STREAMPLAY STUDIO LIMITED — AGM Information 2019

Oct 29, 2019

EMERGE GAMING LIMITED ACN 004 766 376 NOTICE OF ANNUAL GENERAL MEETING

TIME : 1:00pm (WST) DATE : 29 November 2019 PLACE : Suite 1, 437 Roberts Road, Subiaco WA 6008

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6380 2555.

C O N TE N T S

Business of	the Meeting	(setting out	the
proposed Resolutions)			3
Explanatory	Statement	(explaining	the
proposed Resolutions)			4
Glossary			15
Schedule A			16
Schedule B			17
Proxy Form		Enclosed

Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

I MP O RT A N T I NF O RMA T I O N

Proxy vote if appointment specifies way to vote

Time and place of Meeting

Notice is given that the Meeting will be held at 1:00pm (WST) on 29 November 2019 at:

Suite 1, 437 Roberts Road, Subiaco WA 6008

Your vote is important

The business of the Meeting affects your shareholding and your vote is important.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 1:00pm (WST) on 27 November 2019.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and

• if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• ➢ the proxy is not recorded as attending the meeting; or

• ➢ the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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B U S I N E S S O F T H E M EE T I N G

A G E N D A

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Annual Report of the Company for the financial year ended 30 June 2019, together with the Directors’ Declaration, the Directors’ Report, the Remuneration Report and the Independent Auditor’s Report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2019.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: the proxy is either a member of the Key Management Personnel or a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if: the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – MR BERT MONDELLO

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 14.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Bert Mondello, who retires and being eligible, offers himself for election as a Director.”

4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR PHILIP RE

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 14.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Philip Re, who retires and being eligible, offers himself for election as a Director.”

5. RESOLUTION 4 – AMENDMENT TO CONSTITUTION

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

"That for the purposes of section 136(2) of the Corporations Act, the Constitution of the Company be modified by making the amendment contained in the Explanatory Statement, with effect from 1 December 2019."

6. RESOLUTION 5 – RATIFICATION OF ISSUE OF PLACEMENT SECURITIES – LR 7.1

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,240,642 Shares and 30,000,000 Listed Options under Listing Rule 7.1 to sophisticated investors on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue, or any associates of such a person. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

7. RESOLUTION 6 – RATIFICATION OF ISSUE OF PLACEMENT SECURITIES – LR 7.1A

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 58,759,358 Shares under Listing Rule 7.1A to sophisticated investors on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue, or any associates of such a person. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

8. RESOLUTION 7 – RATIFICATION OF ISSUE OF SHARES TO GLOBAL ATLANTIC (PTY) LTD

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That pursuant to ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 8,000,000 Shares to Global Atlantic (Pty) Ltd (and/or their nominees) on the terms and conditions set out in the Explanatory Statement be ratified.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: Global Atlantic (Pty) Ltd or its nominee; or any associates of that entity. However, the entity need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

9. RESOLUTION 8 – RATIFICATION OF ISSUE OF SHARES TO MMR CORPORATE PTY LTD

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

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“That pursuant to ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,000,000 Shares to MMR Corporate Services Pty Ltd (and/or their nominees) on the terms and conditions set out in the Explanatory Statement be ratified.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of MMR Corporate Pty Ltd or its nominee; or any associates of that entity. However, the entity need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

10. RESOLUTION 9 – RATIFICATION OF ISSUE OF OPTIONS TO EVOLUTION CAPITAL ADVISORS PTY LTD

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 10,000,000 Listed Options under Listing Rule 7.1 to advisor Evolution Capital Advisors Pty Ltd.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: Evolution Capital Advisors Pty Ltd or its nominee; or any associates of that entity. However, the entity need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

11. RESOLUTION 10 – GRANT OF SHARES TO MR FIRDHOSE COOVADIA

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act and Listing Rule 10.11, and for all other purposes, approval is given for the Company to grant 1,500,000 Shares to Mr Firdhose Coovadia (and/or his nominees), on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: Mr Firdhose Coovadia (and/or his nominees), a person, (or persons) who is expected receive the Shares in relation to the Company (each, an Excluded Person); or an associate of that person (or those persons) who is expected receive the Shares in relation to the Company. However, the entity need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

