases

AASB 16 Leases will replace AASB 117 Leases and other related interpretations. The new lease standard will be effective from the annual reporting period commencing 1 July 2019. All leases should be recognised on the balance sheet at inception of the lease with the exception of short-term leases (less than 12 months) and leases of low-value assets. The lessee must recognise a right-of-use asset and a corresponding lease liability in the amount of the present value of the lease payments. Subsequent to this initial measurement, the right-of-use asset is depreciated over the lease term, whilst lease payments are separated into a principal and interest portion to wind up the lease liability over the lease term. Although depreciation on the right-of-use asset will be recorded on a straight-line basis, the total periodic expense (i.e., the sum of interest and depreciation expenses) will be generally higher in the early periods and lower in the later periods. As a constant interest rate is applied to the lease liability, interest expenses decrease as lease payments are made during the lease term and the lease liability decreases. This trend in the interest expense, combined with straight-line depreciation of the right-of-use asset, results in a front-loaded expense recognition pattern. The standard takes effect in the 2020 financial year.

If AASB 16 was implemented by the group as at 31 December 2018, the impact would be an increase in assets and corresponding increase in liabilities of $289,534. This represents the net present value of all estimated office and vehicle lease payments. Under the same lease assumptions, the group expects a lease expense of $137,058 in the year ending 30 June 2020 (comparatively, an expense of $143,948 would be expected under the current accounting methodologies being applied).

Note 3. Operating segments

Identification of reportable operating segments

The group operates in three segments being the content services, wholesale wagering and corporate. This is based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources. There is no aggregation of operating segments.

The information reported to the CODM is on at least a monthly basis. The financial information presented in these financial statements are the same as that presented to the CODM.

Types of products and services

The principal products and services of each of these operating segments are as follows: Content services The group provides customers a range of content services such as platforms, data, pricing tools, and racing content.

Wholesale wagering The group operates a wholesale B2B product, The Global Tote. The Global Tote combines wagering liquidity from bookmakers and is licensed in Alderney, UK. The Global Tote is a new breed tote system without restrictions on size of events and entrants meaning that in addition to racing products, The Global Tote can operate on major sporting events.

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Notes to the financial statements 31 December 2018

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Note 3. Operating segments (continued)

Change in structure of segments reported

On 30 June 2018, the group disposed of its subsidiary, TopBetta Pty Ltd ('TopBetta'), and the associated retails assets, TopBetta and Mad Bookie. As a consequence, the group no longer operates the Retail wagering and fantasy wagering segment which it had reported against in the previous annual and interim financial reports of the company. The comparative segment information disclosed below has been adjusted to eliminate results of the disposed segment so as to reflect the current operating segment structure of the group.

Operating segment information

Content services $ 29,706 -	Content services $ 1,794,676	Wholesale wagering $ 968,256	Corporate $ 17,127
	1,794,676	968,256	17,127
	754,468 - - 77 (5,200) - -	(805,118) (109,440) - 239 - - -	(2,144,439) (84,606) 250,000 7,650 (11,821) (202,562) (37,664)
	749,345	(914,319)	(2,223,442)
	18,991,020	1,972,787	11,377,811
	15,189,101	253,763	1,571,885
	Wholesale wagering $ 866,890 6,285,725	Corporate $ - -	Other segments $ - -
29,706	7,152,615	-	-
(14,603)	4,597,891	-	(2,118,938)

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Notes to the financial statements 31 December 2018

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Note 3. Operating segments (continued)

Reconciliation of profit/(loss) at 31 December 2017 Segment profit Discontinued operations: Gross profit Other income Total expenses Inter-segment expenses Loss before tax benefit and discontinued operations at 31 December 2017	2,464,350 2,050,828 1,085,396 (6,476,533) (2,536,103) (3,412,062)

Revenue by geographical area

AASB 15 was adopted using the modified retrospective approach and as such comparatives have not been provided for disaggregation of revenue.

Australia United Kingdom United States of America Total revenue	Consolidated 31/12/2018 31/12/2017 $ $ 2,594,205 - 137,236 - 48,618 - 2,780,059 -
	2,780,059

Revenue is recognised at the point the services are transferred.

