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STREAMPLAY STUDIO LIMITED — Annual Report 2020
Aug 30, 2020
65841_rns_2020-08-30_b84a6639-5da1-433c-8f47-3ca37f6f70e5.pdf
Annual Report
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ASX RELEASE
Appendix 4E Preliminary Final Report Rule 4.3A
| Name of entity: | EMERGE GAMING LIMITED |
|---|---|
| ABN or equivalent company reference: | 31 004 766 376 |
1. Reporting period
| Preliminary report for the financial year ended | 30 June 2020 |
|---|---|
| Previous corresponding period is the financial year ended | 30 June 2019 |
2. Results for announcement to the market
| $'000 | ||||
|---|---|---|---|---|
| Revenues from ordinary activities (item 2.1) | Down | -80% | to | 31 |
| Profit (loss) from ordinary activities after tax | Up | 56% | to | (1,292) |
| attributable to members (item 2.2) | ||||
| Net profit (loss) for the period attributable to | Up | 56% | to | (1,292) |
| members (item 2.3) |
| Dividends (item 2.4) | Amount per security | Franked amount persecurity |
|---|---|---|
| Interim dividend | Nil | Nil |
| Final dividend | Nil | Nil |
| Record date for determining entitlements tothe dividend (item 2.5) | Not Applicable |
Brief explanation of any of the figures reported above necessary to enable the figures to be understood (item 2.6): Refer to item 12.
3. Statement of profit or loss and other comprehensive income
Refer to attached Annual Report for the year ended 30 June 2020.
4. Statement of financial position
Refer to attached Annual Report for the year ended 30 June 2020.
5. Statement of Cash flows
Refer to attached Annual Report for the year ended 30 June 2020.
6. Statement of changes in equity
Refer to attached Annual Report for the year ended 30 June 2020.
7. Dividends
| Date of payment | Total amount of dividend | |
|---|---|---|
| Interim dividend – year ended 30 June 2020 | N/A | N/A |
| Final dividend – year ended 30 June 2020 | N/A | N/A |
Amount per security
| Amount persecurity | Franked amountper security at% tax | Amount persecurity offoreign sourceddividend | ||
|---|---|---|---|---|
| Total dividend: | Current year | N/A | N/A | N/A |
| Previous year | N/A | N/A | N/A |
Total dividend on all securities
| Current period$A'000 | Previous correspondingPeriod - $A'000 | |
|---|---|---|
| Ordinary securities(each class separately) | N/A | N/A |
| Preference securities(each class separately) | N/A | N/A |
| Other equity instruments(each class separately) | N/A | N/A |
| Total | N/A | N/A |
8. Details of dividend or distribution reinvestment plans in operation are described below:
dividend or distribution reinvestment plan N/A
|--|
9. Net tangible assets per security
The last date(s) for receipt of election notices for participation in the
| Current period | Previous correspondingperiod | |
|---|---|---|
| Net tangible asset backing per ordinary | $0.003 | $0.005 |
10. Details of entities over which control has been gained or lost during the period:
Control gained over entities
security
| Name of entities (item 10.1) | N/A |
|---|---|
| Date(s) of gain of control (item 10.2) | N/A |
| Profit (loss) from ordinary activities after tax of the controlledentities for the whole of the previous corresponding period(item 10.3) | N/A |
Loss of control of entities
| Name of entities (item 10.4) | N/A |
|---|---|
| Date(s) of loss of control (item 10.5) | N/A |
| Contribution to consolidated profit (loss) from ordinaryactivities after tax by the controlled entities to the date(s) inthe current period when control was lost (item 10.6). | N/A |
| Profit (loss) from ordinary activities after tax of the controlledentities for the whole of the previous corresponding period(item 10.7) | N/A |
11. Details of associates and joint venture entities
| Name of associate or joint venture entity (item 11.1) | % Securities held (item 11.2) |
|---|---|
| ------------------------------------------------------- | ------------------------------- |
| N/AN/A | |
|---|---|
| ------------ | -- |
Aggregate share of profits (losses) of associates and joint venture entities (item 11.3)
| Group's share of associates' and joint venture entities': | 2020$ | 2019$ |
|---|---|---|
| Profit (loss) from ordinary activities before tax | N/A | N/A |
| Income tax on ordinary activities | ||
| Net profit (loss) from ordinary activities after tax | N/A | N/A |
| Adjustments | ||
| Share of net profit (loss) of associates and JV entities | N/A | N/A |
12. Significant information relating to the entity's financial performance and financial position.
Overview
Emerge Gaming Limited (ASX: EM1) ("Emerge" or the "Company"), is a leading provider of enhanced eSports capabilities.
Emerge operates the eSports tournament platform and lifestyle hub under its own brand "ArcadeX" and under other corporate brands. This technology is a cutting-edge online eSports and casual gaming tournament facilitation platform rich in features and available on smartphones, tablets, consoles, PCs and smart TVs.
In the current year, Emerge has:
- Executed an agreement with MTN to distribute and market Emerge's mobile competition and tournament platform technology; and
- Executed multiple distribution agreements with key partners across multiple jurisdictions.
On the development side Emerge has:
- Successfully soft launched the tournament platform technology under the brand ArcadeX in South Africa;
- Captured key marketing information and user data for use in a live environment for supported launches.
Revenue
In the 2020 financial year, the Company generated revenue from operating activities of $31,095 (2019: $155,050). For the bulk of the financial year, the platform was under development or in testing in limited live environments. Only the platform with MTN, branded MTN Arena has had a supported launch – with this particular event occurring post period end.
Explanation of Loss
The Company's loss for the year of $1,291,721 (2019: loss of $2,953,610) is largely consistent with the development phase efforts of the prior period (without the significant accounting impairment loss incurred in the prior period). This one-off, non-cash expense was recognised as a result of the ASX listing transaction.
During the period, the Company expended funds on research and development with respect to the platform with a view to launching the platform with MTN in South Africa.
Cash Position
Cash at the end of the year was $1,991,671.
The Company has maintained a lean cost structure throughout the period in preparation for upcoming platform launches and initiatives.
Outlook
The main focus of the Board and management is working with MTN to ensure successful take-up of MTN Arena in South Africa as this provides best line of sight to near term revenues for the Company from its tournament platforms.
Other initiatives are being progressed and announcements will be made in due course.
13. The financial information provided in the Appendix 4E is based on the preliminary financial report (attached), which has been prepared in accordance with Australian accounting standards.
14. Commentary on the results for the period.
Refer to explanation item 12.
15. Information on Audit.
This Appendix 4E is based on the audited Annual Report for the year ended 30 June 2020.
| CORPORATE DIRECTORY 3 | |
|---|---|
| LETTER FROM THE CEO 4 | |
| DIRECTORS' REPORT 5 | |
| AUDITOR'S INDEPENDENCE DECLARATION 15 | |
| INDEPENDENT AUDITOR'S REPORT 16 | |
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 20 | |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION 21 | |
| CONSOLIDATED STATEMENT OF CASH FLOWS 22 | |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 23 | |
| NOTES TO THE FINANCIAL STATEMENTS 24 | |
| ADDITIONAL ASX INFORMATION 49 | |
| DIRECTORS' DECLARATION 52 | |
CORPORATE DIRECTORY
Emerge Gaming Limited (ABN 31 004 766 376)
| Directors | Mr Gregory Stevens – CEO, Executive DirectorMr Umberto (Bert) Mondello - Non-Executive ChairmanMr Philip Re - Non-Executive DirectorMr Jonathan Hart - Non-Executive DirectorMr Firdhose Coovadia - Non-Executive Director |
|---|---|
| Company Secretary | Mr Derek Hall |
| Registered Office | Suite 1, 437 Roberts RoadSubiaco WA 6008 |
| Principal Place of Business | Suite 1, 437 Roberts RoadSubiaco WA 6008Phone: +61 8 6380 2555Website: www.emergegaming.com.au |
| Securities Exchange Listing | Australian Securities Exchange (ASX)ASX Code: EM1ASX Code: EM1O |
| Share Registry | Automic Registry ServicesLevel 2, 267 St Georges TerracePERTH WA 6000Phone: +61 8 9324 2099Email: [email protected] |
| Auditor | Criterion Audit Pty LtdPO Box 2138SUBIACO WA 6904 |
| Solicitors | Steinepreis PaganinLevel 4, The Read Buildings16 Milligan StreetPerth WA 6000 |
LETTER FROM THE CEO
Dear Shareholders,
I am pleased to report on the progress of Emerge for the year ended 30 June 2020. The key event during the year was the execution of an agreement (ASX: 23 June 2020) with major African focussed mobile network operator MTN to distribute, market and operate Emerge's tournament platform technology under the brand "MTN Arena", in South Africa.
MTN is a globally significant multinational with revenues of ~USD$9 Billion (for FY2019), a market capitalisation of ~USD$7 Billion and more than 18,000 employees.
This agreement aligns with Emerge's execution strategy as the footprint of MTN firmly is emerging markets. MTN has access to broad-scale distribution via mobile devices. MTN South Africa has 29 million subscribers.
Overall, MTN offers voice, data and digital services to retail customers in 21 countries in Africa and the Middle East. Of these countries, MTN has the biggest market share in 13 out of the 21 and globally has in excess of 250 million subscribers to its services.
MTN Arena
Emerge and MTN collaborated to develop a corporate identity and digital platform user interface consistent with MTN's products and other MTN branded gaming content.
MTN Arena is discoverable on MTN Play, MTN's traffic driven subscriber portal for the distribution of gaming, music and video content, and is further being marketed on all other MTN digital channels including to its social media following.
Competitive Casual Mobile Gaming
MTN Arena is a competition and tournament platform with a social element, which allows casual gamers to enter competitions, win prizes and earn raffles tickets whilst engaging in their favourite casual games. The platform provides an 'entertainment' factor with content that encourages re-engagement and longer lifetime values of subscribing gamers.
MTN Arena is differentiated from typical subscriptionbased casual gaming content offerings with competitions on premium app and premium HTML5 games that require no download and are easily streamed to mobile devices, an important attribute in emerging markets.
Central to the retention of mobile gamers, Emerge has designed and planned entertaining content calendars and campaigns for MTN Arena.
Tournaments include daily, weekly, weekend and monthly competitions with opportunities for gamers to enjoy mobile gaming whilst winning prizes and money. Grand prizes will encourage mobile gamers to engage for longer periods on the platform. This competition and prize driven model is the cornerstone of the marketing strategy.
AAA eSports Game Streaming
Emerge was the first in the southern hemisphere to demonstrate the GameCloud AAA game streaming technology on a 5G network, showcasing the technology alongside MTN's launch of its 5G network.
Emerge views the 5G introduction as a revolution in ultrareliable, high-speed, low-latency, power-efficient, highdensity wireless connectivity. During the Quarter, Emerge began working closely with potential partners to establish a scalable, variable-cost infrastructure solution to deliver AAA game streaming to mobile devices using the GameCloud technology.