12. RESOLUTION 11 – APPROVAL OF ISSUE OF ADVISOR OPTIONS TO TORG ADVISORS PTY LTD

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of 5,020,008 Options to Torg Advisors Pty Ltd (or their nominee), on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: Torg Advisors Pty Ltd or its nominee; otherwise, a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity; or any associates of that entity. However, the entity need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

13. RESOLUTION 12 – APPROVAL OF 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), or any associates of such person. However, the entity need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Dated: 29 October 2019

By order of the Board

Bert Mondello Chairman

Voting Prohibition: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: the proxy is either a member of the Key Management Personnel or a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if: the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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E X P L A N A T O RY S T A TE M E N T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2019, together with the Directors’ Declaration, the Directors’ report, the Remuneration Report and the Independent Auditor’s Report.

The Company will not provide a hard copy of the Company’s Annual Financial Report to Shareholders unless specifically requested to do so. The Company’s Annual Financial Report is available at the registered office of the Company.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election / re-election as directors is approved, will be the directors of the Company.

2.3 Previous voting results

At the Company’s previous Annual General Meeting the votes cast against the Remuneration Report considered at that Annual General Meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

Proxy	Directed	Undirected
KeyManagement Personnel1	Voted	Not voted3
Chair2	Voted	Voted at discretion of Proxy4
Other	Voted	Voted at discretion of Proxy

Notes:

1 Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.

2 Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member).

3 Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

4 The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

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3. RESOLUTION 2 AND 3 – ELECTION OF DIRECTORS – MR BERT MONDELLO AND MR PHILIP RE 3.1 General

Listing Rule 14.4 provides that a director appointed to fill a casual vacancy, or as an addition to the board, must not hold office (without re-election) past the next annual general meeting of the entity.

Similarly, clause 14.4 of the Constitution requires directors appointed to office by the Board to retire at the next annual general meeting and being eligible, they may be re-elected at that meeting.

Mr Bert Mondello was appointed to the Board on 16 April 2018 and Mr Philip Re was appointed on 21 June 2017. Accordingly, Mr Bert Mondello and Mr Philip Re will retire and, being eligible, will seek election.

The Board (excluding each Director to which the resolution directly relates) recommends that Shareholders vote in favour of ordinary Resolutions 2 and 3. The Chair intends to exercise all available proxies in favour of these resolutions.

3.2 Mr Bert Mondello

Mr Mondello has more than 20 years' experience across both the private and public sectors. An as Executive, Mr Mondello has substantial capital markets experience and knowledge of equity markets having participated in company restructures, IPOs, RTOs, investor placements and seed raisings. With experience spanning the retail and institutional sectors and extensive knowledge of marketing communications and investor relations, Mr Mondello has provided strategic corporate advice to a number of organisations across multiple industries. Across his career, Mr Mondello has been pivotal in challenging the status quo with innovation in new technologies across a myriad of products and offerings. Mr Mondello is currently also Non-Executive Chairman of ServTech Global Holdings Limited and NonExecutive Director of WestStar Industrial Limited and ZipTel Limited and holds a Bachelor of Laws from The University of Notre Dame, Australia.

Mr Mondello does not expect that his other business activities will interfere with his ability to act as a NonExecutive Director of the Company.

3.3 Mr Philip Re

Mr Re has been a Director for a number of publicly listed and unlisted companies involving transactions in property development and investment, technology, education, mining exploration and production, and the renewable energy industry. He has been directly involved in Raising Capital, Merger & Acquisitions, Initial Public Offers and Reverse Takeovers for various ASX listed companies and unlisted property syndicates over many years.

Mr Re does not expect that his other business activities will interfere with his ability to act as a NonExecutive Director of the Company.

4. RESOLUTION 4 – AMENDMENT TO CONSTITUTION

4.1 General

The Company is currently governed by its existing Constitution which it has had in place since September 2015. Under section 136(2) of the Corporations Act, a company can modify its constitution or a provision of its constitution by special resolution. Accordingly, the Company seeks Shareholder approval to amend its Constitution by a special resolution of shareholders as set out below.

A copy of the amended constitution will be sent to Shareholders on request and will also be available for inspection at the office of the Company during normal business hours prior to the Meeting.

