STREAMPLAY STUDIO LIMITED — Interim / Quarterly Report 2020

Feb 27, 2020

Appendix 4D

28 February 2020

Half-year reporting period ending 31 December 2019

The following information is provided to ASX under listing rule 4.2A.3.

1. Reporting period

Current Period: 6 months ended 31 December 2019 Prior Period: 6 months ended 31 December 2018

2. Results for announcement to the market

	Item	31 December 2019$	31 December 2018$	Change %
Revenue from ordinaryactivities	2.1	$nil	$102,579	(100%)
Profit/(Loss) after taxattributable to members	2.2	($802,942)	($887,926)	10%
Net Profit/(Loss) attributableto members	2.3	($802,942)	($887,926)	10%
Dividend	2.4		Emerge Limited did not declare a dividend during the currentreporting or corresponding previous reporting period.
The record date fordetermining entitlements tothe dividend	2.5	Not applicable

Explanatory information 2.6

Overview

For the Half Year Ended 31 December 2019, Emerge Gaming Limited ("Emerge" or the 'Company") was focused on the commercialisation of its eSports tournament platform and lifestyle hub "Arcade X". Emerge embarked on its global annuitized scalable monetisation model and strategy that integrated Arcade X into mobile billing partners which provides extensive access to networks of mobile subscribers in Africa and the Middle East. Commercial feasibility testing commenced in South Africa.

During the half-year, Emerge delivered

• A Distribution Agreement with WorldPlay (ASX Announcement: 7 November 2019)
• A Distribution Agreement with Mondia Media (ASX Announcement: 11 November 2019)
• A Distribution Agreement into MTN Nigeria (ASX Announcement: 28 November 2019), and
• Launched ArcadeX in South Africa (ASX Announcement: 19 December 2019)

Emerge have engaged digital marketing experts Tiburon Media Group ("Tiburon") with the objective of generating paid leads to the ArcadeX site in South Africa. Limited marketing commenced in the South African market in the December/January holiday period with investment into the digital marketing campaign underway from late January 2020 to test commercial feasibility. Tiburon will use their experience and expertise in the South African digital market to generate revenue generating leads at targeted Cost per Acquisition ("CPA").

Central to the retention of mobile gamers on the platform is the entertainment factor of competitive and mobile eSports. During the Half Year, Emerge have designed and planned entertaining content calendars for ArcadeX for the launch period which is a key determinator in generating high APRU. Tournaments include daily, weekly, weekend and monthly competitions with opportunities for gamers to enjoy mobile gaming whilst winning prizes and money. Grand prizes will encourage mobile gamers to engage for longer periods on the platform.

Subsequent to period end, substantial marketing support was agreed with Kagiso Media and Tiburon Media Group (Post Half Year ASX: 13 January 2020), to support the WorldPlay partnership launch in South Africa.

Revenue

Decrease in overall revenue from ordinary activities ($nil) when compared to the prior period (2018: $102,579) mainly as a result of the sponsorship from the online tournament service in the prior period.

Explanation of loss

During the period, the Company incurred $141,000 of research and development expenses to establish its online gaming platform, a 48% reduction from the prior period. Administration and operating expenses were reduced significantly by $196,075 to $821,466. This represents a reduction of 19% over the prior period (2018: $1,017,541).

Outlook

This most significant global trend in monetising eSports and Gaming content is to charge gamers through their mobile network operators ("MNOs"). The negotiation, integration, testing and setup of payment gateways with MNOs globally is a corporate sales cycle and is traditionally slower than a normal sale directly to the consumer. Once integrated into multiple global MNOs, a distribution and payment gateway network is established through which gaming content can be provided directly to gamers and charged through their mobile devices.

The monetisation strategy is to earn revenue from the annuitized subscription access billing to mobile gamers for access to the ArcadeX platform, or white-labelled versions of the technology, through direct carrier billing ("DCB") integrations into MNOs or DCB Aggregators. This monetisation strategy leverages the current global growing mobile connection and smartphone trends.

DCB Aggregators are companies which integrate DCB's into multiple MNO's in multiple countries and provide single point integration to content providers, such as Emerge. In addition, DCB Aggregators may provide country-specific mobile distribution access and marketing services.

The Company's strategic directional focus is on the launch of ArcadeX in prioritised countries to refine the commercial feasibility before scaling the monetisation model. In the event the commercial feasibility of ArcadeX is proven to be successful in a country, Emerge will seek to amplify its marketing campaigns to drive revenue growth and scale revenue.