Streaming premium gaming content is rising in prevalence with the introduction of 5G mobile communication and the continued growth in smartphone users globally. The distribution and collaboration with cloud streaming technology providers is a medium-term strategy for Emerge.
Monetisation Strategy
This most significant global reach in monetising eSports and Gaming content is the ability to charge gamers through their MNOs.
With the MTN agreement, Emerge is primed to deliver on its monetisation strategy. The focus will be on establishing a substantial userbase of gamers in South Africa and retaining these users with entertaining esports gaming content and platform features.
Thereafter, the objective is to roll out our tournament technology across a number of MTN's other country operations to access a larger portion of its 250 million mobile subscriber base internationally. Discussions are being held with other mobile network operators across a number of other markets to drive mass deployment of the platform.
Strategy and outlook
The outlook for the eSports and Gaming markets remains very strong. Successful operation of the MTN Arena platform and growth in its userbase will be a key component to the executing our overall strategy and demonstrating our credentials at scale.
In this regard, post the financial period under review, Emerge was pleased to advise of the commencement of MTN funded marketing activities. These activities quickly drove the MTN Arena platform to 10,000 subscribers.
Emerge looks forward to an exciting FY2021, building on the foundation that has been laid during the past few months.
On behalf of the Company, I thank you for your support.
Sincerely,
Greg Stevens CEO, Emerge Gaming
The Directors present their report with respect to the results of Emerge Gaming Limited ("Emerge" or "the Company") and its controlled entity ("the Group") for the year ended 30 June 2020 ("the Balance Date") and the state of affairs of the Company and the Group at Balance Date.
DIRECTORS
The names, qualifications and experience of the Company's Directors in office during the year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated.
Mr Gregory Stevens (CEO, Executive Director) – appointed 16 April 2018
Mr Stevens has 10 years successful management experience in gaming start-ups. Mr Stevens has extensive knowledge in venture capital, business strategy and international arbitration. Mr Stevens is a former director of a world-class eSports development agency collaborating with brands like Ubisoft, Blizzard and Activision. Mr Stevens leads a team of world-class technology developers and marketer leaders, with proven records building business value in online gaming, technology-driven start-ups and related industries.
Special responsibilities: Nil Other current directorships of listed companies: Nil Former directorships of Listed Companies in the last three years: Nil
Mr Umberto (Bert) Mondello (Non-executive Chairman) – appointed 16 April 2018 LLB
Mr Bert Mondello is an experienced Public Company Director, Corporate Advisor and Technology Expert with 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, complex M & A transactions, IPOs, RTOs, investor placements and capital raisings. Mr Mondello has widespread experience spanning across retail and institutional sectors and an extensive knowledge of marketing communications and investor relations. With deep rooted expertise across multiple technology sectors, Mr Mondello has provided strategic corporate advice and mentoring to a number of private and public organisations internationally across multiple industries. He holds a Bachelor of Laws from the University of Notre Dame, Australia.
Special responsibilities: Nil
Other current directorships of listed companies: ZipTel Limited, Vection Technologies Limited, Sinetech Limited and WestStar Industrial Limited
Former directorships of Listed Companies in the last three years: Nil
Mr Philip Re (Non-executive Director) – appointed 21 June 2017 BBus, CA, CSA, MAICD
Mr Re is the managing director and founder of Regency Corporate, a chartered accountant and corporate advisory business. Mr Re has been a director of a number of publicly listed and unlisted companies and during that time, has been involved in property development and investment, technology, education, mining exploration and production, and renewable energy industry transactions. Mr Re has been directly involved in raising capital, mergers and acquisitions, initial public offerings and reverse takeovers for various ASX listed companies and unlisted property syndicates. Mr Re is the Chairman and one of the founders of the charity organisation, The Better Life Foundation WA.
Special responsibilities: Nil
Other current directorships of listed companies: WestStar Industrial Limited Former directorships of Listed Companies in the last three years: iCollege Limited, The Agency Group Limited
Mr Jonathan Hart (Non-executive Director) – appointed 16 April 2018 LLB, BCom
Mr Hart has provided corporate advisory services and held several board positions in various ASX listed companies over the years. As the director of Hartness Consulting Pty Ltd, Mr Hart brings extensive leadership and directorial experience to the company.
He holds a Bachelor of Laws and Commerce and through his past and current roles, Mr Hart gained first-hand knowledge and expertise in initial public offerings on ASX (AIM, TSX and JSE), reverse takeovers, due diligence investigations, general corporate and commercial drafting, public and private mergers and acquisitions, general corporate advice concerning capital raisings, AML compliance, Corporations Act and ASX compliance. Mr Hart is also a director of HirePay Pty Ltd and company secretary for Mayur Resources Limited (ASX:MRL) and HeraMED Limited (ASX:HMD).
Special responsibilities: Nil Other current directorships of listed companies: Nil Former directorships of Listed Companies in the last three years: Nil
Mr Firdhose Coovadia (Non-executive Director) – appointed 25 October 2018 BCom, CA
Mr Coovadia has over 24 years of experience in investment banking, private equity, audit and investment gained in a variety of institutions including, KPMG, UBS Warburg, The National Investor and Essar Global Fund Limited. Mr Coovadia has extensive experience in emerging markets, having been involved in advising governments, parastatals and companies on the African continent, India, Europe and in the Middle East. Mr Coovadia is a qualified Chartered Accountant with a bachelors and honours degree in Commerce and Accounting from the University of Witwatersrand, South Africa.
Special responsibilities: Nil Other current directorships of listed companies: Nil Former directorships of Listed Companies in the last three years: Nil
Company Secretary Mr Derek Hall – appointed 16 April 2018 BCom, CA, AGIA, FFin
Mr Hall is a Chartered Accountant, Fellow of the Financial Services Institute and Member of Institute Chartered Secretaries and Administrators.
Interest in Securities of the Company and related bodies corporate
As at the date of this report, the interest of the directors in the shares and options of Emerge Gaming Limited were:
| Number ofOrdinary Shares | Number ofOptions over | Number ofPerformance | |
|---|---|---|---|
| Ordinary Shares | Shares | ||
| Mr G Stevens | 17,852,765 | 17,852,765 | - |
| Mr B Mondello | 10,893,751 | 10,893,750 | - |
| Mr P Re | - | - | - |
| Mr J Hart | 13,350,000 | 13,625,000 | - |
| Mr F Coovadia | 1,500,000 | - | - |
MEETINGS OF DIRECTORS
During the financial year, five meetings of directors were held. Attendances by each director during the year were as follows:
| Directors' Meetings | ||||
|---|---|---|---|---|
| Eligible to Attend | Attended | |||
| Mr G Stevens | 5 | 5 | ||
| Mr B Mondello | 5 | 5 | ||
| Mr P Re | 5 | 5 | ||
| Mr J Hart | 5 | 5 | ||
| Mr F Coovadia | 5 | 5 |
PRINCIPAL ACTIVITIES
The principal activity of the Group during the year was development and marketing of online eSport and gaming tournament platform technology branded "ArcadeX" and associated white label versions of this platform.
CONSOLIDATED RESULTS
The consolidated operating loss of the Group after providing for income tax amounted to $1,291,721 (2019: loss of $2,953,610).
Review of Operations
Emerge operates the eSports tournament platform and lifestyle hub under its own brand "ArcadeX" and under other corporate brands. This technology is a cutting-edge online eSports and casual gaming tournament facilitation platform rich in features and available on smartphones, tablets, consoles, PCs and smart TVs.
Tournament Platform Technology
Emerge's platform technology is a cutting-edge online eSports and casual gaming tournament facilitation platform which has been designed to deliver a unique experience and content for gamers across a multitude of game titles and spectrum of skills. The platform connects gamers to corporate advertisers and sponsors, while providing Emerge with commercial revenue earning potential, international reach and scale. The platform offers a hybrid environment that gives access to both eSports and casual gaming titles using proprietary coding and technological integrations.
The tournament platform's unique point of difference is the mobile focussed technology which has fully integrated hundreds of casual games which allow the gamer to launch and play games embedded in the platform providing automated results and potentially providing direct access to the 1.9 Billion casual and social gamers globally. The casual game integration allows casual and social gamers on mobile devices the opportunity to play integrated games on their smart phones and tablets in an effort to win prizes. Integrated casual games are available on the mobile devices in full screen view, allowing gamers to engage in a seamless competitive mobile gaming experience.
The platform uses its unique IP, advanced analytics tracking and proprietary algorithms to deliver an optimal tournament gaming experience for users while providing publishers the perfect vehicle for delivery of their messaging to a fully engaged audience.
In the current year, Emerge has:
- Executed an agreement with MTN to distribute and market Emerge's mobile competition and tournament platform technology; and
- Executed multiple distribution agreements with key partners across multiple jurisdictions.
On the development side Emerge has:
- Successfully soft launched the tournament platform technology under the brand ArcadeX in South Africa;
- Captured key marketing information and user data for use in a live environment for supported launches.
The main focus of the Board and management is working with MTN to ensure successful take-up of MTN Arena in South Africa as this presents the company with the greatest opportunity for near term revenue generation from its Arcade X platform technology. Other initiatives are being progressed and announcements will be made in due course.
Tantalum International Ltd Update
Shareholders of the Company of record on 3 November 2017 received shares in an unlisted, Australian public Company Tantalum International Limited ("TIL"). For the latest on TIL, shareholders can refer to: https://tantalumint.wixsite.com/tantalumint
Financial Position
The net assets of the Group have decreased from $3,033,502 at 30 June 2019 to $1,784,301 at 30 June 2020. As at the Reporting Date, the Group had working capital of $1,781,365 (2019: $3,028,393).
DIVIDENDS
No dividends were declared or paid during the financial year.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
In the opinion of the Directors there were no significant changes in the state of affairs of the Company and its controlled entities that occurred during the financial year under review not otherwise disclosed in this report or the accompanying financial report. Reference should be made to the subsequent events note for changes in the state of affairs after Reporting Date.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.
FUTURE DEVELOPMENTS
Other than information disclosed elsewhere in this annual report, likely future developments in the operations of the Group and the expected results of those operations in future financial years has not been included in this Directors' Report because the Directors believe, on reasonable grounds, that to include such information would be likely to result in unreasonable prejudice to the Group.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Group's operations are not currently subject to any significant environmental regulations under either Commonwealth or State law.
INDEMNITY AND INSURANCE OF OFFICERS
During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company (as named above), the company secretary, and all executive officers of the Company and of any related body corporate against a liability incurred as such a director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. No proceedings have been brought or intervened in or on behalf of the Company with leave of the court under section 237 of the Corporations Act 2001.
NON-AUDIT SERVICES
No non-audit services were provided by the Company's auditor, Criterion Audit Pty Ltd.