4.2 Background

Changes to the Listing Rules will commence on 1 December 2019 which will require a listed entity’s constitution to contain certain provisions regarding Restricted Securities if the entity has any Restricted Securities on issue. Although the Company does not presently have any Restricted Securities on issue and does not have any present intentions to undertake a transaction which would result in the issue of Restricted Securities, the Board considers it prudent to take this opportunity to update the Constitution to ensure it complies with these new requirements.

With effect from 1 December 2019, ASX intends to apply a two-tier escrow regime where ASX can require certain more significant holders of Restricted Securities and their controllers to execute a formal escrow agreement in the form of Appendix 9A of the Listing Rules, as is currently the case. However, for less significant holdings, ASX will instead permit entities to rely on a provision in their constitution imposing appropriate escrow restrictions on the holders of restricted securities and to simply give a notice to the holders of Restricted Securities in the form to be set out in an appendix to the Listing Rules, advising them of those restrictions.

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To facilitate the operation of the new two-tier escrow regime, certain changes are required to the customary provisions of constitutions of ASX-listed entities regarding Restricted Securities.

4.3 Proposed Amendment

Constitution currently provides as follows:

2.12 Restricted Securities

The Company shall comply in all respects with the requirements of the Listing Rules with respect to Restricted Securities. Without limiting the generality of the above:

(a) Restricted Securities cannot be disposed of during the escrow period except as permitted by the Listing Rules or the ASX;

(b) the Company will refuse to acknowledge a disposal (including registering a transfer), assignment or transfer of Restricted Securities during the escrow period except as permitted by the Listing Rules or the ASX; and

(c) during a breach of the Listing Rules relating to Restricted Securities or a breach of a restriction agreement the holder of the Restricted Securities is not entitled to any dividend or distribution, or voting rights, in respect of the Restricted Securities.

By Resolution 4, the Company seeks Shareholder approval to delete the above clause of the Constitution and replace them with a new clause, Clause 2.12:

Clause 2.12 Restricted Securities

While the Company is on the official list of ASX, the Company must recognise and comply with the Listing Rules with respect to Restricted Securities.

Without limiting the obligation to comply with the Listing Rules:

(a) a holder of Restricted Securities must not Dispose of, or agree or offer to Dispose of, the Restricted Securities during the escrow period applicable to those Restricted Securities except as permitted by the Listing Rules or ASX;

(b) if the Restricted Securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept on the Company’s issuer sponsored sub-register and are to have a holding lock applied for the duration of the escrow period applicable to those securities;

(c) the Company will refuse to acknowledge any Disposal (including, without limitation, to register any transfer), of Restricted Securities during the escrow period except as permitted by the Listing Rules or the ASX;

(d) a holder of Restricted Securities will not be entitled to participate in any return of capital on those Restricted Securities during the escrow period applicable to those Restricted Securities except as permitted by the Listing Rules or ASX; and

(e) if a holder of Restricted Securities breaches a Restriction Deed or a provision of this Constitution restricting a Disposal of those Restricted Securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those Restricted Securities for so long as the breach continues.

For the purposes of this clause 2.12, Dispose has the meaning given to it in the Listing Rules and Disposal has the corresponding meaning.’

5. RESOLUTIONS 5 & 6 – RATIFICATION OF ISSUE OF PLACEMENT SECURITIES

5.1 General

As announced on 27 March 2019, the Company undertook a placement (Placement) to sophisticated and professional investors at an issue price of $0.03 per Share to raise up to $1,800,000 (before expenses). In addition, investors who subscribed under the Placement also received one (1) free attaching EM1O listed option for every two (2) Placement shares issued. The EM1O options are exercisable at $0.02 on or before 18 April 2021 (Listed Options).

The Company issued a total of 60,000,000 Shares and 30,000,000 Listed Options under the Placement. The Securities were issued under the Company’s Listing Rule 7.1 and 7.1A capacity.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 1,240,642 Shares and 30,000,000 Listed Options issued under Listing Rule 7.1 and Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 58,759,358 Shares issued under Listing Rule 7.1A.