Note 4. Other income

Research and development tax rebate Payroll tax rebate Other income	Consolidated 31/12/2018 31/12/2017 $ $ 250,000 402,504 - 19,364 250,000 421,868
	250,000

Note 5. Discontinued operations

Description

On 30 June 2018, the group completed the sale to PlayUp Australia Pty Limited ('PlayUp') of 100% of the shares in the company's wholly owned subsidiary, TopBetta Pty Ltd ('TopBetta'), and the associated retails assets, TopBetta and Mad Bookie. PlayUp took over the running of the TopBetta and Mad Bookie businesses from 1 July 2018.

The retail businesses, TopBetta and Mad Bookie were sold to PlayUp for consideration of $6,000,000 which resulted in a gain on sale of those businesses of $4,277,727 in the year ended 30 June 2018.

The non-current assets disposed of included client databases and client lists of both the TopBetta and Mad Bookie retail businesses, along with the trademarks for both brands. The sale did not include the sale of the proprietary technologies that these brands utilise.

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Notes to the financial statements 31 December 2018

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Note 5. Discontinued operations (continued)

Financial performance information

Consolidated

Revenue Cost of sales Total revenue Interest received Earn-out reversal Total other income Employee benefits expense Marketing expenses Administration expenses IT expenses Occupancy expenses Impairment of goodwill Other expenses Finance costs Total expenses Loss before income tax expense Income tax expense Loss after income tax expense from discontinued operations	31/12/2018 $ - -	31/12/2017 $ 9,037,923 (6,987,095) 2,050,828 3,736 1,081,660 1,085,396 (741,622) (3,821,095) (340,352) (396,580) 10,400 (1,081,660) (14,040) (91,584) (6,476,533) (3,340,309) - (3,340,309)
	-
	- -
	-
	- - - - - - - -
	-
	- -
	-

Cash flow information

Net cash used in operating activities Net cash used in investing activities Net decrease in cash and cash equivalents from discontinued operations Note 6. Current assets - cash and cash equivalents Cash on hand Cash at bank Cash on deposit	Consolidated 31/12/2018 31/12/2017 $ $ - (1,245,352) - (144,807) - (1,390,159) Consolidated 31/12/2018 30/06/2018 $ $ 203 203 200,856 1,356,563 100,000 100,000 301,059 1,456,766
	301,059

Note 6. Current assets - cash and cash equivalents

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Notes to the financial statements 31 December 2018

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Note 7. Current assets - trade and other receivables

Trade receivables Other receivables Research and development tax receivable Rental bonds Goods and services tax ('GST') receivable	Consolidated 31/12/2018 30/06/2018 $ $ 866,920 184,098 2,874,616 4,328,045 250,000 774,028 27,855 27,650 - 93,611 3,152,471 5,223,334 4,019,391 5,407,432
	2,874,616 250,000 27,855 -
	3,152,471
	4,019,391

Other receivables include an amount of $1,916,848 in relation to the sale of TopBetta, $569,102 employee share loan receivable and other receivables of $388,666.

The amount of $569,102 relates to an Employee Share Loan extended to select employees in March 2015 for the purpose of purchasing shares in OM Group Holdings (the parent entity prior to IPO). The loans are repayable upon receipt of dividends or sale of shares. The full loan amount is $771,664, although it has been impaired by $202,562 as at 31 December 2018 as the share price (at $0.05 per share) does not support full recovery of the loan should the employees sell their shares at this price.

Note 8. Non-current assets - property, plant and equipment

Leasehold improvements - at cost Less: Accumulated depreciation Plant and equipment - at cost Less: Accumulated depreciation Computer equipment - at cost Less: Accumulated depreciation Furniture and fittings - at cost Less: Accumulated depreciation	Consolidated 31/12/2018 30/06/2018 $ $ 144,724 144,724 (71,236) (56,766) 73,488 87,958 4,888 4,888 (1,805) (1,444) 3,083 3,444 348,263 348,263 (276,846) (218,187) 71,417 130,076 138,678 139,526 (69,676) (54,967) 69,002 84,559 216,990 306,037
	73,488
	4,888 (1,805)
	3,083
	348,263 (276,846)
	71,417
	138,678 (69,676)
	69,002
	216,990

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Notes to the financial statements 31 December 2018

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Note 8. Non-current assets - property, plant and equipment (continued)

Reconciliations

Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:

Consolidated Balance at 1 July 2018 Exchange differences Depreciation expense Balance at 31 December 2018	Leasehold improvements $ 87,958 - (14,470)	Plant and equipment $ 3,444 - (361)	Computer equipment $ 130,076 - (58,659)	Furniture and fittings $ 84,559 (774) (14,783)	Total $ 306,037 (774) (88,273) 216,990
	73,488	3,083	71,417	69,002

Note 9. Non-current assets - intangibles

Goodwill - at cost Less: Impairment Intellectual property - at cost Less: Accumulated amortisation	Consolidated 31/12/2018 30/06/2018 $ $ 22,125,481 3,753,254 (1,802,453) (1,802,453) 20,323,028 1,950,801 1,510,315 1,510,315 (331,115) (225,342) 1,179,200 1,284,973 21,502,228 3,235,774
	20,323,028
	1,510,315 (331,115)
	1,179,200
	21,502,228

Reconciliations

Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:

Consolidated Balance at 1 July 2018 Additions through business combinations (note 17) Amortisation expense Balance at 31 December 2018	Goodwill $ 1,950,801 18,372,227 -	Intellectual property $ 1,284,973 - (105,773)	Total $ 3,235,774 18,372,227 (105,773) 21,502,228
	20,323,028	1,179,200

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Notes to the financial statements 31 December 2018

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Note 10. Current liabilities - trade and other payables

Trade payables Accrued expenses Consideration for business Goods and services tax ('GST') payable Other payables	Consolidated 31/12/2018 30/06/2018 $ $ 569,035 1,568,292 242,052 62,699 - 905,700 150,166 - 217,065 241,171 1,178,318 2,777,862
	1,178,318

The consideration for business at 30 June 2018, represents the obligation to pay consideration for Madbookie business acquired in May 2017.

Note 11. Current liabilities - other financial liabilities

Deferred consideration Earn-out provision	Consolidated 31/12/2018 30/06/2018 $ $ 10,500,000 - 4,500,000 - 15,000,000 -
	15,000,000

Deferred consideration

The provision represents the obligation to pay contingent consideration following the acquisition of a business or assets. It is measured at the present value of the estimated liability. Refer to note 17 for further detail.

Earn-out provision

The Earn-out provision at 31 December 2018 relates to the Performance Payments attached to the DynamicOdds and Global Betting Services transactions. Refer to note 17 for further detail.

Note 12. Equity - issued capital

31/12/2018 Shares Ordinary shares - fully paid 224,105,390 Movements in ordinary share capital Details Date Balance 1 July 2018 Shares issued 1 August 2018 Shares issued 22 August 2018 Shares issued 3 September 2018 Shares issued 10 September 2018 Transaction costs Deferred tax credit recognised directly in equity Balance 31 December 2018	31/12/2018 Shares 224,105,390		Consolidated 30/06/2018 31/12/2018 Shares $ 168,205,929 36,827,892	Consolidated 30/06/2018 31/12/2018 Shares $ 168,205,929 36,827,892	30/06/2018 $ 32,484,366 $ 32,484,366 1,036,952 435,005 2,379,000 621,000 (203,087) 74,656 36,827,892
			Shares 168,205,929 12,961,897 5,437,564 29,737,500 7,762,500 - -	$0.08 $0.08 $0.08 $0.08 $0.00 $0.00
			224,105,390

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Notes to the financial statements 31 December 2018

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Note 13. Equity - dividends

There were no dividends paid, recommended or declared during the current or previous financial half-year.

Note 14. Fair value measurement

Fair value hierarchy

The following tables detail the group's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3: Unobservable inputs for the asset or liability

Level 1 $ - -	Level 2 $ - -	Level 3 $ 10,500,000 4,500,000
-	-	15,000,000
Level 1 $ -	Level 2 $ -	Level 3 $ 905,700
-	-	905,700

There were no transfers between levels during the financial half-year.

The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature.

The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.

Note 15. Contingent liabilities

Two of the shareholders (“Plaintiffs”) of Punters Show Pty Ltd (“Punters Show”) have commenced proceedings against the BetMakers and others (“Defendants”) alleging that the Defendants effected the diversion or transfer of the business, intellectual property and revenue of the Punters Shows to the Defendants without the knowledge or consent of the Plaintiffs (“Proceedings”). The Proceedings are currently before the Supreme Court of New South Wales.