AUDITOR'S INDEPENDENCE DECLARATION
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 for the year ended 30 June 2020 has been received and can be found on page 15 of this report.
REMUNERATION REPORT (Audited)
This report outlines the remuneration arrangements in place for Directors and executives of Emerge Gaming Limited in accordance with the requirements of the Corporation Act 2001 and its Regulations.
For the purpose of this report, Key Management Personnel (KMP) of the Company are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any director (whether executive or otherwise) of the Group.
Details of Key Management Personnel
| Mr Gregory Stevens | Chief Executive Officer, Executive Director | Appointed 16 April 2018 |
|---|---|---|
| Mr Bert Mondello | Non-Executive Chairman | Appointed 16 April 2018 |
| Mr Philip Re | Non-Executive Director | Appointed 21 June 2017 |
| Mr Jonathan Hart | Non-Executive Director | Appointed 16 April 2018 |
| Mr Firdhose Coovadia | Non-Executive Director | Appointed 25 October 2018 |
Remuneration Policy
The remuneration policy of Emerge Gaming Limited has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives.
The Board of Emerge Gaming Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the Group, as well as create goal congruence between directors, executives and shareholders.
The Board's policy for determining the nature and amount of remuneration for board members and senior executives of the Group is as follows:
- The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, is developed and approved by the board after seeking professional advice from independent external consultants as required. In the years presented, no external consultants have been used.
- All executives receive a base salary or fee (which is based on factors such as length of service and experience).
- The board reviews executive packages annually by reference to the Group's performance, executive performance and comparable information from industry sectors.
No relationship exists between the remuneration policy and the Company's performance.
Voting and comments made at the company's 2019 Annual General Meeting
Emerge Gaming Limited received more than 99% of "yes" votes on its remuneration report for the 2019 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.
Loans to Directors and Executives
There were no loans to directors and executives during the financial year ended 30 June 2020.
Non-Executive Director Remuneration
The Board policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The Board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. In the current year, no advice was sought.
Upon appointment to the Board, all non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the policies and terms, including compensation, relevant to the office of the director.
The key terms of the non-executive director service agreements are as follows:
- Term of Agreement ongoing subject to annual review and the Company's constitution
- Non-Executive Directors' Fees of $48,000 per annum
- Non-Executive Chairman's Fees of $60,000 per annum
- There is a 6-month notice period stipulated to terminate the contract by either party
The maximum aggregate amount of fees that can be paid to non-executive directors is currently fixed at $250,000 with any change in this amount subject to approval by shareholders at the Annual General Meeting.
The Company does not have a Director's Retirement Scheme in place at present.
Service Contracts
It is the Company's policy that service contracts for executive directors and senior executives be entered into. A service contract with an executive director or senior executive would provide for the payment of benefits where the contract is terminated by the entity or the individual.
The executive directors and senior executives would also be entitled to receive on termination of employment their statutory entitlements of accrued annual and long service leave, together with any superannuation benefits. An executive director or senior executive would have no entitlement to termination payment in the event of removal for misconduct.
Major provisions of the agreements existing at reporting date relating to executive remuneration are set out below:
Mr Gregory Stevens – Chief Executive Officer, Executive Director
- Term of agreement: Until terminated in accordance with the agreement.
- Remuneration: $120,000 per annum, which will be reviewed annually.
- Period of notice for termination: Six month's written notice by the consultant. Six month's written notice by the Company.
- Details of remuneration entitlement on termination: Payment of fees up to the date of termination or payment of six month's fees in lieu of notice.
Remuneration of key management personnel
Table 1: Remuneration for the year ended 30 June 2020
| Share-based | Remunerationconsisting of | ||||
|---|---|---|---|---|---|
| Key ManagementPersonnel – 30 June 2020 | Short-term BenefitsCash, salary andcommissions$ | PaymentShares andOptions$ | PostemploymentBenefits$ | shares andoptions for theyear% | |
| Non-Executive Directors | $ | ||||
| Mr B Mondello | 60,000 | - | - | 60,000 | 0% |
| Mr P Re | 48,000 | - | - | 48,000 | 0% |
| Mr J Hart | 48,000 | - | - | 48,000 | 0% |
| Mr F Coovadia | 48,000 | 22,500 | - | 70,500 | 32% |
| Sub-total | 204,000 | 22,500 | - | 226,500 | |
| Executive Directors | |||||
| Mr G Stevens | 120,000 | - | - | 120,000 | 0% |
| Sub-total | 120,000 | - | - | 120,000 | 0% |
| Total | 324,000 | 22,500 | - | 346,500 |
Table 2: Remuneration for the year ended 30 June 2019
| Share-based | Remunerationconsisting of | ||||
|---|---|---|---|---|---|
| Key ManagementPersonnel – 30 June 2019 | Short-term BenefitsCash, salary andcommissions$ | PaymentShares andOptions$ | PostemploymentBenefits$ | Total$ | shares andoptions for theyear% |
| Non-Executive Directors | |||||
| Mr B Mondello | 60,000 | - | - | 60,000 | 0.00% |
| Mr P Re | 48,000 | - | - | 48,000 | 0.00% |
| Mr J Hart | 48,000 | - | - | 48,000 | 0.00% |
| Mr F Coovadia | 32,000 | - | - | 32,000 | 0.00% |
| Sub-total | 188,000 | - | - | 188,000 | |
| Executive Directors | |||||
| Mr G Stevens | 120,000 | - | - | 120,000 | 0.00% |
| Sub-total | 120,000 | - | - | 120,000 | |
| Total | 308,000 | - | 308,000 |
Compensation Options: Granted and vested during the year (consolidated)
There were no compensation options granted to or exercised by directors or other Key Management Personnel during the financial year. In addition, no directors or senior executives exercised options that were granted to them as part of their compensation during the financial year.
Share-based payment arrangements relating to key management personnel
A share-based payment to Mr Firdhose Coovadia was approved by shareholders at the 2019 AGM. Apart from this, no other share-based payments were made to directors or other Key Management Personnel during the financial year.
In 2018, the Emerge Gaming Limited public offer included an offer of ordinary shares, free attaching listed options and performance shares to the vendors of Emerge Gaming Solutions Pty Ltd ("EGS") which included the directors Mr Gregory Stevens, Mr Bert Mondello and Mr Jonathan Hart. Details of these securities are outlined in tables below.
Table 3: Shareholdings of key management personnel (consolidated)
Shares held in Emerge Gaming Limited (number) by key management personnel are:
| Share holdings of keymanagement personnel | Balance1.7.2019Ord | Granted ascompensationOrd | Net ChangeOtherOrd | Balance30.6.2020Ord | |
|---|---|---|---|---|---|
| Directors | |||||
| Mr G Stevens1 | 17,852,765 | - | - | 17,852,765 | |
| Mr B Mondello1 | 10,893,751 | - | - | 10,893,751 | |
| Mr P Re | - | - | - | - | |
| Mr J Hart1 | 13,350,000 | - | - | 13,350,000 | |
| Mr F Coovadia | - | 1,500,000 | - | 1,500,000 | |
| Total | 42,096,516 | 1,500,000 | - | 43,596,516 |
- As a vendor of EGS, these shares were issued as consideration for the acquisition of EGS in the previous period.
Table 4: Option holdings of key management personnel (consolidated)
The numbers of options over ordinary shares in the company held during the financial year by each director of Emerge Gaming Limited and specified executive of the Group, including their personally related parties, are set out below:
| Option1 holdings of keymanagement personnel | Balance1.7.2019 | Granted ascompensation | Net ChangeOther | Balance30.6.2020 | Number ofOptionsVested and |
|---|---|---|---|---|---|
| Options | Options | Options | Options | Exercisable | |
| Directors | |||||
| Mr G Stevens2 | 17,852,765 | - | - | 17,852,765 | - |
| Mr B Mondello2 | 10,893,750 | - | - | 10,893,750 | - |
| Mr P Re | - | - | - | - | - |
| Mr J Hart2 | 13,625,000 | - | - | 13,625,000 | - |
| Mr F Coovadia | - | - | - | - | - |
| Total | 42,371,515 | - | - | 42,371,515 | - |
-
The listed options have an exercise price of $0.02 and an expiry date of 18 April 2021.
-
As a vendor of EGS, these listed options were issued as consideration for the acquisition of EGS.
Table 5: Performance-based remuneration (consolidated)
No performance shares were granted to directors or other Key Management Personnel during the financial year.
During the previous year, performance shares were granted to the following Directors and other key management personnel as part of their performance- based remuneration and are still on issue as at reporting date:
| Performancebasedremuneration(consolidated) | Balance1.7.2019No. ofperformanceshares | No. ofperformanceshares disposed | Balance30.6.2020No. ofperformanceshares | Performanceshares Class | Fair value ofperformanceshares* |
|---|---|---|---|---|---|
| Directors | |||||
| Mr G Stevens | 4,240,032 | (4,240,032) | - | Class A | - |
| 4,240,032 | (4,240,032) | - | Class B | - | |
| 4,240,032 | (4,240,032) | - | Class C | - | |
| 12,720,096 | (12,720,096) | - | |||
| Mr B Mondello | 1,784,624 | (1,784,624) | - | Class A | - |
| 1,784,624 | (1,784,624) | - | Class B | - | |
| 1,784,624 | (1,784,624) | - | Class C | - | |
| 5,353,872 | (5,353,872) | - | |||
| Mr J Hart | 2,166,667 | (2,166,667) | - | Class A | - |
| 2,166,667 | (2,166,667) | - | Class B | - | |
| 2,166,667 | (2,166,667) | - | Class C | - | |
| 6,500,001 | (6,500,001) | - | |||
| Total | 24,573,969 | (24,573,969) | - |
* In relation to each class of performance shares, the Directors have assessed the probability of meeting the non-market based conditions as 0%. Accordingly, no amount in relation to these performance shares has been recognised in the Statement of Profit or Loss and Other Comprehensive Income or in the remuneration disclosures for Directors and key management personnel.
The vesting conditions attached to each class of performance share were as follows:
Class A: Attainment of a net cumulative player position of 25,000; and Share price of $0.04 based upon a 10 day volume weighted average price.
Class B: Attainment of a net cumulative player position of 50,000; and Share price of $0.06 based upon a 10 day volume weighted average price.
Class C: Attainment of a net cumulative player position of 75,000; and Share price of $0.08 based upon a 10 day volume weighted average price.
During the year, all the Performance Shares lapsed in accordance with the terms of their issue.