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5.2 Resolution 5 – ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

5.3 Resolution 6 – ASX Listing Rule 7.1A

ASX Listing Rule 7.1A provides that a company may seek Shareholder approval at its annual general meeting to allow it to issue additional quoted securities up to 10% of its issued capital, provided that it is an eligible entity (Eligible Entity). An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• a) is not included in the S&P/ASX 300 Index; and

• b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

At the time approval was obtained (the Company’s AGM of 29 November 2018), the Company was an Eligible Entity as it was not included in the S&P/ASX 300 Index and had a market capitalisation of less than $300 million.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1 and 7.1A. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 or 7.1A (and provided that the previous issue did not breach ASX Listing Rule 7.1 or 7.1A) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1 and 7.1A.

By ratifying the prior issue of the Shares under the Placement via Resolutions 5 and 6, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 and up to the 10% annual placement capacity set out in ASX in ASX Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

5.4 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of Shares the subject of Resolutions 5 & 6:

• (a) 60,000,000 Shares were issued on the following basis:

• (i) 1,240,642 Shares and 30,000,000 Listed Options under Listing Rule 7.1 (for approval under Resolution 5); and

• (ii) 58,759,358 Shares under Listing Rule 7.1A (for approval under Resolution 6)

• (b) The 60,000,000 Shares were all issued at an issue price of $0.03 each to raise $1,800,000 (before expenses) and the Listed Options were issued for nil cash consideration on a 1 for 2 free-attaching basis for each Share applied for under the Placement;

• (c) The Shares were all fully paid ordinary shares in the capital of the Company, issued on the same terms and conditions as the Company’s existing Shares; The Listed Options were issued on the terms and conditions set out in Schedule A;

• (d) The Shares and Listed Options were issued to investors who were eligible to be made offers without disclosure under an exemption under section 708 of the Corporations Act, none of whom are related parties of the Company. The investors were introduced by the Company’s advisor Evolution Capital Advisors Pty Ltd, they were determined because of their interest and are new and existing shareholders;

• (e) The funds raised from the issue were applied to offer expenses, further development of the ArcadeX platform, director and contractor salaries; and corporate overheads e.g. ASX, audit, tax consulting.

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6. RESOLUTIONS 7 & 8 – RATIFICATION OF ISSUE OF SHARES TO CONSULTANTS

6.1 General

On 2 April 2019 the Company advised it had issued 8,000,000 Shares at a deemed issue price of $0.03 per Share in lieu of fees to unrelated consultants Global Atlantic (Pty) Ltd and MMR Corporate Pty Ltd (or their respective nominees) for capital raising, investor relations and corporate advisory services provided.

A summary of ASX Listing Rule 7.1 is set out in section 5.2 above.

The Company confirms that the issue of the Shares which are the subject of Resolutions 7 & 8 did not breach ASX Listing Rule 7.1.

6.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of Shares the subject of Resolutions 7 & 8:

• (a) 8,000,000 Shares were issued on the following basis with 6,000,000 Shares to Global Atlantic (Pty) Ltd (or their respective nominees) – for approval under Resolution 7, and

• 2,000,000 Shares to MMR Corporate Pty Ltd (or their respective nominees) – for approval under Resolution 8;

• (b) the Shares were issued at a deemed issue price of $0.03 each being the same price as the Placement which was completed contemporaneously with these issues;

• (c) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were issued to Global Atlantic (Pty) Ltd and MMR Corporate Pty Ltd (or their respective nominees. The allottees were not a related party of the Company or an associate of a related party of the Company;

• (e) no funds were raised from the issue as the Shares were issued in part consideration for capital raising, investor relations and corporate advisory services provided to the Company.

7. RESOLUTION 9 – RATIFICATION OF ISSUE OF OPTIONS TO EVOLUTION CAPITAL ADVISORS PTY LTD

7.1 General

On 2 April 2019 the Company advised it had issued 10,000,000 Listed Options at a deemed issue price of $0.014 per Listed Option as part consideration for Lead Manager services provided by Evolution Capital Advisors Pty Ltd in relation to the Placement outlined in Section 5.1 to raise $1.8 million (before costs).

A summary of ASX Listing Rule 7.1 is set out in section 5.2 above.

The Company confirms that the issue of the Shares which are the subject of Resolution 9 did not breach ASX Listing Rule 7.1.

