STREAMPLAY STUDIO LIMITED — Capital/Financing Update 2018

Feb 12, 2018

ARROWHEAD RESOURCES LIMITED (TO BE RENAMED "EMERGE GAMING LIMITED") ACN 004 766 376

SUPPLEMENTARY PROSPECTUS

1. IMPORTANT INFORMATION

This is a supplementary prospectus (Supplementary Prospectus) intended to be read with the replacement prospectus dated 8 January 2018 (Prospectus) and issued by Arrowhead Resources Limited (to be renamed 'Emerge Gaming Limited') (ACN 004 766 376) (Company).

This Supplementary Prospectus is dated 12 February 2018 and was lodged with the ASIC on that date. The ASIC, the ASX and their officers take no responsibility for the contents of this Supplementary Prospectus.

This Supplementary Prospectus should be read together with the Prospectus. Other than as set out below, all details in relation to the Prospectus remain unchanged. Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail.

This Supplementary Prospectus will be available with the Prospectus as an electronic prospectus and may be accessed on the Company's website at www.arrowheadresources.com.au.

This is an important document and should be read in its entirety. If you do not understand it, you should consult your professional advisers without delay.

2. REASONS FOR SUPPLEMENTARY PROSPECTUS

The purpose of this Supplementary Prospectus is to:

• (a) provide an update on GBG's commercial operations following execution of an agreement with a subsidiary of MTN Group Ltd (MTN Group);
• (b) provide detail with respect to a bridging finance facility to be made available to the Company;
• (c) include as an additional condition that must be satisfied in advance of Securities being issued under the Prospectus the requirement to obtain Shareholder approval for the Acquisition;
• (d) refresh the period by which:
  • (i) the Shares offered under the Prospectus must be granted quotation from within three months from the date of the Prospectus to within three months from the date of this Supplementary Prospectus (Quotation Condition); and
  • (ii) the minimum subscription to the Public Offer under the Supplementary Prospectus must be satisfied from the date no later than four months from the date of the Prospectus to no later than four months from the date of this Supplementary Prospectus (Minimum Subscription Condition),

pursuant to ASIC Corporations (Minimum Subscription and Quotation Conditions) Instrument 2016/70 (Instrument); and

(b) provide an update with respect to the litigation funding agreement to which the Company's wholly owned subsidiary TIL is a party.

As a result of the additional time required to complete the Acquisition and issue Securities under the Offers, the Company has determined that investors will be offered a right to withdraw applications under the Original Prospectus and Prospectus (refer to Section 7 for details of the withdrawal rights offered to investors).

3. UPDATE ON COMMERCIAL ARRANGEMENTS

GBG has now executed a content distribution agreement with a subsidiary of MTN Group (MTN Agreement), Africa's biggest mobile-network operator by sales. MTN Group is a South Africa-based multinational mobile telecommunications company. Listed on the Johannesburg Stock Exchange (JSE), MTN Group is the 12th largest company on the JSE with a market capitalisation of more than $26 billion. MTN Group is a leading emerging market mobile operator, servicing 237 million people in 22 countries across Africa and the Middle East.

Under the Agreement, MTN South Africa (part of MTN Group) will provide the GBG Platform with access to its subscribers and marketing support. GBG will offer tournament and competition setup services primarily in relation to mobile games, as well as the provision of rich media content for marketing purposes. MTN South Africa has approximately 30 million mobile phone subscribers and in its last financial year generated AUD $4 Billion in revenue

Revenue will be generated by MTN South Africa through charging a daily fee to its customers for access to the GBG Platform and will remit 40% of the shareable revenue to GBG. The contractual arrangements also contemplate MTN South Africa contributing to the costs of prizes and sponsorship for the competitions offered through the GBG Platform, with the commercial terms of such contribution to be finalised at a later date.

GBG has commenced integrating the GBG Platform into MTN South Africa's operations and expects to complete full integration with MTN South Africa and launch by April 2018. Going forward, GBG will seek to extend its partnership with MTN Group to provide access to other countries.

Detailed terms of the MTN Agreement are set out below:

• (a) Appointment: The MTN Agreement sets out the terms under which MTN South Africa will appoint GBG to provide content in accordance with service schedules agreed to by the parties (Service Schedules) in consideration for MTN South Africa paying to GBG 40% of all shareable revenue received by MTN South Africa, being revenue received from customers less value added tax, fees and costs to consumers.

• (b) Term: The MTN Agreement commenced on 5 February 2018 and continues in force until the end date of the last of the Service Schedules, provided that no single Service Schedule shall exceed a duration of 12 months.

• (c) Territory: The MTN Agreement operates within the Republic of South Arica.