Related party transactions with key management personnel
Related party transactions with key management personnel, not including those already disclosed in this remuneration report, are as follows:
| 2020 | 2019 | |
|---|---|---|
| $ | $ | |
| Technical consultancy services fees paid to Indomain Enterprises Pty Ltd– an entity associated with Mr B Mondello | 60,000 | 60,000 |
| Software development fees paid to Technobrave Pty Ltd*, a subsidiary of Vection TechnologiesLimited. Mr B Mondello is a director of Vection Technologies Limited. | 215,000 | 388,700 |
| Legal consulting fees paid to Hartness Consulting Pty Ltd– an entity associated with Mr J Hart | 24,000 | 24,000 |
| Accounting, bookkeeping and corporate advisory fees, paid to Regency Corporate Pty Ltd– an entity associated with Mr P Re | 120,460 | 124,460 |
*The engagement with Technobrave Pty Ltd ceased post year end.
[END OF REMUNERATION REPORT]
Signed in accordance with a resolution of the Board of Directors made pursuant to s.298(2) of the Corporations Act 2001 (Cth).
BERT MONDELLO Chairman
Dated this 31st day of August 2020.

Criterion Audit Pty Ltd ABN 85 165 181 822 PO Box 2138 SUBIACO WA 6904 Suite 1 GF, 437 Roberts Road SUBIACO WA 6008
Phone: 6380 2555 Fax: 9381 1122
To The Board of Directors
As lead audit director for the audit of the financial statements of Emerge Gaming Limited and Controlled Entity for the financial year ended 30 June 2020, I declare that to the best of my knowledge and belief, there have been no contraventions of:
- the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
- any applicable code of professional conduct in relation to the audit.
Yours faithfully
ELIZABETH LOUWRENS CA Director
CRITERION AUDIT PTY LTD
DATED at PERTH this 31st day of August 2020


Criterion Audit Pty Ltd ABN 85 165 181 822 PO Box 2138 SUBIACO WA 6904 Suite 1 GF, 437 Roberts Road SUBIACO WA 6008
Phone: 6380 2555 Fax: 9381 1122
To the Members of Emerge Gaming Limited
Report on the Audit of the Financial Report
Opinion
We have audited the accompanying financial report of Emerge Gaming Limited and Controlled Entity , which comprises the consolidated statement of financial position as at 30 June 2020, and the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and th
In our opinion, the accompanying consolidated financial report of Emerge Gaming Limited is in accordance with the Corporations Act 2001, including:
- a) giving a true and fair view of the Consolidated Entity financial position as at 30 June 2020 and of its performance for the year ended on that date; and
- b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the
directors of the Company, would be in the same terms if given to the directors as at We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Other Information
The directors are responsible for the other information. The other information comprises the information included in the Company ear ended 30 June 2020, but does not include the financial report an report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
ponsibility for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the

directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
lities for the Audit of the Financial Report
Our responsibility is to express an opinion on the financial report based on our audit. Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to iss ncludes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company ntrol.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
- Conclude on the appropriateness of the nd, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Consolidated Entity oing concern. If we conclude that a material uncertainty report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of o ay cause the Consolidated Entity to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remu report for the year ended 30 June 2020.
In our opinion, the Remuneration Report of the Company, for the year ended 30 June 2020, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with s 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.
CRITERION AUDIT PTY LTD
ELIZABETH LOUWRENS CA
Director DATED at PERTH this 31st day of August 2020

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2020
| 2020 | 2019 | ||
|---|---|---|---|
| Notes | $ | $ | |
| Continuing Operations | |||
| Revenue from operating activities | 3(a) | - | 102,579 |
| Other income | 3(a) | 31,095 | 192,454 |
| Total income - continuing operations | 31,095 | 295,033 | |
| Operating expenses | (26,987) | (28,925) | |
| Foreign exchange gain/ (loss) | 1,240 | (5,038) | |
| Administration expenses | (145,518) | (264,579) | |
| Consulting expenses | 3(b) | (782,445) | (790,577) |
| Depreciation and amortisation | (2,173) | (2,642) | |
| Finance costs | (263) | (123,796) | |
| Impairment | 3(c) | 100 | (898,443) |
| Research and development | (287,353) | (590,349) | |
| Marketing expenses | (26,318) | (475,670) | |
| Professional expenses | 3(d) | (53,099) | (68,624) |
| Total Expenses | (1,322,816) | (3,248,643) | |
| (Loss)/Profit before income tax | (1,291,721) | (2,953,610) | |
| Income tax expense | 4 | - | - |
| (Loss)/Profit after income tax for the year | (1,291,721) | (2,953,610) | |
| Other comprehensive income, net of income tax | - | - | |
| Total comprehensive (loss)/ profit for the year | (1,291,721) | (2,953,610) | |
| Profit/ (Loss) attributable to: | |||
| Members of the parent | (1,291,721) | (2,953,610) | |
| Non-controlling interest | - | - | |
| (1,291,721 | (2,953,610) | ||
| Total comprehensive income/(loss) attributable to: | |||
| Members of the parent | (1,291,721) | (2,953,610) | |
| Non-controlling interest | - | - | |
| (1,291,721) | (2,953,610) | ||
| Earnings per share | |||
| From continuing operations | |||
| Basic earnings/ (loss) per share (cents per share) | 5 | (0.20) | (0.49) |
| Diluted earnings/ (loss) per share (cents per share) | 5 | (0.20) | (0.49) |
The accompanying notes form part of this Consolidated Statement of Profit or Loss and Other Comprehensive Income.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2020
| 2020 | 2019 | ||
|---|---|---|---|
| Notes | $ | $ | |
| Current Assets | |||
| Cash and cash equivalents | 6 | 1,991,671 | 3,181,897 |
| Trade and other receivables | 7 | 46,362 | 63,985 |
| Total Current Assets | 2,038,033 | 3,245,882 | |
| Non-current Assets | |||
| Property, plant and equipment | 8 | 2,936 | 5,109 |
| Intangible assets | 9 | - | - |
| Total Non-current Assets | 2,936 | 5,109 | |
| Total Assets | 2,040,969 | 3,250,991 | |
| Current Liabilities | |||
| Trade and other payables | 10 | 256,668 | 217,489 |
| Total Current Liabilities | 256,668 | 217,489 | |
| Total Liabilities | 256,668 | 217,489 | |
| Net Assets | 1,784,301 | 3,033,502 | |
| Equity | |||
| Issued capital | 11 | 60,695,153 | 60,672,633 |
| Reserves | 12(a) | 2,207,634 | 2,187,634 |
| Accumulated losses | 12(b) | (61,118,486) | (59,826,765) |
| Total equity | 1,784,301 | 3,033,502 |
The accompanying notes form part of this Consolidated Statement of Financial Position.
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2020
| 2020 | 2019 | ||
|---|---|---|---|
| Notes | $ | $ | |
| Cash flows from operating activities | |||
| Receipts from customers | - | 102,579 | |
| Payments to suppliers and employees | (1,240,043) | (2,404,869) | |
| Interest received / (paid) | 29,384 | 41,123 | |
| Finance costs | - | - | |
| Other receipts | 19,173 | 207,676 | |
| Net cash used in operating activities | 6(a) | (1,191,486) | (2,053,491) |
| Cash flows from investing activities | |||
| Purchase of plant and equipment | - | (7,751) | |
| Net cash (used in) / provided by investing activities | - | (7,751) | |
| Cash flows from financing activities | |||
| Proceeds from issue of fully paid shares | 11 | 20 | 1,800,019 |
| Payment of transaction costs | - | (108,000) | |
| Proceeds from / (repayment of) borrowing | - | (50,000) | |
| Net cash provided by financing activities | 20 | 1,642,019 | |
| Net increase/(decrease) in cash and cash equivalents | (1,191,466) | (419,223) | |
| Cash and cash equivalents at the beginning of the year | 3,181,897 | 3,606,158 | |
| Effects of exchange rate changes | 1,240 | (5,038) | |
| Cash and cash equivalents at the end of the year | 6 | 1,991,671 | 3,181,897 |
The accompanying notes form part of this Consolidated Statement of Cash Flows.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2020
| Issued | Accumulated | Option | Total | ||
|---|---|---|---|---|---|
| Notes | Capital$ | Losses$ | Reserve$ | Equity$ | |
| Balance at 30 June 2018 | 11,12 | 58,880,614 | (56,873,155) | 1,921,667 | 3,929,126 |
| Loss for the year | - | (2,953,610) | - | (2,953,610) | |
| Total comprehensive loss for the year | - | (2,953,610) | - | (2,953,610) | |
| Transactions with owners in theircapacity as ownersContribution of equity, net of | |||||
| transaction costs | 11 | 1,552,019 | - | - | 1,552,019 |
| Recognition of share-based payments | 11,12 | 240,000 | - | 265,967 | 505,967 |
| Balance at 30 June 2019 | 11,12 | 60,672,633 | (59,826,765) | 2,187,634 | 3,033,502 |
| Loss for the year | - | (1,291,721) | - | (1,291,721) | |
| Total comprehensive loss for the yearTransactions with owners in theircapacity as ownersContribution of equity, net of | - | (1,291,721) | - | (1,291,721) | |
| transaction costs | 11 | 20 | - | - | 20 |
| Recognition of share-based payments | 11,12 | 22,500 | - | 20,000 | 42,500 |
| Balance at 30 June 2020 | 11,12 | 60,695,153 | (61,118,486) | 2,207,634 | 1,784,301 |
The accompanying notes form part of this Consolidated Statement of Changes in Equity.
1 CORPORATE INFORMATION
The financial report of Emerge Gaming Limited and its Controlled Entity (the Group) for the year ended 30 June 2020 was authorised for issue in accordance with a resolution of the directors on 31 August 2020.
Emerge Gaming Limited which is the ultimate parent company, is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The nature of the operations and principal activities of the Group was development of an online eSport gamification platform.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Preparation
The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and applicable Australian Accounting Standards.
The consolidated financial statements have been prepared on the basis of historical cost as explained in the accounting policies below. Historical cost is generally based on the fair values of the consideration given in exchange for goods and services. All amounts are presented in Australian dollars, unless otherwise noted. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of AASB 2, leasing transactions that are within the scope of AASB 117, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in AASB 2 or value in use in AASB 136.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
- Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
- Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
- Level 3 inputs are unobservable inputs for the asset or liability.
For the purpose of preparing the financial statements, the consolidated entity is a for-profit entity.
(b) New Standards and Interpretations Adopted
Standards and Interpretations applicable to 30 June 2020
In the year ended 30 June 2020, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Company and effective for the current annual reporting period.
As a result of this review, the Directors have determined that there is no material impact of the new and revised Standards and Interpretations on the Company and, therefore, no material change is necessary to Group accounting policies.
Standards and Interpretations in issue not yet adopted
The Directors have also reviewed all Standards and Interpretations in issue but not yet adopted for the year ended 30 June 2020. As a result of this review the Directors have determined that there is no material impact, of the Standards and Interpretations in issue but not yet adopted on the Group and, therefore, no change is necessary to Group accounting policies.
(c) Basis of consolidation
The consolidated financial statements comprise the financial statements of Emerge Gaming Limited and its entity controlled by Emerge Gaming Limited (its subsidiary).
