STREAMPLAY STUDIO LIMITED — Capital/Financing Update 2017

Aug 31, 2017

ARROWHEAD RESOURCES LIMITED (TO BE RENAMED ‘EMERGE GAMING LIMITED’) ACN 004 766 376 (COMPANY)

SHORT FORM PROSPECTUS

For an offer to transfer TIPL Shares to Shareholders of AR1 pursuant to a Capital Reduction by way of In-specie Distribution being the subject of the Capital Reduction Resolution in the Notice of Meeting dated 31 August 2017 and to facilitate secondary trading of those TIPL Shares.

IMPORTANT INFORMATION

This Prospectus is important and requires your immediate attention. You should read this Prospectus in its entirety and consult your professional adviser in respect of the contents of this Prospectus.

This Prospectus is a short form prospectus prepared in accordance with Section 712 of the Corporations Act. This Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type, but refers to parts of other documents lodged with the ASIC, the contents of which are therefore taken to be included in this Prospectus.

The AR1 Directors consider an investment in the TIPL Shares that will be distributed and transferred under this Prospectus and the Capital Reduction Resolution, to be speculative.

CONTENTS

1.	IMPORTANT NOTICE ..................................................................................................... 1
2.	THE OFFER ..................................................................................................................... 3
3.	NOTICE OF MEETING INFORMATION DEEMED TO BE INCORPORATED IN
	PROSPECTUS ................................................................................................................. 5
4.	ADDITIONAL INFORMATION ........................................................................................ 8
5.	AR1 DIRECTORS’ AUTHORISATION ............................................................................. 11
6.	GLOSSARY .................................................................................................................. 12

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1. IMPORTANT NOTICE

1.1 General

This Prospectus is dated 31 August 2017 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC, the ASX and their officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No TIPL Shares may be offered or transferred on the basis of this Prospectus later than 13 months after the date of this Prospectus.

This Prospectus, including the Notice of Meeting which is incorporated by reference into this Prospectus, is important and should be read in its entirety. If you do not fully understand this Prospectus or are in any doubt as to how to deal with it, you should consult your professional adviser immediately. This Prospectus does not constitute an offer in any place in which or to any person to whom it would not be lawful to make such an offer.

No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by the Company in connection with this Prospectus.

In making representations in this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to Shareholders and professional advisers whom Shareholders may consult.

Defined terms and abbreviations used in this Prospectus are explained in section 6 of this Prospectus.

1.2 Short Form Prospectus

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act. This means this Prospectus alone does not contain all the information that is generally required to satisfy the disclosure requirements of the Corporations Act. Rather, it incorporates all other necessary information by reference to information contained in the Notice of Meeting lodged with ASIC on 31 August 2017.

In referring to the Notice of Meeting, the Company:

• (a) identifies the Notice of Meeting as being relevant to the offer of TIPL Shares under this Prospectus and contains information that will provide Shareholders and their professional advisers to assist them in making an informed assessment of:

• (i) the rights and liabilities attaching to the TIPL Shares; and

• (ii) the assets and liabilities, financial position and performance, profits and losses and prospects of TIPL;

• (b) refers Shareholders and their professional advisers to section 3 of this Prospectus which summarises the material information in the Notice of Meeting deemed to be incorporated in this Prospectus;

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• (c) informs Shareholders and their professional advisers that they are able to obtain, free of charge, a copy of the Notice of Meeting by contacting the Company at its registered office during normal business hours during the period of the Offer; and

• (d) advises that the information in the Notice of Meeting will be primarily of interest to Shareholders and their professional advisers or analysts.

1.3 Exposure Period

The Corporations Act prohibits the Company from distributing and transferring the TIPL Shares to the Shareholders during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the distribution and transfer of TIPL Shares. As the General Meeting will be held on 9 October 2017, the Exposure Period will have ended by the time the In-specie Distribution occurs, assuming Shareholders approve the Capital Reduction Resolution.

This Prospectus (including the Notice of Meeting) will be made generally available during the Exposure Period by being posted on AR1's website www.arrowheadresources.com.au. A paper copy will be made available to Australian residents on request to AR1 during the Exposure Period.

