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STREAMPLAY STUDIO LIMITED Interim / Quarterly Report 2018

Mar 7, 2018

65841_rns_2018-03-07_63947d3c-2955-40e8-9b33-f93cdcade6ba.pdf

Interim / Quarterly Report

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ABN 31 004 766 376 and Controlled Entities

FINANCIAL REPORT

FOR THE HALF-YEAR ENDED

31 DECEMBER 2017

ARROWHEAD RESOURCES LIMITED ABN 31 004 766 376 and Controlled Entities

CONTENTS

CORPORATE DIRECTORY 1
DIRECTORS’ REPORT 2
AUDITOR’S INDEPENDENCE DECLARATION 3
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
4
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 5
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 6
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 7
NOTES TO THE FINANCIAL REPORT 8
DIRECTORS’ DECLARATION 12
INDEPENDENT AUDITOR’S REVIEW REPORT 13
ARROWHEAD RESOURCES LIMITED ABN 31 004 766 376 ARROWHEAD RESOURCES LIMITED ABN 31 004 766 376
and Controlled Entities
CORPORATE DIRECTORY
DIRECTORS Michael Rosenstreich – Chairman and Managing Director
Philip Re – Non-Executive Director
John Kenny – Non-Executive Director
COMPANY SECRETARY Rowan Caren
REGISTERED OFFICE Suite 1, 58 Southside Drive
Hillarys Western Australia 6025
Australia
POSTAL ADDRESS PO Box 2277
Marmion Western Australia 6020
Australia
TELEPHONE +61 (0)8 9246 4483
E-MAIL [email protected]
WEBSITE www.arrowheadresources.com.au
AUDITORS Regency Audit Pty Ltd
Suite 1 GF, 437 Roberts Road
Subiaco Western Australia 6008
T: 08 6380 2555
Australia
SOLICITORS Steinepreis Paganin
Level 4, 16 Milligan Street
Perth Western Australia 6000
Australia
SHARE REGISTRY Automic Registry Services Pty Ltd
Level 2
267 St Georges Terrace
Perth Western Australia 6000
Australia
PO Box 2226, Strawberry Hills, NSW 2012
Website: www.automic.com.au
AUSTRALIAN SECURITIES EXCHANGE The Company’s securities are quoted on the official list of the Australian
Securities Exchange (ASX Limited), the home exchange being:
ASX Limited
Level 40 Central Park, 152 – 158 St Georges Terrace
Perth Western Australia 6000 Australia
ASX CODE AR1
FRANKFURT STOCK EXCHANGE The Company’s securities are quoted on the Frankfurt Stock Exchange
Neue Borsenstrasse 1
60487 Frankfurt / Main
Germany
FSE CODE GIX

Page 1

ARROWHEAD RESOURCES LIMITED ABN 31 004 766 376 and Controlled Entities

DIRECTORS’ REPORT

Your directors submit the financial report for the half-year ended 31 December 2017.

Directors

The names of directors who held office during or since the end of the half-year:

Mr Michael Rosenstreich Mr Philip Re Mr John Kenny

Review of Operations

The consolidated operating loss after tax for the half-year was $610,585 (2016 $278,022).

The principal activities of the economic entity during the half-year were focused on the acquisition 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 the raising of $5 million, due diligence, shareholder approvals and other approvals.

Significant Events After the Balance Date

Since 31 December 2017, no events have arisen that have materially affected the operations of the economic entity, the results of the economic entity or the state of affairs of the economic entity, other than as noted below:

  • The Company has obtained a $120,000 finance facility from Celtic Capital; and

  • The Company obtained shareholder approvals for the GBG transaction in October 2017, however in light of the additional information disclosed in the Replacement Prospectus dated 8 January 2018, ASX requires the Company to seek shareholder approval again for the GBG transaction. The Company will seek a new shareholder approval for the GBG transaction, the issues of securities in connection with the GBG transaction and associated capital raising at a general meeting of shareholders to be held on 26 March 2018.