Control is achieved when the Company:
- has power over the investee;
- is exposed, or has rights, to variable returns from its involvement with the investee; and
- has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. All inter-company balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.
Subsidiaries are consolidated from the date on which control is transferred to the group and cease to be consolidated from the date on which control is transferred out of the Group. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between:
- The aggregate of the fair value of the consideration received and the fair value of any retained interest; and
- The previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any noncontrolling interests.
All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit and loss or transferred to another category of equity as specified/permitted by the applicable AASBs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under AASB 139, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
(d) Foreign currency translation
Both the functional and presentation currency of Emerge Gaming Limited and its Australian subsidiaries is Australian dollars ($AUD). Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the statement of financial position date.
All differences in the consolidated financial report are taken to the statement of profit or loss and other comprehensive income with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in the statement of profit or loss and other comprehensive income.
Tax charges and credits attributable to exchange differences on those borrowings are also recognised in equity.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
(d) Foreign currency translation (continued)
As at the reporting date the assets and liabilities of overseas subsidiaries are translated into the presentation currency of Emerge Gaming Limited at the rate of exchange ruling at the statement of financial position date and the statements of profit or loss and other comprehensive income are translated at the weighted average exchange rates for the year. The exchange differences arising on the retranslation are taken directly to a separate component of equity.
On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the statement of profit or loss and other comprehensive income.
(e) Cash and cash equivalents
Cash and short-term deposits in the statement of financial position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
(f) 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.
(g) Property, plant and equipment
Leasehold improvements, buildings and plant and equipment are stated at cost less accumulated depreciation and any impairment losses recognised.
Depreciation is calculated on a diminishing value basis over the estimated useful life of the asset as follows: Plant and equipment - over 3 to 10 years
Impairment
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cashgenerating unit to which the asset belongs. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount.
The recoverable amount of plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Impairment losses are recognised in the statement of profit or loss and other comprehensive income.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued used of the asset.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the statement of profit or loss and other comprehensive income in the period the item is derecognised.
(h) Recoverable amount of assets
At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.
Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset's value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
(i) Trade and other payables
Trade and other payables are carried at amortised cost and due to their short term nature they are not discounted. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition.
(j) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of profit or loss and other comprehensive income net of any reimbursement.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
(k) Loans and borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received.
After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement.
(l) Contributed equity
Ordinary share capital is recognised at the fair value of the consideration received. Any transaction costs arising on the issue of shares are recognised directly in equity as a reduction of the share proceeds received.
(m) Share-based payment transactions
The Group provides remuneration to employees (including directors) of the Group in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares ('equity-settled transactions').
The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Emerge Gaming Limited ('market conditions').
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ('vesting date').
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects -
- (i) the extent to which the vesting period has expired, and
- (ii) the number of awards that, in the opinion of the directors of the Group, will ultimately vest.
This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share (see Note 5).
(n) Revenue
The Group recognises revenue when it transfers control of a product or service to a customer and the cost incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue is recognised at an amount that reflects the consideration to which the group is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the group 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.
(n) Revenue (continued)
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.
Sponsorship, marketing and advertising services revenue
Sponsorship, marketing and advertising services revenue is recognised at a point in time which the services have been provided and where the amount can be reliably estimated and is considered recoverable.
All revenue is stated net of the amount of goods and services tax (GST).
Government Incentives Received
Incentives received for research and development and other tax initiatives are recognised as revenue in the period in which they are received.
(o) Income tax
In principle, deferred income tax is provided on all temporary differences at the statement of financial position date between the tax bases of assets and liabilities and their carrying amounts for the financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences:
- except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
- in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax losses can be utilised:
- except where the deferred income tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
- in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences
will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the statement of profit or loss and other comprehensive income.
(p) Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions to the instrument. For financial assets, this is the date that the Group commits itself to either the purchase or sale of the asset (ie trade date accounting is adopted).
Financial instruments (except for trade receivables) are initially measured at fair value plus transaction costs, except where the instrument is classified "at fair value through profit or loss", in which case transaction costs are expensed to profit or loss immediately. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.
Trade receivables are initially measured at the transaction price if the trade receivables do not contain a significant financing component or if the practical expedient was applied as specified in AASB 15.63.
Classification and subsequent measurement
Financial liabilities
Financial instruments are subsequently measured at:
- amortised cost; or
- fair value through profit or loss.
A financial liability is measured at fair value through profit and loss if the financial liability is:
- a contingent consideration of an acquirer in a business combination to which AASB 3: Business Combinations applies;
- held for trading; or
- initially designated as at fair value through profit or loss.
All other financial liabilities are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest expense in profit or loss over the relevant period. The effective interest rate is the internal rate of return of the financial asset or liability. That is, it is the rate that exactly discounts the estimated future cash flows through the expected life of the instrument to the net carrying amount at initial recognition.
A financial liability is held for trading if:
- it is incurred for the purpose of repurchasing or repaying in the near term;
- part of a portfolio where there is an actual pattern of short-term profit taking; or
- a derivative financial instrument (except for a derivative that is in a financial guarantee contract or a derivative that is in an effective hedging relationships).
Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship are recognised in profit or loss.
The change in fair value of the financial liability attributable to changes in the issuer's credit risk is taken to other comprehensive income and are not subsequently reclassified to profit or loss. Instead, they are transferred to retained earnings upon derecognition of the financial liability. If taking the change in credit risk in other comprehensive income enlarges or creates an accounting mismatch, then these gains or losses should be taken to profit or loss rather than other comprehensive income.
A financial liability cannot be reclassified.
Financial assets
Financial assets are subsequently measured at:
- amortised cost;
- fair value through other comprehensive income; or
- fair value through profit or loss.
(p) Financial instruments (continued)
Measurement is on the basis of two primary criteria:
- the contractual cash flow characteristics of the financial asset; and
- the business model for managing the financial assets.
A financial asset that meets the following conditions is subsequently measured at amortised cost:
- the financial asset is managed solely to collect contractual cash flows; and
- the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates.
A financial asset that meets the following conditions is subsequently measured at fair value through other comprehensive income:
- the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates;
- the business model for managing the financial assets comprises both contractual cash flows collection and the selling of the financial asset.
By default, all other financial assets that do not meet the measurement conditions of amortised cost and fair value through other comprehensive income are subsequently measured at fair value through profit or loss.
The Group initially designates a financial instrument as measured at fair value through profit or loss
- if:
- it eliminates or significantly reduces a measurement or recognition inconsistency (often referred to as "accounting mismatch") that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases;
- it is in accordance with the documented risk management or investment strategy, and information about the groupings was documented appropriately, so that the performance of the financial liability that was part of a Group of financial liabilities or financial assets can be managed and evaluated consistently on a fair value basis;
- it is a hybrid contract that contains an embedded derivative that significantly modifies the cash flows otherwise required by the contract.
The initial designation of the financial instruments to measure at fair value through profit or loss is a one-time option on initial classification and is irrevocable until the financial asset is derecognised.
Equity instruments
At initial recognition, as long as the equity instrument is not held for trading and not a contingent consideration recognised by an acquirer in a business combination to which AASB 3:Business Combinations applies, the Group has the option to make an irrevocable election to measure any subsequent changes in fair value of the equity instruments in other comprehensive income, while the dividend revenue received on underlying equity instruments investment will still be recognised in profit or loss. The Group currently has no equity instrument financial assets.
Regular way purchases and sales of financial assets are recognised and derecognised at settlement date in accordance with the Group's accounting policy.
Derecognition
Derecognition refers to the removal of a previously recognised financial asset or financial liability from the statement of financial position.
Derecognition of financial liabilities
A liability is derecognised when it is extinguished (ie when the obligation in the contract is discharged, cancelled or expires). An exchange of an existing financial liability for a new one with substantially modified terms, or a substantial modification to the terms of a financial liability is treated as an extinguishment of the existing liability and recognition of a new financial liability.
The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
(p) Financial instruments (continued)
Derecognition of financial assets
A financial asset is derecognised when the holder's contractual rights to its cash flows expires, or the asset is transferred in such a way that all the risks and rewards of ownership are substantially transferred.
All of the following criteria need to be satisfied for derecognition of financial asset:
- the right to receive cash flows from the asset has expired or been transferred;
- all risk and rewards of ownership of the asset have been substantially transferred; and
- the Group no longer controls the asset (ie the Group has no practical ability to make a unilateral decision to sell the asset to a third party).
On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
On derecognition of a debt instrument classified as at fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is reclassified to profit or loss.
On derecognition of an investment in equity which was elected to be classified under fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings.
Impairment
The Group recognises a loss allowance for expected credit losses on:
- financial assets that are measured at amortised cost or fair value through other comprehensive income;
- contract assets (eg amounts due from customers under service contracts);
- loan commitments that are not measured at fair value through profit or loss; and
- financial guarantee contracts that are not measured at fair value through profit or loss.
Loss allowance is not recognised for:
- financial assets measured at fair value through profit or loss; or
- equity instruments measured at fair value through other comprehensive income.
Expected credit losses are the probability-weighted estimate of credit losses over the expected life of a financial instrument. A credit loss is the difference between all contractual cash flows that are due and all cash flows expected to be received, all discounted at the original effective interest rate of the financial instrument.
The Group uses the following approach to impairment, as applicable under AASB 9: Financial Instruments:
-
- the simplified approach
Simplified approach
The simplified approach does not require tracking of changes in credit risk at every reporting period, but instead requires the recognition of lifetime expected credit loss at all times. This approach is applicable to:
-
- trade receivables or contract assets that result from transactions within the scope of AASB 15: Revenue from Contracts with Customers and which do not contain a significant financing component
In measuring the expected credit loss, a provision matrix for trade receivables is used taking into consideration various data to get to an expected credit loss (ie diversity of customer base, appropriate groupings of historical loss experience, etc).
Recognition of expected credit losses in financial statements
At each reporting date, the Group recognises the movement in the loss allowance as an impairment gain or loss in the statement of profit or loss and other comprehensive income. The carrying amount of financial assets measured at amortised cost includes the loss allowance relating to that asset.
(q) Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
- where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
- receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. Cash flows are included in the Cash Flow statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
(r) Employee entitlements
Provision is made for the Company's liability for employee benefits arising from services rendered by employees at balance date. Employee benefits expected to be settled within one year, together with entitlements arising from wages and salaries, annual leave and sick leave, which will be settled within one year, have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. Contributions are made by the entity to employee superannuation funds and are charged as expenses when incurred.
(s) Segment information
Operating segments have been identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance. The chief operating decision maker has been identified as the board of directors of the Company.
(t) Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.
Intellectual property
Significant costs associated with intellectual property are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite life of 5 years.
Software
Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite life of 5 - 6 years.
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset
(t) Intangible assets (continued)
using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
(u) Financial risk management policy
Details of the Group's financial risk management policy are set out in Note 21.