1.4 Forwarding-looking statements

This Prospectus may contain forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the AR1 Directors and management. The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law. These forward looking statements are subject to various risk factors that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements.

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2. THE OFFER

2.1 Terms and Conditions of the Offer

The terms and conditions of the Offer are set out in the Notice of Meeting accompanying this Prospectus.

In broad terms, the Notice of Meeting includes the Capital Reduction Resolution pursuant to which AR1 proposes an equal reduction of capital (of an amount assessed by AR1 Directors) to be satisfied by the distribution and transfer of 136,593,414 TIPL Shares to be held by AR1 to Shareholders registered as such on the Record Date in proportion to their respective holdings of Shares as at that date.

The In-specie Distribution will only proceed if the following conditions are met:

• (a) AR1 obtains Shareholder approval for the In-specie Distribution pursuant to the Capital Reduction Resolution (Resolution 16); and

• (b) the Acquisition Agreement becoming unconditional,

(together, the Transaction Conditions )

Under ASIC Regulatory Guide 188, the issue of the Notice of Meeting with the Capital Reduction Resolution constitutes an offer by AR1 of the transfer of the TIPL Shares to be distributed and transferred to eligible Shareholders pursuant to Chapter 6D of the Corporations Act and accordingly AR1 has prepared this Prospectus to accompany the Notice of Meeting.

Shareholders should note that the In-specie Distribution of the TIPL Shares to overseas Shareholders under the Capital Reduction will be subject to legal and regulatory requirements in their relevant overseas jurisdictions. If the requirements of any jurisdiction where a Shareholder is resident are held to restrict or prohibit the distribution of securities as proposed or would impose on AR1 an obligation to prepare a prospectus or other similar disclosure document or otherwise impose on AR1 an undue burden, the TIPL Shares to which the relevant Shareholder is entitled will not in fact be issued to such Shareholders and instead will be sold by AR1 on their behalf, in order that AR1 will pay the relevant Shareholder a cash equivalent amount, or otherwise AR1 will seek to make alternative arrangements with respect to the relevant Shareholder which are reasonable in all the circumstances.

If AR1 elects to sell the TIPL Shares on a relevant Shareholder's behalf, AR1 will then account to those Shareholders for the net proceeds of sale after deducting the costs and expenses of the sale. As the return of capital is being represented and satisfied by the In-specie Distribution and security prices may vary from time to time (assuming a liquid market is available), the net proceeds of sale to such Shareholders may be more or less than the notional dollar value of the reduction of capital. It will be the responsibility of each Shareholder to comply with the laws to which they are subject in the jurisdictions in which they are resident.

2.2 Effect of the Offer on the Company

The principal effects of the Offer will be that the Company ceases to hold the 136,593,414 TIPL Shares to be distributed and transferred to the Shareholders and that the share capital of the Company will be reduced by the amount to be assessed by the AR1 Directors as the market value of such TIPL Shares.

The purpose of the Offer is set out in section 2.1 of this Prospectus.

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2.3 Action Required by Shareholders

No action is required to be taken by Shareholders under this Prospectus. Should Shareholder approval be obtained for the Capital Reduction Resolution, the Transaction Conditions are satisfied and the Capital Reduction proceeds to be implemented, then the TIPL Shares will be distributed and transferred to eligible Shareholders in accordance with the terms of the Capital Reduction Resolution and AR1's constitution, whether you voted for or against the Capital Reduction Resolution or did not vote at all (or did not attend the Meeting).

In accordance with ASIC Instrument 2017/242, no application form is required to be completed or returned to participate in the proposed distribution and transfer of TIPL Shares under the Capital Reduction and no application form is included in or accompanies this Prospectus.

If you have any queries regarding this Prospectus, please contact the Company Secretary on +61 8 9246 4483.

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3. NOTICE OF MEETING INFORMATION DEEMED TO BE INCORPORATED IN PROSPECTUS

3.1 Short Form Prospectus

This Prospectus is a short form prospectus prepared in accordance with Section 712 of the Corporations Act. This means that this Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type. However, it incorporates by reference information contained in the Notice of Meeting that has been lodged with the ASIC.