The Plaintiffs are currently self-represented. To date, the Court has awarded several costs orders to the Defendant in respect of their costs associated with the Proceedings. Such costs will be assessed and awarded to the Defendants at the conclusion of the Proceedings.

The group disputes the Plaintiffs’ claims in full and will be fully defending the proceedings. However, if the Plaintiffs’ claim is successful, the Board expects it to have a material financial impact.

The group had no contingent liabilities as at 30 June 2018.

Note 16. Related party transactions

Parent entity

The BetMakers Holdings Limited is the parent entity.

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Notes to the financial statements 31 December 2018

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Note 16. Related party transactions (continued)

Transactions with related parties

The following transactions occurred with related parties:

	Consolidated	Consolidated
	31/12/2018	31/12/2017
	$	$
Payment for other expenses:
Consulting fees paid to Ferghana Capital Pty Ltd ('Ferghana') (a company controlled by
director, Matthew Cain)	-	60,000
Consulting fees paid to Media Solutions Company Pty Ltd ('SDMSC') (a company controlled
by director Simon Dulhunty)	-	60,000

Receivable from and payable to related parties

There were no trade receivables from or trade payables to related parties at the current and previous reporting date.

Loans to/from related parties

The following balances are outstanding at the reporting date in relation to loans with related parties:

	Consolidated	Consolidated
	31/12/2018	30/06/2018
	$	$
Current receivables:
Loan to key management personnel *	251,430	340,922
Current borrowings:
Loan from key management personnel **	503,945	-

As detailed in note 7, the group issued Employee Share Loans in March 2015. Those loans are repayable upon payment of a dividend or upon share sale. As at 31 December 2018, $251,430 of share loans related to Related Parties (i.e. Key management Personnel).
** On 7 December 2018, Christopher Begg (a director of group subsidiary C.D.K Software) extended a loan of $500,000 to The BetMakers Holdings Limited. The loan is repayable by 30 June 2019 and incurs an interest charge of 12% per annum.

Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates.

Note 17. Business combinations

DynamicOdds

On 1 September 2018, the group acquired 100% of the ordinary shares of DynamicOdds for the total consideration of $7,000,000, plus a potential Performance Payment as detailed below. DynamicOdds is a provider of wagering data and forms part of the group’s Content Services divisions. The goodwill recognised as at 31 December 2018 of $8,507,423 represents the consideration plus Performance Payment provision less Net Assets acquired. It does not reflect the full value of the DynamicOdds IP. It is the intention of the company to undertake a valuation review of the DynamicOdds' IP prior to 30 June 2019 in order to accurately reflect the company’s intangible assets and Goodwill. The acquired business contributed revenues of $625,471 and profit before tax of $382,989 to the group for the period from 1 September 2018 to 31 December 2018. If the acquisition occurred on 1 July 2018, the full period contribution would have been revenues of $819,780 and profit before tax of $513,790. The values identified in relation to the acquisition of DynamicOdds are provisional as at 31 December 2018.

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Notes to the financial statements 31 December 2018

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Note 17. Business combinations (continued)

Global Betting Services

On 17 September 2018, the group acquired 100% of the ordinary shares of Global Betting Services for the total consideration of $7,000,000, plus a potential Performance Payment as detailed below. Global Betting Services is a leading wagering service provider and forms part of the group’s Content Services division. The goodwill of $9,864,804 represents the consideration plus Performance Payment provision less the Net Assets acquired. It does not reflect the full value of Global Betting Services IP. It is the intention of the company to undertake a valuation review of the Global Betting Services’ IP prior to 30 June 2019 in order to accurately reflect the company’s intangible assets and Goodwill. The acquired business contributed revenues of $842,369 and profit before tax of $558,187 to the group for the period from 17 September 2018 to 31 December 2018. If the acquisition occurred on 1 July 2018, the full period contribution would have been revenues of $1,314,577 and profit before tax of $533,188. The values identified in relation to the acquisition of Global Betting Services are provisional as at 31 December 2018.