(v) Compound financial instruments
The Group evaluates the terms of any financial instrument to determine whether it contains both a liability and an equity component. The separate components of a financial instrument that create a financial liability and grant an option to the holder of the instrument to convert it into an equity instrument are recognised separately on the statement of financial position.
(w) Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
(x) Research and development costs
Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset only when the Group can demonstrate:
- The technical feasibility of completing the intangible asset so that the asset will be available for use or sale;
- Its intention to complete and its ability and intention to use or sell the asset;
- How the asset will generate future economic benefits;
- The availability of resources to complete the asset; and
- The ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is completed and the asset is available for use. It is amortised over the period of expected future benefit. Amortisation is recorded in the statement of profit and loss. During the period of development, the asset is tested for impairment annually.
(y) Critical accounting judgements and key sources of estimation uncertainty
In the application of Australian Accounting Standards management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgments. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years.
Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is reported.
Share-based payments
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying
(y) Critical accounting judgements and key sources of estimation uncertainty (continued)
amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Refer to notes 11 and 12 for details of inputs utilised in calculating the fair value of the equity instrument.
Estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.
Goodwill and other indefinite life intangible assets
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 2(t). The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions, including estimated pre-tax discount rates based on the current cost of capital and growth rates of the estimated future cash flows.
Income tax
The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on the Group's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.
3 REVENUES, OTHER INCOME AND EXPENSES
| Revenue and expenses from continuing operations | 2020 | 2019 |
|---|---|---|
| $ | $ | |
| (a) Revenue | ||
| Revenue from operating activities | - | 102,579 |
| Other income | ||
| Interest received | 31,095 | 52,471 |
| Research and development tax credit | - | 139,983 |
| Total revenue | 31,095 | 295,033 |
| (b) Consulting | ||
| Accounting and company secretarial | (664,148) | (518,475) |
| General consultancy | (118,297) | (272,102) |
| Total Consulting expenses | (782,445) | (790,577) |
| (c) Impairment expenses | ||
| Impairment of goodwill/intangible asset from acquisition (Note 9) | - | (898,443) |
| Other impairment expenses | 100 | - |
| Total Impairment expenses | 100 | (898,443) |
| (d) Professional expenses | ||
| Audit fees | (32,150) | (21,500) |
| Legal fees | (12,449) | (18,877) |
| Tax and other professional fees | (8,500) | (28,247) |
| Total Professional expenses | (53,099) | (68,624) |
4 INCOME TAX
Major components of income tax expense for the years ended 30 June 2020 and
| 30 June 2019 are: | 2020 | 2019 |
|---|---|---|
| $ | $ | |
| Income statement | ||
| Current income | ||
| Current income tax charge (benefit) | - | - |
| Adjustment in respect of previous current income tax | - | - |
| Income tax expenses (benefit) reported in income statement | - | - |
A reconciliation of income tax expenses (benefit) applicable to accounting profit before income tax at the statutory income tax rate to income tax expense at the company's effective income tax rate for the years ended 30 June 2019 and 2018 is as follows:
| Accounting profit (loss) before tax from continuing operations | (1,291,721) | (2,953,610) |
|---|---|---|
| Accounting profit (loss) before income tax | (1,291,721) | (2,953,610) |
| At the statutory income tax rate 30% (2019: 27.5%) | (387,516) | (812,243) |
| Add: | ||
| Accounting impairments | - | 247,072 |
| Non-deductible expenses | 529 | 1,403 |
| Share Based Payments | 12,750 | 49,766 |
| Non-assessable R&D Refund | - | (38,578) |
| Movements in other temporary differences | 31,402 | 168,348 |
| Temporary differences and losses not recognised | 342,835 | 599,870 |
| Tax losses not recognised - prior year adjustments | - | (185,938) |
| Capital raising costs in equity | - | (29,700) |
| At effective income tax rate 0% (2019: 0%) | - | - |
| 2020 | 2019 | |
| $ | $ |
Unrecognised deferred tax assets/ (liabilities)
Deferred tax assets/ (liabilities) have not been recognised in respect of the following
| Unrecognised deferred tax assets | 3,622,670 | 3,002,881 |
|---|---|---|
| Impaired Intellectual Property | 1,900,880 | 1,742,473 |
| Other unrecognised deferred tax assets | 264,102 | 8,387 |
| Tax amortisation of Capital raising cost | 103,614 | 139,499 |
| Tax losses | 1,354,509 | 1,114,865 |
| Accrued interest | (435) | (2,343) |
| items |
The tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not that future taxable profit will be available against which the Company can utilise the benefits.
The Group does not have any franking credits available for subsequent financial years.
5 EARNINGS PER SHARE
| 2020 | 2019 | |
|---|---|---|
| cents | cents | |
| Basic earnings per share | ||
| From continuing operations | (0.20) | (0.49) |
| From discontinued operations | - | - |
| Total basic earnings per share | (0.20) | (0.49) |
| Diluted earnings per share | ||
| From continuing operations | (0.20) | (0.49) |
| From discontinued operations | - | - |
| Total diluted earnings per share | (0.20) | (0.49) |
The following reflects the income and share date used in the basic and diluted earnings per share computations:
| 2020$ | 2019$ | |
|---|---|---|
| (a) Reconciliation of earnings used in calculating earnings per share | ||
| Loss attributable to ordinary equity holders of the Company from continuingoperations used in the calculation of basic earnings per share and diluted earnings | ||
| per share | (1,291,721) | (2,953,610) |
| Loss for the year from discontinued operations used in the calculation of basicearnings per share and diluted earnings per share from discontinued operations | - | - |
| Shares | Shares | |
| (b) Weighted average number of shares used in the denominator | ||
| Weighted average number of ordinary shares used as the denominator in calculating | ||
| basic earnings per share | 656,474,188 | 604,407,000 |
| Adjusted weighted average number of ordinary shares used in calculating diluted | ||
| earnings per share | 656,474,188 | 604,407,000 |
6 CASH AND CASH EQUIVALENTS
| 2020 | 2019 | |
|---|---|---|
| $ | $ | |
| Cash and cash equivalents | ||
| Cash at bank and in hand | 1,991,671 | 3,181,897 |
| 1,991,671 | 3,181,897 |
Cash at bank and in hand earns interest at floating rates based on daily bank rates. The fair value of cash and cash equivalents is $1,991,671 (2019: $3,181,897).
| 2020 | 2019 | |
|---|---|---|
| $ | $ | |
| Reconciliation of cash | ||
| Cash | 1,991,671 | 3,181,897 |
| (a) Reconciliation of loss from ordinary activities after income tax to net cash usedin operating activities | ||
| Operating loss after income tax | (1,291,721) | (2,953,610) |
| Adjustments for: | ||
| Depreciation and amortisation | 2,173 | 2,642 |
| Impairment | - | 898,443 |
| Share based payments | 42,500 | 240,000 |
| Interest settled via issue of options | - | 125,967 |
| Changes in assets and liabilities: | ||
| (Increase)/decrease in trade and other receivables | 17,524 | 59,174 |
| (Increase)/decrease in other assets | - | 9,664 |
| (Decrease)/increase in trade and other payables | 38,038 | (435,771) |
| Net cash used in operating activities | (1,191,486) | (2,053,491) |
7 TRADE AND OTHER RECEIVABLES
| 2020 | 2019 | |
|---|---|---|
| $ | $ | |
| Trade and other receivables | ||
| Other receivables | 22,326 | 45,040 |
| Sundry debtor | - | 10,425 |
| Prepayments | 22,587 | - |
| Accrued interest | 1,449 | 8,520 |
| 46,362 | 63,985 |
8 PROPERTY, PLANT AND EQUIPMENT
| 2020 | 2019 | |
|---|---|---|
| $ | $ | |
| Computer equipment at cost | 7,751 | 7,751 |
| Less accumulated depreciation | (4,815) | (2,642) |
| 2,936 | 5,109 | |
| Total property plant and equipment | 2,936 | 5,109 |
9 INTANGIBLE ASSETS
| 2020 | 2019 | |
|---|---|---|
| $ | $ | |
| Acquired intangible assets | 898,443 | 898,443 |
| Less provision of impairment1 | (898,443) | (898,443) |
| - | - | |
| Total intangible assets | - | - |
1.Management conducted an impairment assessment of the intangible assets resulting from the acquisition of Emerge Gaming Solutions Pty Ltd. Based on impairment indicators and relevant information such as the Company's market capitalisation, the above impairment expense was recognised.
10 TRADE AND OTHER PAYABLES
| 2020 | 2019$ | |
|---|---|---|
| $ | ||
| Trade and other payables | ||
| Trade payables | 185,066 | 153,256 |
| Accrued expenses | 71,602 | 64,233 |
| 256,668 | 217,489 |
(i) Trade payables and accruals are non-interest bearing and are normally settled on repayment terms between 7 and 30 days.
(ii) Trade payables balance includes amounts outstanding to KMP related entities as below:
| $ | ||
|---|---|---|
| Mr G Stevens and related entities | 1,553 | |
| Mr B Mondello and related entities | 44,891 | |
| Mr P Re and related entities | 12,650 | |
| Mr F Coovadia and related entities | 6,000 | |
| Mr J Hart and related entities | 9,900 | |
| Total | 74,994 | |
| 11CONTRIBUTED EQUITY | ||
| 2020 | 2019 | |
| $ | $ | |
| Ordinary shares | ||
| Ordinary shares fully paid | 62,281,260 | 62,258,740 |
Fully paid ordinary shares carry one vote per share and carry the right to dividends. Issued capital has no par value.
| 2020FULLY PAID ORDINARY SHARES | Numberof shares | $ |
|---|---|---|
| Balance at 1 July 2019 | 655,594,532 | 60,672,633 |
| Issue of shares in return for service – consultants and advisors (i) | 1,500,000 | 22,500 |
| Issue of shares in return on exercise of options | 1,020 | 20 |
| Balance at 30 June 2020 | 657,095,552 | 60,695,153 |
Less: Capital raising costs (1,586,107) (1,586,107)
i. 1,500,000 fully paid ordinary shares were issued to consultants and advisors. This expense was recognised at a price of $0.015 as at grant date.
60,695,153 60,672,633
11 CONTRIBUTED EQUITY (CONTINUED)
| 2019 | Numberof shares | $ |
|---|---|---|
| FULLY PAID ORDINARY SHARES | ||
| Balance at 1 July 2018 | 587,593,577 | 58,880,614 |
| Issue of shares under placement – sophisticated and professional investors (i) | 60,000,000 | 1,800,000 |
| Issue of shares in return for service – consultants and advisors (ii) | 8,000,000 | 240,000 |
| Issue of shares in return on exercise of options | 955 | 19 |
| Capital raising costs | - | (248,000) |
| Balance at 30 June 2019 | 655,594,532 | 60,672,633 |
ii. The Company completed a placement of 60,000,000 fully paid ordinary shares at a price of $0.03 to raise $1,800,000 before costs together with one (1) free attaching option for every two (2) shares subscribed for.
iii. 8,000,000 fully paid ordinary shares were issued to consultants and advisors. This expense was recognised at a price of $0.03 as at grant date.