3.2 Included Information

The Notice of Meeting contains all information that Shareholders require in relation to the Capital Reduction and the Notice of Meeting in its entirety is deemed to be incorporated in this Prospectus. The material provisions of the Notice of Meeting are summarised below in section 3.3 and will primarily be of interest to Shareholders and their professional advisers or analysts.

The Notice of Meeting will be dispatched to all Shareholders with this Prospectus. In addition, the Notice of Meeting will be made generally available during the Application Period by being posted on the Company’s website (www.arrowheadresources.com.au).

3.3 Notice of Meeting - Summary of Material Provisions of Notice of Meeting

In accordance with Section 712 of the Corporations Act, set out below is a summary of the information contained in the Notice of Meeting that is deemed to be incorporated in this Prospectus to assist Shareholders and their professional advisers for the purposes of making an informed investment decision in relation to the TIPL Shares.

The sections referred to in this section 3.3 are references to sections in the Notice of Meeting.

(a) Sections 14.1 and 14.2 – Background

These sections provide a general overview of TIPL, the Legal Claims, the Funding Agreement, the Management Agreement and the Capital Reduction and In-specie Distribution.

(b) Section 14.3 – Corporate Structure

This section provides information on TIPL, its corporate structure and board of directors.

(c) Sections 14.4 and 14.5 – Background to the Legal Claims and Status

These sections give background on the Legal Claims and information on the current status of the Legal Claims.

(d) Section 14.6 – Arbitration Management Agreement

This section provides a summary of the material terms of the Management Agreement between the Company and TIPL, including the conditions precedent, management terms and indemnity.

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(e) Section 14.7 – Funding Agreement

This section provides a summary of the material terms of the conditional Funding Agreement entered into between the Company, TIPL and the Funder, including the conditions precedent and due diligence period (among other things).

(f) Sections 14.8 and 14.21 – Capital Reduction

These sections provide information on the Capital Reduction including the legal procedure required to be followed by the Company, the effect of the Capital Reduction on the Shareholders and a statement by the AR1 Directors that they believe the Capital Reduction is fair and reasonable to Shareholders as a whole and does not materially prejudice the Company’s ability to pay its creditors.

(g) Section 14.9

This section sets out the indicative timetable for the Capital Reduction.

(h) Sections 14.10 and 14.16 and Schedules 5 and 6 – Pro Forma Financial Information

These sections and schedules to the Notice of Meeting contain the unaudited pro forma statement of financial position of the Company assuming completion of the Capital Reduction (based on the statement of financial position of the Company as at 30 June 2017) and the pro forma statement of financial position for TIPL reflecting the proposed balance sheet of TIPL again assuming completion of the Capital Reduction.

(i) Section 14.11 – Advantages and Disadvantages of the Spin-Out

This section sets out further information on the principle advantages and disadvantages to Shareholders of the Capital Reduction.

(j) Section 14.12 – Failure to achieve completion of the Spin-Out

This section sets out the Company’s potential future plans in the event the Capital Reduction does not complete.

(k) Section 14.13 – TIPL Structure and Board

This section provides information on the TIPL Directors.

(l) Section 14.15 and Schedule 7

This section and schedule 7 to the Notice of Meeting set out certain of the key general and specific risk factors which may affect TIPL and the value of its Shares.

(m) Section 14.17 – Directors’ interests and Recommendations

This section sets out the number of securities in the Company held by the AR1 Directors at the date of the Notice of Meeting and the number of TIPL Shares they are likely to have an interest in assuming completion of the Capital Reduction. This section also sets out the recommendations of the AR1 Directors in respect of, the Capital Reduction.

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(n) Sections 14.19 and 14.20 – Additional Information

These sections provide additional information in respect of the Capital Reduction including the current capital structure of the Company, the proposed capital structure of TIPL assuming completion of the Capital Reduction and information in relation to the trading prices of the Shares.

