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STREAMPLAY STUDIO LIMITED — Interim / Quarterly Report 2018
Oct 30, 2017
65841_rns_2017-10-30_18d4dd9e-9f67-4385-bebd-6e4fc8f22163.pdf
Interim / Quarterly Report
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ABN 31 004 766 376
SEPTEMBER 2017 QUARTERLY ACTIVITIES & CASHFLOW REPORT
Release Date: 30 October, 2017
HIGHLIGHTS
- Arrowhead Resources Ltd (ASX: AR1) is set to exploit the growth of the eSports market with the conditional binding acquisition of 100% of the issued capital of Gaming Battle Ground Pty Ltd (GBG).
- Shareholders approved the GBG acquisition and other enabling resolutions at General Meeting on 9 October, 2017.
- Hunter Capital appointed as lead manager of a fully underwritten $5,000,000 capital raising to be undertaken in conjunction with the acquisition of GBG.
- AR1 to restructure the majority of its interest in Tantalum International Pty Ltd (TIPL), including a distribution to eligible Arrowhead shareholders on a pro-rata basis to benefit from any potential settlement from its legal dispute over the Abu Dabbab Tantalum-Tin-Feldspar Project, located in Egypt.
- AR1 has signed a conditional Arbitration Funding Agreement to fund the settlement of the Egyptian disputes. Funding is conditional on due diligence which is due for completion by 15 November, 2017.
1. OVERVIEW
The Board of Arrowhead Resources is pleased to provide the following report of the Company's activities in the September quarter with the clear highlight being significant advancement of the transaction to acquire 100% of the issued capital of GBG. GBG owns and operates an online gaming platform ("Gaming Battle Ground") that facilitates the interaction of gamers around the world to compete against each other, and in tournaments, on some of the most popular international game titles, tapping directly into the large scale of the eSports market. The acquisition is conditional upon completion of due diligence, shareholder approvals and other approvals as detailed in the report to ASX on 22 June, 2017.
This is a complex, multifaceted transaction requiring significant independent advice on the detailed structuring as well as ongoing liaison with, and review by, ASX and ASIC. As at 27 October 2017, significant milestones for the transaction have been met and completion is forecast to occur on 29 November. Notwithstanding this heightened level of corporate activity, the Company has maintained a tight control on costs to finish the quarter with a cash balance of $200,000. Note an additional $250,000, before costs was raised via a placement in October to bolster the working capital position.

2. CORPORATE
The transaction to acquire GBG (the "Acquisition"), has advanced significantly through the quarter with significant milestones including:
- Completion of due diligence and commercial negotiations;
- Completion of ASX review process for proposed transaction;
- Lodgement of General Notice of Meeting to shareholders to approve the Acquisition and other matters necessary for the transaction to proceed (refer ASX Report 1 September 2017);
- Lodgement of a short-form prospectus for an offer to transfer shares in AR1's 100% subsidiary, Tantalum International Pty Ltd by way of an in-specie distribution to AR1 shareholders as at the record date, prior to completion of the Acquisition; and
- Subsequent to the end of the quarter, receipt of shareholder approval for all resolutions at the General Meeting, enabling the Acquisition to move into its final stages. Furthermore, a consolidation of the share capital on a 1.8:1 basis was completed and prospectuses for the $5 million public offer and the Bonus Loyalty Options have been finalised.
Note, the Company'sshares have been suspended from trading on ASX from the date of the General Meeting and will remain suspended pending compliance with Chapters 1 and 2 of the ASX Listing Rules.
The steps required to complete the Acquisition and the spin-out of TIPL in the December quarter to achieve reinstatement of trading on the ASX as Emerge Gaming Ltd (ASX: EM1) include:
- Completion of the $5 million underwritten capital raising;
- Settlement of the Acquisition planned to occur 20 November;
- Re-compliance to ASX's satisfaction with Chapters 1 and 2 of the ASX Listing Rules;
- Issue of securities under the Offers, comprising, the $5 million capital raising, the Bonus Loyalty Option and the Tantalum International Ltd shares planned to occur 24 November; and
- Resignation of current directors, Michael Rosenstreich and John Kenny and the appointment of the Proposed Directors, Bert Mondello, Jonathan Hart and Gregory Stevens.
3. FINANCE & ADMINISTRATION
The Company continued to maintain a tight control on costs to close the quarter with a cash balance of $200,000. Total cash movement for the quarter was an outflow of $240,000 comprising $90,000 spent to meet corporate and administration costs, $153,000 for legal and accounting expenses related to different facets of the Acquisition and restructure of Tantalum International Ltd and $3,000 received in interest payments. Full details are in the attached Appendix 5b.