• (d) Termination: MTN South Africa is entitled to:

• (i) terminate the MTN Agreement or a Service Schedule upon 30 days written notice to GBG, provided that if a Service Schedule is terminated:

  • (A) MTN South Africa forfeits any amounts already paid to GBG and shall pay GBG all amounts invoiced as at the date of termination; and
  • (B) termination of one Service Schedule does not affect the operation of any other Service Schedule;

• (ii) terminate the MTN Agreement on 2 business days' notice if the conduct of GBG:

  • (A) actually or potentially lowers the dignity, standard or reputation of MTN South Africa;
  • (B) actually or potentially causes MTN South Africa damage or brings MTN South Africa into disrepute; or
  • (C) actually or potentially adversely affects MTN South Africa.

Termination of the MTN Agreement has the effect of terminating all Service Schedules.

• (e) Competition: GBG will not throughout the term of the MTN Agreement, provide the content specified in a Service Schedule (Content) to competitors of MTN South Africa within the Territory without prior notification to MTN South Africa.
• (f) Licence: GBG shall grant to MTN South Africa a non-exclusive and nontransferable licence in the Territory to use, copy, store, distribute and sell Content with the intent to make the content available for purchase and/or download; and allow individuals in the Territory to access the Content.
• (g) Consent Requirements: GBG is responsible for ensuring that content is provided to MTN South Africa in a lawful manner and ensuring that all necessary consent, authorisations, royalties and/or licences have either been obtained and/or paid in full from any third parties.

4. BRIDGING FINANCE

The Company has entered into a loan agreement with Celtic Capital Pty Limited (Celtic) under which Celtic will make a secured loan facility of $120,000 (Facility) available to the Company to fund the Company's working capital requirements for the period ending on Settlement of the Acquisition and re-instatement to trading on the Official List of the ASX (Bridging Finance). A commitment fee of $5,000 and a non-refundable interest prepayment of $3,600 is payable to Celtic in consideration for Celtic making the Facility available. Any amounts drawn down under the Facility will be repayable by the Company on 8 May 2018.

The Company does not presently intend on drawing down any of the Bridging Finance but has sought the facility to ensure that its working capital requirements are sufficiently funded until Settlement of the Acquisition.

5. ADDITIONAL CONDITION

The Company obtained Shareholder approval for the Acquisition at the General Meeting held on 9 October 2017.

However, the Company has been advised by ASX that, in light of the additional information disclosed in the Prospectus (when compared with the Original Prospectus), ASX requires the Company to seek Shareholder approval for the Acquisition again under ASX Listing Rule 11.1.2, as well as for the issues of Securities in connection with the Acquisition.

As such, the Company is in the process of preparing a notice of meeting to be dispatched to Shareholders as soon as possible seeking approval for the Acquisition and associated resolutions.

Due to the imposition by ASX of the requirement that the Company obtain Shareholder approval for the Acquisition, the Offers are now conditional on:

• (a) the Acquisition Agreement becoming unconditional;
• (b) ASX conditional approval to re-admit the Company's Securities to Official Quotation; and
• (c) the Company obtaining all necessary Shareholder approvals required pursuant to the Corporations Act and ASX Listing Rules to;
  • (i) undertake the change in nature and scale of activities in accordance with ASX Listing Rule Chapter 11; and
  • (ii) to complete the Public Offer, Consideration Offer, Advisor Offer and Director Offer.

Accordingly, the Offers under the Prospectus are effectively inter-conditional on the successful completion of each other part of the Acquisition. In the event that any of the Conditions are not satisfied, the Offers will not proceed and no Securities will be issued pursuant to the Prospectus. If this occurs, Applicants will be reimbursed their application monies (without interest) and in accordance with the Corporations Act.

6. UPDATE ON TIL

Calunius Capital LLP (Funder) has confirmed to the Company that it has practically completed due diligence in relation to TIL and the arbitration process in respect of the potential legal claims against the Government of Egypt which relate to the alleged expropriation of (and other unlawful measures taken against) the Abu Dabbab tantalum-tin-feldspar project by the Egyptian Government in 2015 (Legal Claims).

Following these due diligence investigations, the Funder has agreed to increase the amount of funding made available under the litigation funding agreement from $3.5 million to $3.8 million. TIL still needs to provide certain documents before the Funder will provide a positive notice and make the facility available. TIL is working to meet these requirements as soon as practical and will provide an update if and when a positive notice is received from the Funder. Adverse costs insurance was previously in place to cover any liability of TIL and the Company against an order for legal costs being made against them in relation to the Legal Claims but is no longer in place.

There is a risk that an adverse finding could be made against TIL in relation to the Legal Claims. An adverse finding could make TIL liable for the other party's legal costs or the costs of the arbitrators. The arbitration rules that will govern the Legal Claims give the arbitrators discretion with respect to the amount of costs (if any) they order the losing party to pay. Provided TIL conducts itself as a reasonable litigant, TIL is confident that its exposure to an adverse costs order will be minimal.

TIL is the lead litigant in the Legal Claims, with the Company acting as a secondary litigant. As a secondary litigant, there is a risk that the Company may become liable to pay all or part of any adverse costs order made against TIL. Any such payment may have an adverse effect on the Company's operations.