(o) Section 14.23 – Effect of Shareholder approval

This section outlines the effect the Capital Reduction will have on eligible Shareholders and the treatment of overseas Shareholders.

(p) Section 14.24 – Information concerning TIPL Shares

This section gives a summary of the more significant rights attaching to the TIPL Shares to be distributed and transferred to the Shareholders pursuant to the Capital Reduction.

(q) Section 14.25 – Taxation

This section provides a general summary of the Australian taxation consequences for Shareholders who receive TIPL Shares in respect of the Capital Reduction based on applicable taxation law as at the date of the Notice of Meeting.

The summary is not intended, and should not be relied upon, as specific taxation advice to any particular Shareholder. The comments in the summary are of a general nature only, may not apply to a Shareholder’s specific circumstances and cannot be relied upon for accuracy or completeness. Each Shareholder should seek and rely on its own professional taxation advice, specific to its particular circumstances, in relation to the taxation consequences of the proposed Capital Reduction. Neither AR1, nor any of its officers or advisers, accepts liability or responsibility with respect to such consequences or the reliance of any Shareholder on any part of the summary.

A copy of the Notice of Meeting accompanies this Prospectus.

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4. ADDITIONAL INFORMATION

4.1 Interests of TIPL Directors

• Other than as set out below or elsewhere in this Prospectus or the Notice of Meeting:

• (a) no TIPL Director holds, or during the last two years before lodgement of this Prospectus with the ASIC, held, an interest in:

• (i) the formation or promotion of TIPL;

• (ii) property acquired or proposed to be acquired by TIPL in connection with its formation or promotion or the Offer; or

• (iii) the Offer; and

• (b) except as set out in section 14.6 of the Notice of Meeting, no amounts, whether in cash or Shares or otherwise, have been paid or agreed to be paid and no benefits have been given or agreed to be given to any TIPL Director, either to induce him to become, or to qualify, as a TIPL Director or otherwise for services rendered in connection with the formation or promotion of TIPL or the Offer.

4.2 Remuneration of TIPL Directors

TIPL has not paid remuneration to its Board since incorporation to the date of this Prospectus and will not pay remuneration to its Board following completion of the Capital Reduction. However as set out in section 14.6 of the Notice of Meeting, the TIPL Directors have been issued 3 Class A Preference Shares as a success fee based payment.

Following receipt of Shareholder approval for the Capital Reduction, the TIPL Board may be different to that of TIPL’s present Board (and also that of the Company’s present Board). For further details, please refer to section 14.13 (TIPL Structure and Board) of the Notice of Meeting.

4.3 Interests of Experts and Others

Other than as set out below or elsewhere in this Prospectus or the Notice of Meeting, no:

• (a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus; or

• (b) promoter of the Company or TIPL;

holds, or has held within the two years preceding lodgement of this Prospectus with the ASIC, any interest in:

• (c) the formation or promotion of the Company or TIPL;

• (a) any property acquired or proposed to be acquired by the Company or TIPL in connection with:

• (i) its formation or promotion; or

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(ii) the Offer; or

• (d) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

• (e) the formation or promotion of TIPL or the Company; or

• (f) the Offer.

Steinepreis Paganin has acted as lawyers to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin approximately $15,000 (exclusive of GST) in respect of these services.

4.4 Consents

Each of the parties referred to in this section:

• (a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this section; and

• (b) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this section.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

4.5

Substantial TIPL Shareholders

As at the date of this Prospectus, TIPL is a wholly owned subsidiary of the Company.

Based on information known at the date of this Prospectus, those persons holding 5% or more of the TIPL Shares on issue following implementation of the Capital Reduction are shown in the table below.

TIPL Shareholder	TIPL Shares	% shareholding interest in TIPL
Venture Works JDK Pty Limited	12,785,151	9.36
Jason Peterson	10,363,681	7.59
Abbotsleigh Pty Limited	14,793,268	10.83
Richard Beale, Taveroam Pty Limited, Situate Pty Limited	8,333,333	6.10

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4.6 Litigation

As at the date of this Prospectus, TIPL is not involved in any legal proceedings (other than the Legal Claims) and the AR1 Directors are not aware of any legal proceedings pending or threatened against TIPL.