Subsequent to the end of the quarter the Company raised $250,000 via the issue of 22.5 million shares (on a pre-consolidation basis) to bolster its working capital position whilst it works through the GBG acquisition.

4. EGYPT
On the 9 August, 2017 the Company announced that it has signed a conditional Arbitration Funding Agreement with a Guernsey-based subsidiary of the Calunius Litigation Risk Funds (the Funder), under which the Funder has agreed to consider funding the costs of the Company's legal claims against the Arab Republic of Egypt (Egypt).
Arrowhead and its 100% owned subsidiary, Tantalum International Ltd (TIL), intend to jointly prosecute claims against Egypt in proceedings which relate to the alleged expropriation (amongst other claims) of TIL's 50% interest in the large-scale Abu Dabbab Tantalum-Tin-Feldspar project (the Project), located in southern Egypt. TIL's interest in the Project (amongst other assets) are held via its 50% equity in Egyptian registered Tantalum Egypt JSC, the holding entity of the Project tenements.
The Funder is a specialist in financing the arbitration and litigation of international disputes. The conditional Arbitration Funding Agreement is subject to full due diligence by the Funder and its external counsel, which is to be completed by 15 November, 2017. Given the purpose of the conditional funding support and nature of the underlying legal process the key terms and conditions are "commercial in-confidence". If the Conditional Arbitration Funding Agreement becomes binding and the arbitration process is successful, an award for compensation is made and the Company successfully recovers the proceeds of its award from Egypt, the Funder will recoup its expenses plus a risk fee which will comprise a proportion of any award.
There is no link between the conditional funding agreement and the acquisition of 100% of the issued capital of GBG; completion of which is subject to obtaining all necessary shareholder and regulatory approvals. The acquisition of GBG remains management's core focus and to avoid any distraction or incidental financial burden on the incoming management of the "new" company, Arrowhead has signed a management agreement with the directors of TIL (TIL Directors). The TIL Directors will assume all responsibility for the management and participation in the arbitration process and the regulatory maintenance of the Company without salary or fees but incentivised by a success fee payable from any award. For clarity; Arrowhead is a joint claimant, but the action will be managed entirely by TIL with the majority of any award funds post the Funder's payments planned to be distributed to TIL shareholders.
Attachment – Appendix 5B
For further information, please contact:
Michael Rosenstreich Chairman Arrowhead Resources Limited
Phone: +61 08 9246 4483
---ENDS---
+Rule 5.5
Appendix 5B
Mining exploration entity and oil and gas exploration entity quarterly report
Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10, 01/05/13, 01/09/16
Name of entity
Arrowhead Resources Limited
ABN Quarter ended ("current quarter")
31 004 766 376 30 September 2017
| Consolidated statement of cash flows | Current quarter$A'000 | Year to date(3months)$A'000 | ||
|---|---|---|---|---|
| 1. | Cash flows from operating activities | |||
| 1.1 | Receipts from customers | |||
| 1.2 | Payments for | |||
| (a)exploration & evaluation | 2 | 2 | ||
| (b)development | ||||
| (c)production | ||||
| (d)staff costs | ||||
| (e)administration and corporate costs | (90) | (90) | ||
| 1.3 | Dividends received (see note 3) | |||
| 1.4 | Interest received | 1 | 1 | |
| 1.5 | Interest and other costs of finance paid | |||
| 1.6 | Income taxes paid | |||
| 1.7 | Research and development refunds | |||
| 1.8 | Other (provide details if material) | |||
| 1.9 | Net cash from / (used in) operatingactivities | (87) | (87) |
| 2. | Cash flows from investing activities | |
|---|---|---|
| 2.1 | Payments to acquire: | |
| (a)property, plant and equipment | ||
| (b)tenements (see item 10) | ||
| (c)investments | ||
| (d)other non-current assets |
- See chapter 19 for defined terms
1 September 2016 Page 1
Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report
| Consolidated statement of cash flows | Current quarter$A'000 | Year to date(3months)$A'000 | ||
|---|---|---|---|---|
| 2.2 | Proceeds from the disposal of: | |||
| (a)property, plant and equipment | ||||
| (b)tenements (see item 10) | ||||
| (c)investments | ||||
| (d)other non-current assets | ||||
| 2.3 | Cash flows from loans to other entities | |||
| 2.4Dividends received (see note 3) | ||||
| 2.5Other (provide details if material) – GBG | ||||