7.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of Shares the subject of Resolution 9:

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• (a) 10,000,000 Listed Options were issued;

• (b) the Listed Options were issued at a deemed issue price of $0.014 each being the market price on the date of issue;

• (c) The Listed Options were issued on the terms and conditions set out in Schedule A;

• (d) the Listed Options were issued to Evolution Capital Advisors Pty Ltd (or their respective nominees. The allottees were not a related party of the Company or an associate of a related party of the Company;

• (e) no funds were raised from the issue of Listed Options as they were issued in part consideration for capital raising, investor relations and corporate advisory services provided to the Company.

8. RESOLUTION 10 – GRANT OF SHARES TO MR FIRDHOSE COOVADIA

8.1 General

On 25 October 2018, Mr Firdhose Coovadia was elected to the Board. In consideration for Mr Coovadia’s service on the Board and subject to obtaining Shareholder approval, the Board approved the grant to Mr Coovadia (or his respective nominee) of 1,500,000 Shares.

8.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s Shareholders in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

This issue of Shares constitutes giving a financial benefit and Mr Coovadia is a related party of the Company by virtue of being a Director. The Directors (other than Mr Coovadia who has a material personal interest in the outcome of the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Shares because the Shares are being issued to Mr Coovadia’s related entity on arm’s length terms – the deemed issue price (being $0.009 the price as at the date of Mr Coovadia’s appointment) of the Shares is reasonable as it was negotiated with reference to the experience and skills that Mr Coovadia brings to the Board as well as remuneration packages for other non-executive directors and consultants with contacts across Africa.

8.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies. As the issue of the Director Securities involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

8.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 10:

• (a) the Director Securities will be issued to Mr Firdhose Coovadia (or his nominee); (b) the number of Shares to be issued is 1,500,000;

• (c) the Shares will be granted no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (d) the Shares will be issued for nil cash consideration as they constitute fee and incentives for services provided;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (f) no funds will be raised from the issue of the Shares

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Shares as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of the Shares to Mr Coovadia (or his nominee) will not diminish the Company’s 15% annual placement capacity under ASX Listing Rule 7.1.

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9. RESOLUTION 11 – APPROVAL OF ISSUE OF ADVISOR OPTIONS TO TORG ADVISORS PTY LTD 9.1 General

The Company has agreed, subject to obtaining shareholder approval, to issue a total of up to 5,020,008 Options (Advisor Options) to Torg Advisors Pty Ltd (or their nominee), an advisor to the Company, for capital raising and corporate advisory services provided.

The terms and conditions of the Options are the same as the listed option class EM1O (exercise price $0.02 and expiry of 18 April 2021).

A summary of ASX Listing Rules 7.1 is set out in section 5.2 above.

Resolution 11 seeks Shareholder seeks shareholder approval for the allotment and issue of the 5,020,008 Options. The effect of this Resolution will be to allow the Directors to issue the Advisor Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s annual 15% placement capacity.

9.2 Technical Information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.1, the following information is provided in relation to Resolution 11:

• (a) the maximum number of Options to be issued is 5,020,008;

• (b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Options will be issued for nil consideration;

• (d) the Options will be issued on the terms and conditions of the listed Option class EM1O as detailed above, full terms provided at Schedule A;

• (e) the Options will be allotted and issued to Torg Advisors Pty Ltd, an advisor of the Company or their nominees. None of these subscribers are related parties of the Company; and

• (f) No funds will be raised from the issue of the Options as they are being issued in lieu of cash fees for corporate advisory services provided.

10. RESOLUTION 12 – APPROVAL OF 10% PLACEMENT CAPACITY

10.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ).

The Company is an Eligible Entity. If Shareholders approve this Resolution, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in below).

The effect of this Resolution will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

This Resolution is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of this Resolution for it to be passed.

10.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company has a market capitalisation of ~$10,000,000. The Company is an Eligible Entity.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has 2 classes of quoted Equity Securities on issue, being:

(a) 655,594,532 Shares (ASX Code: EM1); and

(b) 444,070,240 listed Options (ASX Code: EM1O) at an exercisable price of $0.02 each on or before 18 April 2021.