7. UPDATED TIMETABLE

A revised indicative timetable for the Acquisition and the Offers is set out below:

Lodgement of Original Prospectus with the ASIC	9 October 2017
First General Meeting of Shareholders	9 October 2017
Opening Date of the Public Offer	9 October 2017
Opening Date of the Secondary Offers	9 October 2017
Lodgement of Replacement Prospectus with ASIC	8 January 2018
Lodgement of Supplementary Prospectus with ASIC	12 February 2018
Expiry of withdrawal rights	12 March 2018
Closing Date of the Offers	12 March 2018
Second General Meeting for the Acquisition	14 March 2018
Settlement of Acquisition2	15 March2018
Issue of Securities under the Offers	15 March2018
Despatch of holding statements	16 March 2018
Expected date for reinstatement to quotation onASX	21 March 2018

• 1. The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Dates (or one or more of them) or close the Offers (or one or more of them) early without prior notice. The Company also reserves the right not to proceed with the Offers at any time before the issue of Securities to Applicants.
• 2. The above stated date for settlement of the Acquisition is only a good faith estimate by the Directors and may be extended.

8. WITHDRAWAL RIGHTS

8.1 Withdrawal of previous Applications

As a result of the additional time required to complete the Acquisition and issue Securities under the Offer, the Company has determined that investors will be offered a right to withdraw applications under the Original Prospectus and Prospectus.

In accordance with section 724(2) of the Corporations Act, if you applied for Shares under the Original Prospectus or the Prospectus (Existing Applicant), you may withdraw your application and be repaid your application monies, provided you give the Company written notice of your wish to do so before 12 March 2018.

Any repayments made by the Company pursuant to an Existing Applicant exercising their right to withdraw their application will be made in full without interest.

An Existing Applicant who wishes to withdraw their application and obtain a refund must submit a written request to the Company's share registry by mail or delivery to the address set out below so that it is received within 1 month of the date of this Supplementary Prospectus (i.e. by close of business on 12 March 2018).

Mailing Address Hand Delivery (Please do not use this address for mailing purposes) Arrowhead Resources Limited C/- Automic Registry Services PO Box 2226 Strawberry Hills NSW 2012 Arrowhead Resources Limited C/- Automic Registry Services Level 2, 267 St Georges Terrace Perth WA 6000

The details for the payment of the refund cheque and address to which it should be sent as set out in the written request must correspond to the details contained in the Application Form lodged by that Existing Applicant.

If you do not wish to withdraw your application, you do not need to take any action.

8.2 Application Forms

Notwithstanding the above, the Company proposes to continue with the Public Offer and the Acquisition and will accept Applications for Shares using the Application Form attached to or accompanying this Supplementary Prospectus (Supplementary Application Form).

Applications for Securities under the Public Offer after the date of this Supplementary Prospectus must be made using the Supplementary Application Form. The Supplementary Application Form contains detailed instructions on how it is to be completed. Applications after the date of this Supplementary Prospectus must not be made on the Application Form attached to or accompanying the Prospectus or Original Prospectus.

9. EXTENSION OF TIME TO OBTAIN QUOTATION ON THE ASX AND SATISFY MINIMUM SUBSCRIPTION CONDITION

9.1 Quotation Condition

The Company makes the following statements regarding the Quotation Condition, as required by the Instrument:

• (a) an application for admission to quotation of Shares offered under the Prospectus was made within seven days after the date of the Original Prospectus;

• (b) the Shares offered under the Prospectus have not been readmitted to quotation as at the date of this Supplementary Prospectus;

• (c) the Company has not yet received a letter from ASX granting it conditional approval to be readmitted to the Official List of the ASX, but ASX have not indicated that the Company's Shares will not be readmitted to quotation;

• (d) the Quotation Condition is being amended to extend the period for admission to quotation of Shares offered under the Prospectus from three months from the date of the Prospectus to three months from the date of this Supplementary Prospectus;

• (e) the Quotation Condition must be satisfied by 12 May 2018, being the date three months from the date of this Supplementary Prospectus;

• (f) as at the date of this Supplementary Prospectus, the number of Shares for which applications have been received is 5,750,000.

9.2 Minimum Subscription Condition

The Company makes the following statements regarding the Minimum Subscription Condition, as required by the Instrument:

• (a) as at the date of this Supplementary Prospectus, $118,000 has been raised, representing applications for 5,900,000 Shares under the Prospectus (noting that the Company received $3,000 into its trust account from an investor that has not provided an Application Form);
• (b) the Minimum Subscription Condition is being amended to extend the period in which the Minimum Subscription must be satisfied from the date four months from the date of the Prospectus to the date four months from the date of this Supplementary Prospectus; and
• (c) the Minimum Subscription Condition must be satisfied by no later than 12 June 2018, being the date that is four months from the date of this Supplementary Prospectus.

10. DIRECTORS' AUTHORISATION

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

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

Mr Michael Rosenstreich Chairman For and on behalf of Arrowhead Resources Limited (to be renamed 'Emerge Gaming Limited')

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