Auditor’s Independence Declaration

The lead auditor’s independence declaration under section 307C of the Corporations Act 2001 is set out on page 3 for the half-year ended 31 December 2017.

This report is signed in accordance with a resolution of the Board of Directors.

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M ROSENSTREICH MANAGING DIRECTOR Dated this 7th day of March 2018

Page 2

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Regency Audit Pty Ltd ABN 85 165 181 822 PO Box 2138 SUBIACO WA 6904 Suite 1 GF, 437 Roberts Road SUBIACO WA 6008

Phone: 6380 2555 Fax: 9381 1122 www.regencypartners.com.au

To The Board of Directors

Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001

As lead audit director for the review of the financial statements of Arrowhead Resources Limited and Controlled Entities for the half year ended 31 December 2017, I declare that to the best of my knowledge and belief, there have been no contraventions of:

  • the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

  • any applicable code of professional conduct in relation to the review.

Yours faithfully

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CHRIS WATTS CA Director

REGENCY AUDIT PTY LTD

DATED at PERTH this 7[th] day of March 2018

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Regency Audit Pty Ltd is independently owned and not in partnership with Regency Partners or any of its operations ‘Liability limited by a scheme approved under Professional Standards Legislation’

ARROWHEAD RESOURCES LIMITED ABN 31 004 766 376

and Controlled Entities

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2017

Note
Continuing Operations
Finance revenue
Total income
3
Administration expense
Employee benefits expense
Share based payment expense
Project evaluation expense
Impairment of other financial assets
Depreciation and amortisation
Finance costs
Total expenses
Loss before income tax
Income tax expense
Loss after income tax for the year
Other comprehensive loss, net of income tax
Exchange rate differences on translating foreign operations
Total other comprehensive loss
Total comprehensive loss for the period
Loss is attributable to:
Members of the parent
Total comprehensive loss is attributable to:
Members of the parent
Basic and diluted loss per share (cents per share)
31/Dec/17
31/Dec/16
$
$
1,150
8,717
Consolidated
1,150
8,717
(444,252)
(138,858)
(138,000)
(81,000)
(5,105)
-
-
(60,925)
(5,007)
-
(19,371)
(5,042)
-
(914)
(611,735)
(286,739)
(610,585)
(278,022)
-
-
(610,585)
(278,022)
-
-
-
-
(610,585)
(278,022)
(610,585)
(278,022)
(610,585)
(278,022)
(610,585)
(278,022)
(610,585)
(278,022)
(0.47)
(0.22)

The accompanying notes form part of these financial statements.

Page 4

ARROWHEAD RESOURCES LIMITED ABN 31 004 766 376

and Controlled Entities

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2017

Consolidated Consolidated
Note 31/Dec/17 30/Jun/17
$ $
Current Assets
Cash and cash equivalents 76,462 440,528
Trade and other receivables 29,947 16,963
Other financial assets - restricted cash 69,983 3,882
Total Current Assets 176,392 461,373
Non-Current Assets
Property, plant and equipment - 19,371
Total Non-Current Assets - 19,371
Total Assets 176,392 480,744
Current Liabilities
Trade and other payables 166,779 146,561
Provisions 5,935 5,935
Unissued shares liability 69,983 -
Total Current Liabilities 242,697 152,496
Total Liabilities 242,697 152,496
Net Assets/(Liabilities) (66,305) 328,248
Equity
Contributed equity 4 51,795,414 51,584,487
Reserves 5,105 534,662
Accumulated losses (51,866,824) (51,790,901)
Total Equity/(Net Deficiency) (66,305) 328,248

The accompanying notes form part of these financial statements.