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one (1) vote, and upon a poll each share is entitled to one (1) vote, in proportion to the number of and amounts paid on the shares held.
12 RESERVES AND ACCUMULATED LOSSES
| (a) Reserves | 2020 | 2019 |
|---|---|---|
| $ | $ | |
| Option reserve | 2,207,634 | 2,187,634 |
| Movements in Option reserve | 2020 | 2019 |
| $ | $ | |
| Movement in reserves were as follows: | ||
| Balance 1 July | 2,187,634 | 1,921,667 |
| Issue of options in return for service – corporate advisors (i) | - | 140,000 |
| Issue of options in satisfaction of interest on loans from third parties (ii) | - | 125,967 |
| Issue of options in return for service – corporate advisors (iii) | 20,000 | - |
| Balance 30 June | 2,207,634 | 2,187,634 |
i. 10,000,000 listed options were issued to consultants and advisors. This expense was recognised at a price of $0.014 as at grant date.
ii. 8,977,618 listed options were issued to third parties in lieu of interest on pre-listing loans provided to the Company. This expense was recognised at a price of $0.014 as at grant date.
iii. 5,000,000 listed options were issued to consultants and advisors. This expense was recognised at a price of $0.004 as at grant date.
The option issue reserve is used to record items recognised as expenses on the grant of share options.
The fair value of the equity-settled share Options granted prior to listing was estimated as at the date of grant using the Black & Scholes option pricing model taking into account the terms and conditions upon which the options were granted.
| Expected volatility (%) | 81.83% |
|---|---|
| Risk-free interest rate (%) | 2.10% |
| Expected life of Options | Three years from grant date |
| Exercise price (cents) | 2 cents |
| Grant date share price | 2 cents |
| Fair value per option | $0.0098 |
The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other features of options granted were incorporated into the measurement of fair value.
12 RESERVES AND ACCUMULATED LOSSES (CONTINUED)
| (b) Accumulated losses | 2020 | 2019 | |
|---|---|---|---|
| $ | $ | ||
| Movement in accumulated losses were as follows: | |||
| Balance 1 July | (59,826,765) | (56,873,155) | |
| Net profit/ (loss) for the year | (1,291,721) | (2,953,610) | |
| Balance 30 June | (61,118,486) | (59,826,765) |
13 INTERESTS IN CONTROLLED ENTITY
The consolidated financial statements include the financial statements of Emerge Gaming Limited and its controlled entity listed in the following table:
| Country ofIncorporation | Percentage of equity interestheld by the Group | Investment | |||
|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | ||
| % | % | $ | $ | ||
| Emerge Gaming Solutions Pty Ltd | Australia | 100 | 100 | 5,498,916 | 5,498,916 |
| 5,498,916 | 5,498,916 |
Emerge Gaming Limited is the ultimate Australian parent entity and ultimate parent of the Group.
Emerge Gaming Solutions Pty Ltd was acquired as part of the Emerge Gaming Limited public offer.
14 EXPENDITURE COMMITMENTS
(a) Lease expenditure commitments
| 2020 | 2019 | |
|---|---|---|
| $ | $ | |
| Within one year | - | 17,923 |
| After one year but not more than five years | - | - |
| - | 17,923 |
The Company's office lease is contracted on a month to month basis i.e. no set contract term and has no significant make-good or other obligations
(b) Bank guarantee
There are no bank guarantees of the Group at 30 June 2020.
(c) Capital Commitments
There are no capital commitments of the Group at 30 June 2020.
15 CONTINGENT LIABILITIES AND CONTINGENT ASSETS
Contingent Liabilities
The Group did not have any contingent liabilities as at Balance Date.
16 SUBSEQUENT EVENTS
No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.
17 REMUNERATION OF AUDITORS
The auditor of Emerge Gaming Limited is Criterion Audit Pty Ltd ("Criterion").
| 2020 | 2019 | |
|---|---|---|
| $ | $ | |
| Amounts received or due and receivable by Criterion for: | ||
| An audit or review of the financial report of the entity and any other entity in | ||
| the Group | 31,400 | 21,500 |
| 31,400 | 21,500 |
18 RELATED PARTY DISCLOSURES
The following table provides the total amount of transactions which have been entered into with related parties for the relevant financial year:
| 2020 | 2019 | |
|---|---|---|
| $ | $ | |
| Technical consultancy services fees paid to Indomain Enterprises Pty Ltd– an entity associated with Mr B Mondello | 60,000 | 60,000 |
| Software development fees paid to Technobrave Pty Ltd*, a subsidiary of Vection TechnologiesLimited. Mr B Mondello is a director of Vection Technologies Limited. | 215,000 | 388,700 |
| Legal consulting fees paid to Hartness Consulting Pty Ltd– an entity associated with Mr J Hart | 24,000 | 24,000 |
| Accounting, bookkeeping and corporate advisory fees, paid to Regency Corporate Pty Ltd– an entity associated with Mr P Re | 120,460 | 124,460 |
*The engagement with Technobrave Pty Ltd ceased post year end.
19 KEY MANAGEMENT PERSONNEL COMPENSATION
(a) Details of key management personnel
| Mr Gregory Stevens | Chief Executive Officer, Executive Director |
|---|---|
| Mr Bert Mondello | Non-Executive Chairman |
| Mr Philip Re | Non-Executive Director |
| Mr Jonathan Hart | Non-Executive Director |
| Mr Firdhose Coovadia | Non-Executive Director |
19 KEY MANAGEMENT PERSONNEL COMPENSATION (CONTINUED)
(b) Compensation of key management personnel
The aggregate compensation made to directors and other members of key management personnel of the Group is set out below:
| 2020$ | 2019$ | |
|---|---|---|
| Short-term employee benefitsPost-employment benefits | 324,000- | 308,000- |
| Share-based payments | 22,500 | - |
| 346,500 | 308,000 |
(c) Other transactions with key management personnel
Refer to Note 18 regarding other transactions with key management personnel to the Company.
20 SEGMENT INFORMATION
An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes start-up operations which are yet to earn revenues. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the board of directors. During the year the Company only operated in one segment and that was the development of the ArcadeX online gaming platform.
21 FINANCIAL INSTRUMENTS
(a) Financial risk management policy
The Group's management of financial risk is aimed at ensuring net cash flows are sufficient to:
- meet all financial commitments as and when they fall due, and
- maintain the capacity to fund its forecast project development and exploration strategies.
The Group continually monitors and tests its forecast financial position against these criteria. The Group's principal financial instruments comprise cash and short-term deposits. The main purpose of these financial instruments is to raise finance for the Group operations. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. It is, and has been throughout the period under review, the Group's policy that no trading in financial instruments shall be undertaken.
The main risks arising from the Group's financial instruments presently are interest rate risk, foreign currency risk, credit risk, security risk and liquidity risk.
The Group uses different methods to measure and manage different types of risks to which it is exposed. These include monitoring levels of exposure to interest rate and foreign exchange risk and assessments of market forecasts for interest rate, foreign exchange and commodity prices. Ageing analyses and monitoring of specific credit allowances are undertaken to manage credit risk. Liquidity risk is monitored through the development of future rolling cash flow forecasts.
21 FINANCIAL INSTRUMENTS (CONTINUED)
(b) Interest rate risk
The following table sets out the carrying amount of the financial instruments exposed to interest rate risk:
| 2020$ | 2019$ | |
|---|---|---|
| Financial assets | ||
| Interest bearing | ||
| Cash at bank | 1,000,000 | 2,000,000 |
| Weighted average interest rate | 1.26% | 2.35% |
| Non-interest bearing | ||
| Cash at bank | 991,671 | 1,181,897 |
| Trade receivables | 22,324 | 55,465 |
| 2,013,995 | 3,237,362 | |
| Financial liabilities | ||
| Non-interest bearing | ||
| Trade and other payables | 256,668 | 217,489 |
The following table summarises the sensitivity of financial assets held at balance date to interest rate risk, following a movement of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below.
| Consolidated Post-tax gain (loss)/ equity increase (decrease) | 2020 | 2019 |
|---|---|---|
| $ | $ | |
| +1% (100 basis points) | 10,000 | 20,000 |
(c) Fair values
Set out below is a comparison by category of carrying amounts and fair values of all of the Group's financial instruments recognised in the financial statements.
| Carrying Amount | Fair Value | |||
|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |
| $ | $ | $ | $ | |
| Financial assets | ||||
| Cash | 1,991,671 | 3,181,897 | 1,991,671 | 3,181,897 |
| Trade and other receivables – current | 22,324 | 55,465 | 22,324 | 55,465 |
| Financial liabilities | ||||
| Trade and other payables | 256,668 | 217,489 | 256,668 | 217,489 |
Cash, cash equivalents and security deposits: The carrying amount approximates fair value because of their short term to maturity.
Trade receivables and trade creditors: The carrying amount approximates fair value.
21 FINANCIAL INSTRUMENTS (CONTINUED)
| Fair value hierarchy as at 30 June 2020 | |||||
|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | ||
| $ | $ | $ | $ | ||
| Financial assets | |||||
| Cash | 1,991,671 | - | - | 1,991,671 | |
| Trade and other receivables – current | - | 22,324 | - | 22,324 | |
| Total | 1,991,671 | 22,324 | - | 2,013,995 | |
| Financial liabilities | |||||
| Trade and other payables | - | 256,668 | - | 256,668 | |
| Total | - | 256,668 | - | 256,668 |
(d) Credit risk
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents, and trade and other receivables. The Group's exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments.
The Group does not hold any credit derivatives to offset its credit exposure.
In addition, receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is not significant.
There are no significant concentrations of credit risk within the Group.
(e) Liquidity risk
The Group's liquidity position is managed to ensure sufficient funds are available to meet financial commitments in a timely and cost-effective manner.
The Company continually reviews its liquidity position including cash flow forecast to determine the forecast liquidity position and maintain appropriate liquidity levels.