Details of the acquisition are as follows:

Cash and cash equivalents Income tax refund due GST receivable Other current assets Trade payables GST payable Superannuation payable Bank overdraft Net assets/(liabilities) acquired Goodwill Acquisition-date fair value of the total consideration transferred Representing: Consideration paid or payable to vendor Cash used to acquire business, net of cash acquired: Acquisition-date fair value of the total consideration transferred Add: bank overdraft Less: cash and cash equivalents Less: deferred consideration Less: earn-out provision Net cash used	DynamicOdds Fair value $ 1,680 - 742 - (9,845) - - -	Global Betting Services Fair value $ - 64,839 - 329,155 (104,561) (99,780) (17,524) (36,933)	Total Fair value $ 1,680 64,839 742 329,155 (114,406) (99,780) (17,524) (36,933) 127,773 18,372,227 18,500,000 18,500,000 18,500,000 36,933 (1,680) (10,500,000) (4,500,000) 3,535,253
	(7,423) 8,507,423	135,196 9,864,804
	8,500,000	10,000,000
	8,500,000	10,000,000
	8,500,000 - (1,680) (4,500,000) (1,500,000)	10,000,000 36,933 - (6,000,000) (3,000,000)
	2,498,320	1,036,933

The fair value of intangibles acquired are provisional pending receipt of the final valuation of the assets acquired.

As at 31 December 2018, the group paid $3,500,000 for the 2 acquisitions hence the deferred consideration at half-year end of $10,500,000. The consideration payment of $7,000,000 for each company was structured over 3 payments from September 2018 to June 2019.

As announced on 29 August 2018, the consideration for the acquisition of DynamicOdds and Global Betting Solutions contains a Performance Payment which is contingent upon the Earnings Before Interest and Tax ('EBIT') performance of both entities. The key terms are summarised below:

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Notes to the financial statements 31 December 2018

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Note 17. Business combinations (continued)

For Global Betting Services ("GBS");

if the EBIT of GBS for the period 18 September 2018 to 17 September 2019 ('Performance Period') is less than $1,200,000, the Performance Payment will be nil;
if the EBIT of GBS during the Performance Period is equal to or more than $1,200,000 but less than $1,500,000, the Performance Payment will be $1,000,000; or
if the EBIT of GBS during the Performance Period is equal to or more than $1,500,000, the Performance Payment will be $3,000,000.

The Performance Payment is due on or before 31 October 2019.

For DynamicOdds ('DO');

if the EBIT of DO for the period 1 September 2018 to 31 August 2019 ('Performance Period') is less than $1,250,000, the Performance Payment will be nil;
if the EBIT of DO during the Performance Period is equal to or more than $1,250,000 but less than $1,500,000, the Performance Payment will be $1,500,000; or
if the EBIT of DO during the Performance Period is equal to or more than $1,500,000, the Performance Payment will be $3,000,000.

The Performance Payment is due on or before 31 October 2019.

The company has the discretion to pay the Performance Payments in cash, via the issue of ordinary shares in the capital of TBH or a combination of both.

As at 31 December 2018, it is probable that a Performance Payment will be payable in relation to both acquisitions GBS and DO. As such, an estimated earn-out provision of $4,500,000 has been booked.

Note 18. Earnings per share

Earnings per share for loss from continuing operations
Loss after income tax attributable to the owners of The BetMakers Holdings Limited

Weighted average number of ordinary shares used in calculating basic earnings per share
from continuing operations
Weighted average number of ordinary shares used in calculating diluted earnings per share
from continuing operations

Basic earnings per share
Diluted earnings per share

Earnings per share for loss from discontinued operations
Loss after income tax attributable to the owners of The BetMakers Holdings Limited

Consolidated
31/12/2018 31/12/2017
$
$
(1,786,376)
(1,736,519)
Number
Number
207,046,099
157,575,988
207,046,099
157,575,988
Cents
Cents
(0.86)
(1.10)
(0.86)
(1.10)
Consolidated
31/12/2018 31/12/2017
$
$
-
(3,340,309)

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Notes to the financial statements 31 December 2018

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Note 18. Earnings per share (continued)

Weighted average number of ordinary shares used in calculating basic earnings per share from discontinued operations Weighted average number of ordinary shares used in calculating diluted earnings per share from discontinued operations Basic earnings per share Diluted earnings per share Earnings per share for loss Loss after income tax attributable to the owners of The BetMakers Holdings Limited Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share Basic earnings per share Diluted earnings per share	Number 207,046,099
	207,046,099
	Number 207,046,099
	207,046,099
	Cents (0.86) (0.86)

29,621,681 options over ordinary shares are not included in the calculation of diluted earnings per share because they are antidilutive for the half-year ended 31 December 2018. These options could potentially dilute basic earnings per share in the future.