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The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A	is the number of Shares on issue 12 months before the date of issue or agreement:	is the number of Shares on issue 12 months before the date of issue or agreement:
	(i)	plus the number of Shares issued in the previous 12 months under an
		exception in ASX Listing Rule 7.2;
	(ii)	plus the number of partly paid shares that became fully paid in the previous
		12 months;
	(iii)	plus the number of Shares issued in the previous 12 months with approval of
		Shareholders under Listing Rules 7.1 and 7.4. This does not include an issue
		of ordinary shares under the entity’s 15% placement capacity without
		shareholder approval; and
	(iv)	less the number of Shares cancelled in the previous 12 months.
D	is 10%.
E	is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule
	7.1A.2 in the 12 months before the date of issue or agreement to issue that are not
	issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or
	7.4.

10.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in (i) above, the date on which the Equity Securities are issued.

• (b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of this Meeting; and

• (ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid), ( 10% Placement Capacity Period ).

(c)

Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue. If this Resolution is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below. The table shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2 and on the assumptions set out below the table.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

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Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A.2)		DILUTION	DILUTION
	Issue Price (per Share)	$0.008 50% decrease in Issue Price	$0.016 Issue Price	$0.032 100% increase in Issue Price
655,594,532 (Current Variable A)	Shares issued - 10% voting dilution	65,559,453 shares	65,559,453 shares	65,559,453 shares
	Funds raised	$524,476	$1,048,951	$2,097,903
983,391,800 (50% increase in Variable A)	Shares issued - 10% voting dilution	98,339,180 shares	98,339,180 shares	98,339,180 shares
	Funds raised	$786,713	$1,573,427	$3,146,854
1,311,189,066 (100% increase in Variable A)	Shares issued - 10% voting dilution	131,118,907 shares	131,118,907 shares	131,118,907 shares
	Funds raised	$1,048,951	$2,097,903	$4,195,805

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are 655,594,532 Shares on issue as at the date of this Notice.

2. The issue price set out above is the closing price of Shares on ASX on 18 October 2019, being $0.016.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1 or 7.4.

5. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares and it is assumed that no Options are exercised into Shares before the date of issue of the Shares.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to by reason of placements under the 10% Placement Capacity. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

7. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

Shareholders should note that there is a risk that:

• (i) the market price for Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

• (d) Purpose of Issue under 10% Placement Capacity

• The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration in which case the Company intends to use funds raised for the acquisition of new assets and investments in the online gaming technology industry (including expenses associated with such an acquisition), further development of ArcadeX and related platforms, achieving the Company’s strategic objectives and general working capital; or

• (ii) as non-cash consideration for the acquisition of new assets and investments in the online gaming technology industry (including expenses associated

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with such an acquisition), in which circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

• (e) Allocation policy under the 10% Placement Capacity

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue; (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

(iii) the effect of the issue of the Equity Securities on the control of the Company; (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; (v) prevailing market conditions; and

(vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

(f) Previous approval under ASX Listing Rule 7.1A

The Company previously obtained approval under ASX Listing Rule 7.1A at its annual general meeting of 30 November 2018. The Company issued 58,759,358 Equity Securities pursuant to this Previous Approval.

During the 12-month period preceding the date of the Meeting, being on and from 29 November 2018, the Company otherwise issued a total of 68,000,955 Shares and 48,976,663 Options which represents approximately 12% of the total diluted number of Equity Securities on issue in the Company on 29 November 2018, which was 982,687,154 Equity Securities (587,593,577 Shares and 395,093,577 Options).

(g) Further details of the issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting are set out in Schedule B.

10.4 Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:

• (a) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

• (b) the information required by Listing Rule 3.10.5A for release to the market.

10.5 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on this Resolution.

11. RECOMMENDATIONS

The Directors believe that the above proposals are in the best interest of the Company and, save where otherwise stated, unanimously recommend that shareholders vote in favour of the Resolutions to be proposed at the Company’s annual general meeting.

12. ENQUIRIES

Shareholders are required to contact the Company Secretary on +61 8 6380 2555 if they have any queries in respect of the matters set out in this Notice.

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Glossary

$ means Australian dollars.

10% Placement Capacity has the meaning given in Section 10.1 of the Explanatory Statement.

AGM or Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Auditor means the auditor of the Company.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Emerge Gaming Limited (ACN 004 766 376).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice Annual General of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Security means a security issued or to be issued in the capital of the Company, including a Share or an Option.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Variable A means “A” as set out in the calculation in Section 10.2 of the Explanatory Statement.