Page 5

ARROWHEAD RESOURCES LIMITED ABN 31 004 766 376 and Controlled Entities

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2017

Contributed Accumulated Option
Equity Losses reserve SBP Reserve Total Equity
$ $ $ $ $
CONSOLIDATED
Balance at 1 July 2016 51,584,487 (51,217,408) 534,662 - 901,741
Currency translation differences - - - - -
Profit for the period - (278,022) - - (278,022)
Total comprehensive income for the
period - (278,022) - - (278,022)
Transactions with owners in their capacity as owners
Issue of share capital - - - - -
Transaction costs - - - - -
Balance at 31 December 2016 51,584,487 (51,495,430) 534,662 - 623,719
Balance at 1 July 2017 51,584,487 (51,790,901) 534,662 - 328,248
Currency translation differences - - - -
Loss for the period - (610,585) - (610,585)
Total comprehensive loss for the
period - (610,585) - - (610,585)
Transactions with owners in their capacity as owners
Issue of share capital 250,000 - - 5,105 255,105
Transaction costs (39,073) - - - (39,073)
Transfer of reserves - options expired - 534,662 (534,662) - -
Balance at 31 December 2017 51,795,414 (51,866,824) - 5,105 (66,305)

The accompanying notes form part of these financial statements.

Page 6

ARROWHEAD RESOURCES LIMITED ABN 31 004 766 376 and Controlled Entities

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 DECEMBER 2017

Cash flows from operating activities
Payments to suppliers and employees
Interest received
Finance costs
Net cash flows used in operating activities
Cash flows used in investing activities
Other
Net cash flows provided by investing activities
Cash flows from financing activities
Proceeds from issue of fully paid shares
Payment of transaction costs
Net cash provided by financing activities
Net increase/(decrease) in cash held
Net foreign exchange differences
Cash and cash equivalents at beginning of the financial year
Cash and cash equivalents at end of the period
31/Dec/17
31/Dec/16
$
$
(576,143)
(297,803)
1,150
8,717
-
(914)
Consolidated
(574,993)
(290,000)
-
-
-
-
250,000
-
(39,073)
-
210,927
-
(364,066)
(290,000)
-
-
440,528
963,245
76,462
673,245

The accompanying notes form part of these financial statements.

Page 7

ARROWHEAD RESOURCES LIMITED ABN 31 004 766 376 and Controlled Entities

NOTES TO THE FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2017

NOTE 1: BASIS OF PREPARATION

This half-year consolidated financial report is a general purpose financial report prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standard AASB 134: Interim Financial Reporting. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 Interim Financial Reporting .

The half-year financial report does not include all of the notes of the type normally included within the annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the consolidated entity as the full financial report.

It is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2017 and any public announcements made by Arrowhead Resources Limited and its controlled entities during the half-year in accordance with the continuous disclosure requirements arising under the Corporations Act 2001. For the purpose of preparing the half-year financial report, the half-year has been treated as a discrete reporting period.

Reporting Basis and Conventions

The half-year report has been prepared on an accrual basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.

Accounting Policies

The accounting policies have been consistently applied by the entities in the consolidated entity and are consistent with those applied in the 30 June 2017 annual report, except for the adoption of amending standards mandatory for annual periods beginning on or after 1 July 2017, as noted below. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

New Standards and Interpretations

In the half year ended 31 December 2017, management has reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for annual reporting periods beginning on or after 1 July 2017. It has been determined that, there is no impact, material or otherwise, of the new and revised standards and interpretations on its business and therefore no change is necessary to accounting policies. Management has also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the half-year ended 31 December 2017. It has been determined that, there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change is necessary to Group accounting policies.

Going Concern

The financial statements of the Company have been prepared on a going concern basis, which indicates continuity of business activities and the realisation of assets and settlement of liabilities in the normal course of business.