In addition to commitment disclosure in Note 14, the table below reflects the contractual maturity of financial instruments as at 30 June. Cash flows for financial instruments are presented on an undiscounted basis.
| Aging analysis between | Currency of payables | ||||||
|---|---|---|---|---|---|---|---|
| 2020 | Total | <30 days | 30-60 days | >60 days | AUD | ZAR | EUR |
| $ | $ | $ | $ | $ | $ | $ | |
| Cash&cashequivalents | (1,991,671) | (991,671) | (500,000) | (500,000) | - | - | - |
| Trade and otherreceivables | (22,324) | (22,324) | - | - | - | - | - |
| Trade and otherpayables | 256,668 | 256,668 | - | - | 229,930 | 11,953 | 14,785 |
| Total | (1,757,327) | (757,327) | (500,000) | (500,000) | 229,930 | 11,953 | 14,785 |
| Aging analysis between | Currency of payables | ||||||
|---|---|---|---|---|---|---|---|
| 2019 | Total | <30 days | 30-60 days | >60 days | AUD | ZAR | EUR |
| $ | $ | $ | $ | $ | $ | $ | |
| Cash&cashequivalents | (3,181,897) | (1,181,897) | (2,000,000) | - | - | - | - |
| Trade and otherreceivables | (55,465) | (55,465) | - | - | - | - | - |
| Trade and otherpayables | 217,489 | 217,489 | - | - | 199,301 | 5,237 | 12,951 |
| Total | (3,019,873) | (1,019,873) | (2,000,000) | - | 199,301 | 5,237 | 12,951 |
21 FINANCIAL INSTRUMENTS (CONTINUED)
(f) Capital management policy
The Board's policy is to preserve its capital base as much as possible so as to maintain investor, creditor and market confidence and to sustain future development of the business.
There were no changes in the Group's approach to capital management during the year, other than that Group has been able to rely upon equity to finance its capital management, rather than short term debt finance.
Neither the Company nor its controlled entity are subject to externally imposed capital requirements.
(g) Foreign Exchange Risk
At 30 June 2020, the Group had no significant exposure to foreign currency. This is anticipated to change once the Group's platforms are in full operation.
(h) Equity price risk
The Group is not exposed to equity price risks arising from equity.
22 PARENT ENTITY INFORMATION
The accounting policies of the parent entity, which have been applied in determining the financial information shown below, are the same as those applied in the consolidated financial statements. Refer to Note 2 for a summary of the significant accounting policies relating to the Group.
| 2020 | 2019 | ||
|---|---|---|---|
| $ | $ | ||
| (a) Financial Position | |||
| Assets | |||
| Current assets | 1,998,001 | 3,066,379 | |
| Total assets | 1,998,001 | 3,066,379 | |
| Liabilities | |||
| Current liabilities | 162,126 | 124,251 | |
| Non-current liabilities | - | 11,232 | |
| Total liabilities | 162,126 | 135,483 | |
| Equity | |||
| Contributed equity | 60,695,154 | 60,672,634 | |
| Accumulated losses | (61,066,913) | (59,929,372) | |
| Option issue reserve | 2,207,634 | 2,187,634 | |
| Total equity | 1,835,875 | 2,930,897 | |
| (b) Financial Performance | |||
| Loss for the year | (1,137,541) | (3,486,373) | |
| Other comprehensive income | - | - | |
| Total comprehensive income | (1,137,541) | (3,486,373) |
(c) Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
At the Balance Date there are no guarantees entered into by the Parent Entity in relation to the debts of its subsidiaries (2019: Nil).
22 PARENT ENTITY INFORMATION (CONTINUED)
(d) Contingent liabilities of the parent entity
The Parent Entity did not have any contingent liabilities as at Balance Date.
(e) Commitments for capital expenditure entered into by the parent entity
The Parent Entity did not have any commitments for capital expenditure as at Balance Date.
ADDITIONAL ASX INFORMATION
NUMBER OF HOLDINGS OF EQUITY SECURITIES AS AT 31 JULY 2020
The fully paid issued capital of the Company consisted of 657,095,552 ordinary fully paid shares held by 1,293 shareholders. Each share entitles the holder to one vote.
There are 449,089,228 options over ordinary shares with an exercise price of $0.02 and expiry 3 years from issue date held by 487 optionholders. Options do not carry a right to vote. The expiry date of the Options is 18 April 2021.
DISTRIBUTION OF HOLDERS OF EQUITY SECURITIES AS AT 31 JULY 2020
| Spread of holdings | Number of holders | Number of shares | % Held |
|---|---|---|---|
| 1 - 1,000 | 104 | 26,256 | 0.00% |
| 1,001 - 5,000 | 41 | 95,925 | 0.01% |
| 5,001 - 10,000 | 12 | 98,226 | 0.01% |
| 10,001 - 100,000 | 685 | 31,987,658 | 4.87% |
| 100,001 - 9,999,999,999 | 451 | 624,887,487 | 95.10% |
| Totals | 1,293 | 657,095,552 | 100.00% |
| Unmarketable parcels | Minimum parcel size | Holders | Units |
| Minimum $500 parcel at $0.033 per unit | 15,152 | 185 | 603,183 |
| Spread of holdings | Number of holders | Number of options | % Held |
| 1 - 1,000 | 86 | 21,745 | 0.00% |
| 1,001 - 5,000 | 36 | 85,330 | 0.02% |
| 5,001 - 10,000 | 12 | 91,991 | 0.02% |
| 10,001 - 100,000 | 136 | 6,111,381 | 1.36% |
| 100,001 - 9,999,999,999 | 217 | 442,778,781 | 98.59% |
| Totals | 487 | 449,089,228 | 100.00% |
SUBSTANTIAL SHAREHOLDERS AS AT 31 JULY 2020
The names of substantial shareholders the Company is aware of from the register, or who have notified the Company in accordance with Section 671B of the Corporations Act are:
| Substantial shareholder | Number of shares | % Held |
|---|---|---|
| VBS Exchange Pty Ltd | 52,000,000 | 7.93% |
| LTL Capital Pty Ltd | 35,367,682 | 5.38% |
ADDITIONAL ASX INFORMATION
TWENTY LARGEST SHAREHOLDERS OF QUOTED EQUITY SECURITIES
TOP 20 HOLDERS OF ORDINARY FULLY PAID SHARES AS AT 31 JULY 2020
| Rank | Shareholder | Number of shares | % Held |
|---|---|---|---|
| 1 | VBS EXCHANGE PTY LTD | 52,000,000 | 7.91% |
| 2 | LTL CAPITAL PTY LTD | 35,367,682 | 5.38% |
| 3 | CITICORP NOMINEES PTY LIMITED | 22,520,341 | 3.43% |
| 4 | OTIS DEVELOPMENTS PTY LTD | 22,000,000 | 3.35% |
| 5 | GAKS INVESTMENT HOLDINGS PTY LTD | 18,314,033 | 2.79% |
| 6 | MR GREGORY STEVENS | 17,852,765 | 2.72% |
| 7 | SITUATE PTY LTD | 16,980,566 | 2.58% |
| 8 | VENTURE WORKS JDK PTY LTD | 15,285,152 | 2.33% |
| 9 | TYRRHENIAN HOLDINGS PTY LTD | 13,532,813 | 2.06% |
| 10 | MR JONATHAN HART | 13,350,000 | 2.03% |
| 11 | COMSEC NOMINEES PTY LIMITED | 13,222,012 | 2.01% |
| 12 | MR RYAN HART | 13,150,000 | 2.00% |
| 13 | HUIC NOMS PTY LTD | 11,184,678 | 1.70% |
| 14 | INDOMAIN ENTERPRISES PTY LTD | 10,893,751 | 1.66% |
| 15 | MR LUKA CIGANEK | 10,822,601 | 1.65% |
| 16 | CMC MARKETS STOCKBROKING NOMINEES PTY LIMITED | 10,006,943 | 1.52% |
| 17 | GANDEL METALS PL | 10,000,000 | 1.52% |
| 18 | LIGURIAN HOLDINGS PTY LTD | 9,985,937 | 1.52% |
| 19 | CELTIC CAPITAL PTY LTD | 9,025,000 | 1.37% |
| 20 | MR DAYLE REYNOLDS | 8,813,901 | 1.34% |
| Total | 334,308,175 | 50.88% |
ADDITIONAL ASX INFORMATION
TWENTY LARGEST OPTIONHOLDERS OF QUOTED EQUITY SECURITIES
TOP 20 HOLDERS OF OPTIONS AS AT 31 JULY 2020
| Rank | Shareholder | Number of shares | % Held |
|---|---|---|---|
| 1 | LTL CAPITAL PTY LTD | 20,019,999 | 4.46% |
| 2 | MR GREGORY STEVENS | 17,852,765 | 3.98% |
| 3 | MR LUKA CIGANEK | 16,400,186 | 3.65% |
| 4 | MR RYAN HART | 16,125,000 | 3.59% |
| 5 | TYRRHENIAN HOLDINGS PTY LTD | 15,432,814 | 3.44% |
| 6 | SITUATE PTY LTD | 13,880,566 | 3.09% |
| 6 | MR JONATHAN HART | 13,625,000 | 3.03% |
| 7 | VENTURE WORKS JDK PTY LTD | 12,555,556 | 2.80% |
| 8 | MR DEREK DECLAN BRUTON | 11,000,000 | 2.45% |
| 9 | INDOMAIN ENTERPRISES PTY LTD | 10,893,750 | 2.43% |
| 10 | TORG ADVISORS PTY LTD | 10,150,000 | 2.26% |
| 11 | GANDEL METALS PL | 10,000,000 | 2.23% |
| 12 | LIGURIAN HOLDINGS PTY LTD | 9,985,938 | 2.22% |
| 13 | SUNSET CAPITAL MANAGEMENT PTY LTD | 9,000,000 | 2.00% |
| 14 | OTIS DEVELOPMENTS PTY LTD | 9,000,000 | 2.00% |
| 15 | MR DAYLE REYNOLDS | 8,813,901 | 1.96% |
| 16 | MR EMILE ALFRED NESSIM | 8,000,000 | 1.78% |
| 16 | MR PAUL IVOR WILLIAM DAVIES | 8,000,000 | 1.78% |
| 17 | PERSHING AUSTRALIA NOMINEES PT Y LTD | 7,091,223 | 1.58% |
| 18 | MRS JOY SUZZANE KROUSSORATIS & MR JOHN KROUSSORATIS | 7,000,000 | 1.56% |
| 18 | JON PAUL RE | 7,000,000 | 1.56% |
| 19 | COMSEC NOMINEES PTY LIMITED | 6,969,473 | 1.55% |
| 20 | BERAWA PTY LTD | 6,600,000 | 1.47% |
| Total | 255,396,171 | 56.87% |
The options have an expiry date of 18 April 2021.
DIRECTORS' DECLARATION
The directors of Emerge Gaming Limited declare that:
- (a) in the directors' opinion, the financial statements and notes on pages 20 to 48, and the remuneration disclosures that are contained in the Directors' report, set out on pages 9 to 14, are in accordance with the Corporations Act 2001, including:
- i. giving a true and fair view of the Consolidated Entity's financial position as at 30 June 2020 and of its performance, for the year ended on that date; and
- ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and Corporations Regulations 2001.
- (b) in the directors' opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
The directors have been given the declarations required by Section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of the directors pursuant to Section 295(5) of the Corporations Act 2001.
Dated 31st day of August 2020.
BERT MONDELLO Chairman