Trading Day means a day other than a Saturday, Sunday, New Year’s Day, Good Friday, Easter Monday, Christmas Day and any other day that ASX may declare and publish is not a trading day.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE A – TERMS AND CONDITIONS OF LISTED OPTIONS

Terms and Conditions of Listed Options

• a) Entitlement Each Option entitles the holder to subscribe for one Share upon exercise of the Option. b) Exercise Price: Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.02 (Exercise Price).

• c) Expiry Date: Each Option will expire at 5:00 pm (WST) on or before 18 April 2021 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• d) Exercise Period: The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

• e) Notice of Exercise: The Options may be exercised during the Exercise Period by notice inwriting to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised by electronic funds transfer or other means of payment acceptable to the Company.

• f) Exercise Date: A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

• g) Timing of issue of Shares on exercise: Within 15 Business Days after the Exercise Date, the Company will:

• i. allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• ii. if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• iii. if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. If a notice delivered under paragraph (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

• h) Shares issued on exercise: Shares issued on exercise of the Options rank equally with the then issued shares of the Company. (i) Quotation of Shares issued on exercise If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

• i) Reconstruction of capital: Subject to the Corporations Act and the ASX Listing Rules at the time of reconstruction, upon any sub-division or consolidation of the Shares or reduction of share capital, the number of Shares to be subscribed on any subsequent exercise of the Options will be increased or reduced in due proportion so as to maintain the same relative subscription rights for the Options and the Exercise Price will be adjusted accordingly.

• j) Participation in new issues: There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

• k) Change in exercise price: An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

• l) Quoted: The Company will apply for quotation of the Options on ASX. m) Transferability: The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE B – ISSUES OF E Q UITY SECURITIES SINCE 2 9 NOVEMBER 2018

Date	Quantity	Class	Recipients	Issue price and discount to Market Price (if applicable)1	Form of consideration
Issue – 02/04/2019 x d Appendix 3B – 2/04/2019	60,000,000x x xxx x xx x x x x xx xxx xx xx x 30,000,000 x x x x 8,000,000x x x x xx xxxxxxxx x 10,000,000 xx xx xx x x 8,977,618 x x x x x 955	Shares2 x xxx x x x x x x x x x x x Quoted Options3 x xx Shares2 x x x xx xx xxx xx Quoted Options3 x x x x Quoted Options3 x x x Shares2	Clients of Lead manager Hunter Capitald xx x xx x x x x xx x xx x Clients of Lead manager Hunter Capitald x Global Atlantic (Pty) Ltd, MMR Corporate Pty Ltd x x Hunter Capital x x x x Crossbay Pty Ltd, On Time Taxis Pty Ltd x x x Optionholders upon exercise of listed options	$0.03 per share (no discount to market) x d x x xxx x x x x x xx x x x x x xxxx d No issue price free attaching to above placement shares x x No issue price (nil cash consideration –no discount)x x x x x x No issue price (nil cash consideration –no discount) xx x x No issue price (nil cash consideration –no discount) x x x $0.02 per share	Cash consideration: $1,800,000 Expended: ~$119,000 offer expenses; ~$350,000 further development of the ArcadeX platform; ~$270,000 director and contractor salaries; and corporate overheads e.g. ASX, audit, tax consulting. Balance: roll out of the ArcadeX VAS model across Africa; and the launch of ArcadeX across Australia and other tier 1 markets. x No consideration, free attaching options. Current value4=$0.006 per option x Consideration: marketing and consulting services provided to the Company Current value4=$0.016 per share x Consideration: corporate advisory services provided to the Company Current value4=$0.006 per option x Consideration: issued in lieu of interest on pre-listing loans provided to the Company Current value4=$0.006 per option x Cash consideration: $0.02 per share

Notes:

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded on the date of issue of the relevant Equity Securities.

2. Fully paid ordinary shares in the capital of the Company, ASX Code: EM1 (terms are set out in the Constitution).

3. Quoted Options, exercisable at $0.02 each on or before 18 April 2021. The full terms and conditions were disclosed in the Prospectus announced to ASX dated 8 January 2018.

4. In respect of quoted Equity Securities the value is based on the closing price of the Shares ($0.016) or Options ($0.006) as the context requires on the ASX on 18 October 2019.

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