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STREAMPLAY STUDIO LIMITED Interim / Quarterly Report 2017

Jul 30, 2017

65841_rns_2017-07-30_9451c866-488c-4780-96ee-7557240a5ff4.pdf

Interim / Quarterly Report

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ABN 31 004 766 376

JUNE 2017 QUARTERLY ACTIVITIES & CASHFLOW REPORT

Release Date: 31 July, 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).
  • GBG is an Australian proprietary limited company which operates Gaming Battle Ground, an online gaming platform.
  • It is intended that Hunter Capital will be appointed as lead manager and to fully underwrite the $5,000,000 capital raising to be undertaken in conjunction with the acquisition of GBG.
  • eSports is a global phenomenon which generated a global market of US$493M in 2016 and is forecast to grow by 41.3% to US$696M in 2017.
  • Gaming Battle Ground is positioned to become a leading eSports online community, content and tournament platform.
  • AR1 proposes to distribute and transfer all of its interest in Tantalum International Pty Ltd (TIPL) to eligible 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.

1. OVERVIEW

The Board of Arrowhead Resources is pleased to provide the following report of the Company's activities in the June quarter with the clear highlight being the announcement that it had executed a conditional binding share sale agreement to acquire 100% of the issued capital of Gaming Battle Ground Pty Ltd (ACN 616 572 144) ("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. This has resulted in some slippage on the original indicative timetable as highlighted by the updated indicative timetable reported 25 July 2017. The Company is working closely with the GBG executives and considers that it is well advanced on the inputs to meet this updated timetable which includes the pre‐requisite review time frames of key documents by ASX and as relevant ASIC.

Notwithstanding this heightened level of due diligence and corporate activity the Company has maintained a tight control on costs to finish the quarter with a cash balance of $441,000.

2. CORPORATE

The transaction to acquire GBG (the "Acquisition"), follows an extensive analysis by the Company's executives and technical experts across mining, agri‐business and technology related opportunities. The outcome of this analysis was the identification of the eSports market which had revenues of USD$493M in 2016 and is projected to grow to $US1.48B by 2020. To enter into this market, Arrowhead identified Gaming Battle Ground as a proprietary gaming platform which, with its rich feature set, was well positioned to build on its impressive organic gaming community uptake.

GBG is an Australian proprietary limited company which operates Gaming Battle Ground, an online gaming platform. The platform is the result of several years of development by GBG's founders. GBG owns 100% of the platform's proprietary intellectual property (IP), which is now ready for commercialisation in a staged program, on a global scale. The Acquisition enables GBG to access capital markets to fund this expansion phase. GBG's platform has been in operation for 2 years, has 30,000 registered users, has operated over 10,000 gaming tournaments, has a total staff of 13 and is growing organically through its existing online community across Bulgaria, Croatia and South Africa.

On completion, the Acquisition will amount to a significant change in the nature and scale of the Company's current activities and as such, the Company will be required to obtain approval from its shareholders and to re‐comply with Chapters 1 and 2 of the ASX Listing Rules. As part of the Acquisition, the Company proposes to complete a capital raising of $5,000,000 (which is intended to be underwritten by Hunter Capital).

Prior to completion of the Acquisition, the Company proposes to distribute and transfer all of its interest in Tantalum International Pty Ltd (TIPL) to eligible Shareholders of the Company on a pro‐rata basis. It is proposed that TIPL would be an unlisted public company, run by the existing directors and officers of the Company on a success fee basis, subject to approval by AR1 shareholders. This will ensure that Arrowhead shareholders, prior to completion of the Acquisition, retain the rights to the legal action in Egypt pertaining to the alleged expropriation of the Abu Dabbab tantalum‐tin‐feldspar project by the Egyptian Government in 2015.

3. FINANCE & ADMINISTRATION

The Company continued to maintain a tight control on costs to close the quarter with a cash balance of $441,000. Total cash movement for the quarter was an outflow of $76,000 comprising $59,000 spent to meet corporate and administration costs, $19,000 for evaluation expenses and $2,000 received in interest payments. Full details are in the attached Appendix 5b.

As announced on 22 June, 2017 the Company is planning to raise approximately $250,000 via the issue of 25 million shares at 1 cent each under its existing placement capacity to bolster its working capital position whilst it works through the GBG acquisition.

4. EGYPT

The Company is confident that it has legal claims for compensation against the Government of Egypt for expropriation, or measures tantamount to expropriation, of its interests in Egypt, including the Abu Dabbab Tantalum‐Tin‐Feldspar Project, on which it had spent approximately US$30 million up to early 2015. The

Company is also confident that it has other legal claims against the Government of Egypt, including claims for violation of Egypt's obligations of good faith, transparency and non‐discrimination.

During the June quarter the Company advanced negotiations with a potential funding group to secure an arbitration funding agreement. Whilst this is a slow process, there is a strong sense of optimism within the Company that this funding process will be successful, however, there is no certainty that it will be or, if it is, that the Company will receive a positive outcome to any subsequent legal case.

Attachment – Appendix 5B

For further information, please contact:

Michael Rosenstreich Chairman Arrowhead Resources Limited

Phone: +61 08 6102 2609

‐‐‐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

31 004 766 376 30 June 2017

ABN Quarter ended ("current quarter")

Consolidated statement of cash flows Current quarter$A'000 Year to date(12months)$A'000
1. Cash flows from operating activities
1.1 Receipts from customers
1.2 Payments for
(a)exploration & evaluation (19) (191)
(b)development
(c)production
(d)staff costs
(e)administration and corporate costs (59) (256)
1.3 Dividends received (see note 3)
1.4 Interest received 2 15
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 (76) (432)
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
Consolidated statement of cash flows Current quarter$A'000 Year to date(12months)$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
2.4 Dividends received (see note 3)
2.5 Other (provide details if material) – GBG
Transaction (90) (90)
2.6 Net cash from / (used in) investingactivities (90) (90)
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 607 963
4.2 Net cash from / (used in) operatingactivities (item 1.9 above) (76) (432)
4.3 Net cash from / (used in) investing activities(item 2.6 above) (90) (90)
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 441 441
  • 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 191 257
5.2 Call deposits 250 350
5.3 Bank overdrafts
5.4 Other (provide details)
5.5 Cash and cash equivalents at end ofquarter (should equal item 4.6 above) 441 607
6. Payments to directors of the entity and their associates Current quarter$A'000
6.1 Aggregate amount of payments to these parties included in item 1.2 61
6.2 Aggregate amount of cash flow from loans to these parties includedin 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$A'000
-
8. Financingfacilities availableAdd notes as necessary for anunderstanding of the position Total facility amountat quarter end$A'000 Amount drawn atquarter end$A'000
8.1 Loan facilities
8.2 Credit standby arrangements
8.3 Other (please specify)

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 15
9.2 Development
9.3 Production
9.4 Staff costs
9.5 Administration and corporate costs 130
9.6 Other (provide details if material) – GBG Transaction 130
9.7 Total estimated cash outflows 275
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: 31 July 2017

(Director/Company secretary)

Print name: Rowan Caren

Notes

    1. 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.
    1. 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.
    1. 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.