During the half year ended 30 June 2017, the Company incurred a net loss of $610,585 and had net operating cash outflows of $574,993. The financial report has been prepared on a going concern basis which assumes that the Company will continue in operational existence for the foreseeable future. The validity of this assumption depends on:

  • The Company being successful in its proposed $5m capital raising as per the Replacement Prospectus dated 8 January 2018;

  • The successful acquisition of Gaming Battle Ground Pty Ltd (final shareholder approvals for which are to be sought at a General Meeting to be held on 26 March 2018); and

  • The Company’s forecasts and projections which show that the Company is able to operate within its available financial resources and settle its liabilities and commitments in the normal course of business;

Page 8

ARROWHEAD RESOURCES LIMITED ABN 31 004 766 376 and Controlled Entities

NOTES TO THE FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2017

or, in the event that GBG transaction does not proceed:

  • Continued support from its directors and creditors; and

  • Any future capital raisings which may be deemed necessary.

Should the Company be unable to obtain sufficient funding as outlined above, there is significant uncertainty whether or not the Company will be able to continue as a going concern and therefore, whether it will realise its assets and extinguish its liabilities and commitments in the normal course of business and at the amounts stated in the financial report. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company not continue as a going concern.

The Directors believe that the Company will be successful in the above matters and accordingly, have prepared the financial report on a going concern basis. At this time, the Directors are of the opinion that no asset is likely to be realised for an amount less than the amount at which it is recorded in the financial report at 31 December 2017.

Comparatives

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Earnings per share comparatives have been adjusted to reflect the consolidation completed during the half year.

NOTE 2: OPERATING SEGMENT

(a) Industry segments

The Group operates predominantly in the mining and exploration industry.

Information reported to the Group’s chief operating decision maker for the purpose of resource allocation and assessment of segment performance is focussed on the type of resources being explored for and evaluated or developed. The Group’s only reportable segment under AASB 8 is corporate. The corporate segment relates only to the operations of the corporate head office in Perth, Western Australia.

NOTE 3:

INCOME

NOTE 3:
INCOME
Finance Revenue
Interest received
31/Dec/17
31/Dec/16
$
$
1,150
8,717
Consolidated
1,150
8,717

Page 9

ARROWHEAD RESOURCES LIMITED ABN 31 004 766 376 and Controlled Entities

NOTES TO THE FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2017

NOTE 4: CONTRIBUTED EQUITY

Issued capital
Ordinary shares fully paid
Movements
Opening Balance at 1 July
Issue of shares at 0.01111 cents
Consolidation of shares
Balance at 31 December
Issued capital
Ordinary shares fully paid
Movements
Opening Balance at 1 July
Capital raising
less costs of issue
Balance at 31 December
31/Dec/17
30/Jun/17
No. of Shares
No. of Shares
136,593,577
223,368,146
Consolidated
223,368,146
22,500,000
(109,274,569)
136,593,577
$
$
51,795,414
51,584,487
51,584,487
250,000
(39,073)
51,795,414

As at 31 December 2017 the economic entity had nil options on issue.

Tantalum International Limited (TIL) is currently a wholly owned subsidiary of the Company. Prior to completion of the GBG transaction, the Company intends to demerge all of its interest in TIL by way of an inspecies distribution of shares. TIL has issued a total of 3 preference shares to its directors; Michael Rosenstreich, Rowan Caren and Ayman Ayyash.

NOTE 5: COMMITMENTS AND CONTINGENCIES

Lease expenditure commitments

The Group has not entered into a commercial lease for office accommodation. Its office in Perth is based in the office of an officeholder.

Capital Commitments

The Group did not have any capital commitments as at Balance Date.

Contingent Liability

There has been no change to the status of contingent liabilities from that reported for the year end 30 June 2017.

Page 10

ARROWHEAD RESOURCES LIMITED ABN 31 004 766 376 and Controlled Entities

NOTES TO THE FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2017

NOTE 6: FINANCIAL INSTRUMENTS

Fair Values

Set out below is a comparison by category of carrying amounts and fair values of all of the Group's financial instruments recognised in the financial statements:

31/12/2017
30/06/2017
31/12/2017
30/06/2017
$
$
$
$
Carrying Amount
Fair Value
Financial Assets
Cash
Trade and other receivables - current
Other financial assets - restricted cash
Financial Liabilities
Trade and other payables
Unissued shares liability
76,462
440,528
76,462
440,528
29,947
16,963
29,947
16,963
69,983
3,882
69,983
3,882
166,779
146,561
166,779
146,561
69,983
-
69,983
-

Cash, cash equivalents and other financial assets – restricted cash: The carrying amount approximates fair value because of their short term to maturity

Trade receivables and trade and other payables: The carrying amount approximates fair value.