4.7 Dividend Policy

The Company anticipates that additional expenditure will be incurred in the furtherance of the Legal Claims. These activities are expected to dominate the two-year period following implementation of the Capital Reduction. Accordingly, the Company does not expect TIPL to declare any dividends during that period.

Any future determination as to the payment of dividends by TIPL will be at the discretion of the TIPL Directors and will depend on the availability of distributable earnings and operating results and financial condition of TIPL, future capital requirements and general business and other factors considered relevant by the TIPL Directors. No assurance in relation to the payment of dividends by TIPL or franking credits attaching to dividends can be given by the Company.

4.8

Privacy

AR1 collects personal information about its Shareholders' holdings of securities in accordance with the Corporations Act. AR1 will share that personal information with its advisers and service providers and with TIPL and its advisers and service providers in connection with the Capital Reduction.

Shareholders can contact AR1's Share Registry on 1300 288 664 (from within Australia) or +61 2 9698 5414 (from outside of Australia) if they have any questions about their personal information.

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5. AR1 DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the AR1 Directors.

In accordance with Section 720 of the Corporations Act, each AR1 Director has consented to the lodgement of this Prospectus with the ASIC.

==> picture [128 x 70] intentionally omitted <==

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Mr Michael Rosenstreich Chairman

For and on behalf of Arrowhead Resources Limited (to be renamed ‘Emerge Gaming Limited’)

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6. GLOSSARY

Acquisition Agreement means the binding share sale agreement between the Company and GBG, pursuant to which the Company has agreed to acquire 100% of the issued capital of GBG.

Application Period means the period commencing at the end of the Exposure Period and ending on the date that the Meeting is held.

AR1 Director means a director of the Company as at the date of this Prospectus.

ASIC means the Australian Securities and Investments Commission.

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

ATO means the Australian Taxation Office.

Capital Reduction means the equal reduction of capital of the Company proposed to be satisfied by the In-specie Distribution and transfer to eligible Shareholders (in proportion to their holdings of Shares) of 136,593,414 TIPL Shares.

Capital Reduction Resolution means Resolution 16 of the Notice of Meeting to be put to Shareholders at the General Meeting to approve the Capital Reduction.

Company or AR1 means Arrowhead Resources Limited (to be renamed ‘Emerge Gaming Limited’) (ACN 004 766 376).

Corporations Act means the Corporations Act 2001 (Cth).

Explanatory Statement means the explanatory statement accompanying and forming part of the Notice of Meeting.

Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act.

Funding Agreement has the meaning given in Section 14.1 of the Notice of Meeting

Gaming Battle Ground or GBG means Gaming Battle Ground Pty Ltd (ACN 616 572 144).

General Meeting means the general meeting of the Company convened by the Notice of Meeting.

In-specie Distribution means the proposed in-specie distribution and transfer of 136,593,414 TIPL Shares by AR1 to eligible Shareholders.

Legal Claims has the meaning given in Section 14.1 of the Notice of Meeting.

Management Agreement has the meaning given in Section 14.2 of the Notice of Meeting.

Notice of Meeting means the Notice of General Meeting and Explanatory Statement of the Company dated 31 August 2017.

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Offer means the offer of TIPL Shares to Shareholders pursuant to the Notice of Meeting.

Prospectus means this short form prospectus prepared in accordance with section 712 of the Corporations Act.

Record Date means the record date for determining entitlements to the distribution and transfer of TIPL Shares under the Capital Reduction to be set by the AR1 Directors in accordance with section 1.12 of the Notice of Meeting.

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

Share Registry means Automic Pty Ltd (ABN 27 152 260) trading as Automic Registry Services.

Shareholder means a registered holder of a Share.

TIPL means Tantalum International Pty Ltd (ACN 086 594 498).

TIPL Director means a current director of TIPL.

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

Transaction Conditions has the meaning given in section 2.1 of this Prospectus.

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