Note 19. Events after the reporting period

On 25 January 2019, the group received the final payment from PlayUp Australia Pty Limited for the purchase of TopBetta Pty Ltd and associated brands, including TopBetta and Mad Bookie. The group has now received $6,000,000 from the sale of the assets.

On 29 January 2019, the group paid the second instalment of $2,100,000 for the acquisition of Global Betting Services. The payment of $2,500,000 due on 31 January 2019 was renegotiated between the parties and $400,000 was moved into the final payment date of 30 June 2019, leaving a final payment of $3,900,000.

No other matter or circumstance has arisen since 31 December 2018 that has significantly affected, or may significantly affect the group's operations, the results of those operations, or the group's state of affairs in future financial years.

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Directors' declaration 31 December 2018

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In the directors' opinion:

the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes give a true and fair view of the group's financial position as at 31 December 2018 and of its performance for the financial half-year ended on that date; and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.

On behalf of the directors

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_____ _______ Nicholas Chan Todd Buckingham Chairman Director

28 February 2019 Newcastle

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PKF(NS) Audit & Assurance Limited Partnership ABN 91 850 861 839

Liability limited by a scheme approved under Professional Standards Legislation

Sydney Newcastle Level 8, 1 O’Connell Street 755 Hunter Street Sydney NSW 2000 Australia Newcastle West NSW 2302 Australia GPO Box 5446 Sydney NSW 2001 PO Box 2368 Dangar NSW 2309 p +61 2 8346 6000 p +61 2 4962 2688 f +61 2 8346 6099 f +61 2 4962 3245

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BETMAKERS TECHNOLOGY GROUP LTD — Interim / Quarterly Report 2019

64512_rns_2019-02-27_70115375-bcbf-4852-8bd3-c7f12fc91135.pdf

1. Company details

2. Results for announcement to the market

Dividends

Comments

3. Net tangible assets

4. Control gained over entities

5. Loss of control over entities

6. Details of associates and joint venture entities

7. Foreign entities

8. Audit qualification or review

Details of audit/review dispute or qualification (if any):

9. Attachments

Details of attachments (if any):

10. Signed

Directors

Principal activities

Review of operations

Significant changes in the state of affairs

Auditor's independence declaration

THE BETMAKERS HOLDINGS LIMITED

The BetMakers Holdings Limited (Formerly known as TopBetta Holdings Limited) Statement of changes in equity For the half-year ended 31 December 2018

Note 1. General information

Note 2. Significant accounting policies

Going concern and recoverability of intangible assets and deferred tax assets

Business combinations

Note 2. Significant accounting policies (continued)

New or amended Accounting Standards and Interpretations adopted

AASB 9 Financial Instruments

Note 2. Significant accounting policies (continued)

AASB 15 Revenue from Contracts with Customers

Impact of adoption

Revenue recognition

Revenue from contracts with customers

Content services

Wholesale wagering

Interest

Note 2. Significant accounting policies (continued)

Trade and other receivables

New Accounting Standards and Interpretations not yet mandatory or early adopted

AASB 16 Leases

Note 3. Operating segments

Identification of reportable operating segments

Types of products and services

Note 3. Operating segments (continued)

Change in structure of segments reported

Operating segment information

Note 3. Operating segments (continued)

Revenue by geographical area

Note 4. Other income

Note 5. Discontinued operations

Description

Note 5. Discontinued operations (continued)

Financial performance information

Consolidated

Cash flow information

Note 6. Current assets - cash and cash equivalents

Note 7. Current assets - trade and other receivables

Note 8. Non-current assets - property, plant and equipment

Note 8. Non-current assets - property, plant and equipment (continued)

Reconciliations

Note 9. Non-current assets - intangibles

Reconciliations

Note 10. Current liabilities - trade and other payables

Note 11. Current liabilities - other financial liabilities

Deferred consideration

Earn-out provision

Note 12. Equity - issued capital

Note 13. Equity - dividends

Note 14. Fair value measurement

Fair value hierarchy

Note 15. Contingent liabilities

Note 16. Related party transactions

Note 16. Related party transactions (continued)

Transactions with related parties

Receivable from and payable to related parties

Loans to/from related parties

Terms and conditions

BETMAKERS TECHNOLOGY GROUP LTD Interim / Quarterly Report 2019

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