Unissued shares liability: The carrying amount approximates fair value.

Shares in controlled entities are excluded from the above as these are accounted for at cost in accordance with AASB 127.

NOTE 7: EVENTS SUBSEQUENT TO REPORTING DATE

Since 31 December 2017, no events have arisen that have materially affected the operations of the economic entity, the results of the economic entity or the state of affairs of the economic entity, other than as noted below:

  • The Company has obtained a $120,000 finance facility from Celtic Capital; and

  • The Company obtained shareholder approvals for the GBG transaction in October 2017, however in light of the additional information disclosed in the Replacement Prospectus dated 8 January 2018, ASX requires the Company to seek shareholder approval again for the GBG transaction. The Company will seek a new shareholder approval for the GBG transaction, the issues of securities in connection with the GBG transaction and associated capital raising at a general meeting of shareholders to be held on 26 March 2018.

Page 11

ARROWHEAD RESOURCES LIMITED ABN 31 004 766 376 and Controlled Entities

DIRECTORS’ DECLARATION

The directors of Arrowhead Resources Limited declare that:

  1. In the directors’ opinion, the financial statements and notes thereto are in accordance with the Corporations Act 2001 , including compliance with accounting standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements and give a true and fair view of the consolidated entity’s financial position as at 31 December 2017 and of its performance for the half-year ended on that date; and

  2. In the directors’ opinion, there are reasonable grounds to believe that the consolidated entity will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors dated this 7[th] day of March 2018.

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M ROSENSTREICH Managing Director

Page 12

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Regency Audit Pty Ltd ABN 85 165 181 822 PO Box 2138 SUBIACO WA 6904 Suite 1 GF, 437 Roberts Road SUBIACO WA 6008

Independent Auditor’s Review Report

Phone: 6380 2555 Fax: 9381 1122 www.regencypartners.com.au

To the Members of Arrowhead Resources Limited

We have reviewed the accompanying half-year financial report of Arrowhead Resources Limited (“the Company”) and Controlled Entities (“the Consolidated Entity”) which comprises the consolidated statement of financial position as at 31 December 2017, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half-year ended on that date, a statement of accounting policies, other selected explanatory notes and the directors’ declaration of the Consolidated Entity, comprising the Company and the entities it controlled during the half-year.

Directors Responsibility for the Half-Year Financial Report

The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2017 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Arrowhead Resources Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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Regency Audit Pty Ltd is independently owned and not in partnership with Regency Partners or any of its operations ‘Liability limited by a scheme approved under Professional Standards Legislation’

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the halfyear financial report of Arrowhead Resources Limited and Controlled Entities is not in accordance with the Corporations Act 2001 including:

  • a. Giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2017 and of its performance for the half-year ended on that date; and

  • b. Complying with Accounting Standard AASB 134: Interim Financial Reporting and Corporations Regulations 2001.

Material Uncertainty Regarding Continuation as a Going Concern

Without modifying our opinion above, we draw attention to Note 1 to the financial report, which indicates that the Consolidated Entity incurred a net loss of $610,585 and as of that date, the Consolidated Entity had net cash outflows of $574,993. These conditions, along with other matters as set forth in Note 1 indicate the existence of a material uncertainty that may cast significant doubt about the ability of the Consolidated Entity to continue as a going concern and whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

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REGENCY AUDIT PTY LTD

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CHRIS WATTS CA Director

DATED at PERTH this 7[th] day of March 2018