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STREAMPLAY STUDIO LIMITED Capital/Financing Update 2018

Feb 5, 2018

65841_rns_2018-02-05_ce92e91b-c2ed-4d76-9cea-521955795c6f.pdf

Capital/Financing Update

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ABN 31 004 766 376

GBG Partners with Multinational Telco

Release Date: 6 February, 2018

Arrowhead Resources Ltd (to be renamed 'Emerge Gaming Limited') ("Arrowhead" or the "Company") is pleased to advise that Gaming Battle Ground Pty Ltd (GBG) has executed a content distribution agreement ("Agreement") with MTN Group Ltd, 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 AUD$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 Gaming Battle Ground 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 revenue1 .

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 (i.e. revenue after costs, fees and value added tax) 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. Detailed terms of the MTN Agreement are set out in the annexure to this announcement.

GBG has commenced integrating the Gaming Battle Ground 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.

GBG CEO Gregory Stevens noted: "The agreement is in line with GBG's international roll out strategy to expand into the rapidly growing e-sport market. The partnership validates GBG's business model and offers third party endorsement of the GBG technology. The agreement will assist GBG to fast track the generation of registered users, the commercialisation of the GBG Platform and should provide an immediate source of revenue for GBG. It also creates a template to enable us to enter into a vast number of jurisdictions and negotiate Enterprise partnerships with multinational and global enterprise partners and telcos, which we are currently pursuing.

The agreement between GBG and MTN South Africa is the epitome of a commercial opportunity to leverage both the global mobile and global gaming trends."

In June 2017, Arrowhead announced the acquisition of GBG, an online gaming platform that facilitates skillbased competitions in eSports, including peer-to-peer matches and tournaments. Via Arrowhead, an initial public offer of $5 million will provide this future eSports group the required capital to drive future commercial

opportunities in this industry. Refer to Arrowhead's announcement dated 31 January 2018 for an update on the status of the proposed acquisition of GBG.

  1. Annual Report of MTN South Africa, available online at: https://www.mtn.com/MTN%20Service%20Detail%20Annual%20Reports1/booklet.pdf

For further information, please contact: Arrowhead Resources Limited Phone: +61 08 9246 4483

Annexure – Agreement Terms and Conditions

The material terms and conditions of the Agreement are set out below:

  • (a) (Appointment): The 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 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 Agreement commenced on the date that the last of the parties executed the Agreement 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 Agreement operates within the Republic of South Arica.
  • (d) (Termination): MTN South Africa is entitled to:
    • (i) terminate the 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 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 Agreement, provide the content specified in a Service Schedule 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 non-transferable 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.