| Transaction | (153) | (153) | ||
| 2.6 | Net cash from / (used in) investingactivities | (153) | (153) |
| 3. | Cash flows from financing activities |
|---|---|
| 3.1 | Proceeds from issues of shares |
| 3.2 | Proceeds from issue of convertible notes |
| 3.3 | Proceeds from exercise of share options |
| 3.4 | Transaction costs related to issues ofshares, convertible notes or options |
| 3.5 | Proceeds from borrowings |
| 3.6 | Repayment of borrowings |
| 3.7 | Transaction costs related to loans andborrowings |
| 3.8 | Dividends paid |
| 3.9 | Other (provide details if material) |
| 3.10 | Net cash from / (used in) financingactivities |
| 4. | Net increase / (decrease) in cash andcash equivalents for the period | ||
|---|---|---|---|
| 4.1 | Cash and cash equivalents at beginning ofperiod | 440 | 440 |
| 4.2 | Net cash from / (used in) operatingactivities (item 1.9 above) | (87) | (87) |
| 4.3 | Net cash from / (used in) investing activities(item 2.6 above) | (153) | (153) |
| 4.4 | Net cash from / (used in) financing activities(item 3.10 above) | - | - |
| 4.5 | Effect of movement in exchange rates oncash held | - | - |
| 4.6 | Cash and cash equivalents at end ofperiod | 200 | 200 |
- See chapter 19 for defined terms
1 September 2016 Page 2
| 5. | Reconciliation of cash and cashequivalentsat the end of the quarter (as shown in theconsolidated statement of cash flows) to therelated items in the accounts | Current quarter$A'000 | Previous quarter$A'000 |
|---|---|---|---|
| 5.1 | Bank balances | 200 | 190 |
| 5.2 | Call deposits | - | 250 |
| 5.3 | Bank overdrafts | ||
| 5.4 | Other (provide details) | ||
| 5.5 | Cash and cash equivalents at end ofquarter (should equal item 4.6 above) | 200 | 440 |
6. Payments to directors of the entity and their associates Current quarter
- 6.1 Aggregate amount of payments to these parties included in item 1.2 55
- 6.2 Aggregate amount of cash flow from loans to these parties included in item 2.3
- 6.3 Include below any explanation necessary to understand the transactions included in items 6.1 and 6.2
Payments of consulting fees and director fees to directors and director related entities.
7. Payments to related entities of the entity and their associates
- 7.1 Aggregate amount of payments to these parties included in item 1.2 -
- 7.2 Aggregate amount of cash flow from loans to these parties included in item 2.3
- 7.3 Include below any explanation necessary to understand the transactions included in items 7.1 and 7.2
| Current quarter$A'000 |
|---|
| - |
$A'000
| 8. | Financing facilities available |
|---|---|
| Add notes as necessary for an | |
| understanding of the position |
- 8.1 Loan facilities
- 8.2 Credit standby arrangements
- 8.3 Other (please specify)
| Total facility amountat quarter end$A'000 | Amount drawn atquarter end$A'000 | ||
|---|---|---|---|
8.4 Include below a description of each facility above, including the lender, interest rate and whether it is secured or unsecured. If any additional facilities have been entered into or are proposed to be entered into after quarter end, include details of those facilities as well.
| 9. | Estimated cash outflows for next quarter | $A'000 |
|---|---|---|
| 9.1 | Exploration and evaluation | |
| 9.2 | Development | |
| 9.3 | Production | |
| 9.4 | Staff costs | |
| 9.5 | Administration and corporate costs | 110 |
| 9.6 | Other (provide details if material) – GBG Transaction | 100 |
| 9.7 | Total estimated cash outflows | 210 |
| 10. | Changes intenements(items 2.1(b) and2.2(b) above) | Tenementreferenceandlocation | Nature of interest | Interest atbeginningof quarter | Interestat end ofquarter |
|---|---|---|---|---|---|
| 10.1 | Interests in miningtenements andpetroleum tenementslapsed, relinquishedor reduced | ||||
| 10.2 | Interests in miningtenements andpetroleum tenementsacquired or increased |
Compliance statement
- 1 This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.
- 2 This statement gives a true and fair view of the matters disclosed.
Sign here: Date: 30 October 2017 (Director/Company secretary)
Print name: Rowan Caren
Notes
-
- The quarterly report provides a basis for informing the market how the entity's activities have been financed for the past quarter and the effect on its cash position. An entity that wishes to disclose additional information is encouraged to do so, in a note or notes included in or attached to this report.
-
- If this quarterly report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report. If this quarterly report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standards apply to this report.
-
- Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.