Emerge is engaging in opportunities for partnerships which deliver strong brand establishment, provide access to vast numbers of mobile subscribers, deliver gaming content that compliments competition and tournament structures and that have in-country marketing support. Such engagements include the consideration of partnerships for white label iterations of the ArcadeX technology.

On the establishment of a critical mass of gamers on the ArcadeX platform, Emerge will seek to leverage its distribution channels to monetize AAA eSports gaming supported by cloud streaming technology. The Company has outlined its strategic roadmap for accelerated distribution of GameCloud in 2020 and continues to be in discussions with potential partners.

3. Net tangible assets per security

	31 December 2019	31 December 2018
Net tangible asset per share (cents per share)	0.35 cents

4. Details of entities over which control has been gained or lost during the period

There were no entities over which control has been gained or lost during the period.

5. Details of individual and total dividends or distributions and dividends or distribution payments

Not applicable.

6. Details of any dividend or distribution reinvestment plans in operation and the last date for the receipt of an election notice for participation in any dividend or distribution reinvestment plan

Not applicable.

7. Details of associates and joint venture entities including the name of the associate or joint venture entity and details of the reporting entity's percentage holding in each of these entities

Not applicable.

8. For foreign entities, which set of accounting standards is used in compiling the report

The Company is not a foreign entity.

9. For all entities, if the accounts contain an independent audit report or review that is subject to a modified opinion, emphasis of matter or other matter paragraph, a description of the modified opinion, emphasis of matter or other matter paragraph.

The 31 December 2019 Half-Year report is based upon accounts that were reviewed by the Company's auditor are not subject to a modified opinion. The report does include an emphasis of matter regarding the going concern basis of preparation of the interim financial accounts.

Yours faithfully

Emerge Gaming Limited

Bert Mondello Chairman Tel: +618 6380 2555

EMERGE GAMING LIMITED

and its Controlled Entity ABN 31 004 766 376

Financial Report

For the Half-Year Ended 31 December 2019

CORPORATE DIRECTORY 1
DIRECTORS' REPORT 2
AUDITOR'S INDEPENDENCE DECLARATION 3
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 4
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 5
CONSOLIDATED STATEMENT OF CASH FLOWS 6
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7
NOTES TO THE FINANCIAL STATEMENTS 8
DIRECTORS' DECLARATION 12
INDEPENDENT AUDITOR'S REVIEW REPORT 13

EMERGE GAMING LIMITED and its Controlled Entities CORPORATE DIRECTORY

Emerge Gaming Limited (ABN 31 004 766 376)

Directors	Mr Gregory Stevens – CEO, Executive DirectorMr Umberto (Bert) Mondello - Non-Executive ChairmanMr Philip Re - Non-Executive DirectorMr Jonathan Hart - Non-Executive DirectorMr Firdhose Coovadia - Non-Executive Director
Company Secretary	Mr Derek Hall
Registered Office	Suite 1, 437 Roberts RoadSubiaco WA 6008
Principal Place of Business	Suite 1, 437 Roberts RoadSubiaco WA 6008Phone: +61 8 6380 2555Website: www.emergegaming.com.au
Securities Exchange Listing	Australian Securities Exchange (ASX)ASX Code: EM1ASX Code: EM1O
Share Registry	Automic Registry ServicesLevel 2, 267 St Georges TerracePERTH WA 6000Phone: +61 8 9324 2099Email: hello@automic.com.au
Auditor	Criterion Audit Pty LtdPO Box 2138Subiaco WA 6904
Solicitors	Steinepreis PaganinLevel 4, The Read Buildings16 Milligan StreetPerth WA 6000

EMERGE GAMING LIMITED and its Controlled Entities DIRECTORS' REPORT

The Directors of Emerge Gaming Limited ("Emerge" or "the Company") and its controlled entity ("the Group") present the Financial Report for the half-year ended 31 December 2019.

DIRECTORS

The names of the Company's Directors who held office during or since the end of the half-year:

Mr Gregory Stevens (CEO, Executive Director) Mr Umberto (Bert) Mondello (Non-executive Chairman) Mr Philip Re (Non-executive Director) Mr Jonathan Hart (Non-executive Director) Mr Firdhose Coovadia (Non-executive Director) - Appointed 25 October 2018

REVIEW OF OPERATIONS

The consolidated operating loss after tax for the half-year was $802,942 (2018 $887,926).

During the period, the principal activity of the Group was continuing focused on the further development, operation and expansion of its eSports tournament platform and lifestyle hub "Arcade X". Arcade X allows gamers to enter tournaments and competitions whilst engaging in their favourite mobile gaming titles.

SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

No matters or circumstances have arisen since the 31 December 2019 which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group.

AUDITOR'S INDEPENDENCE DECLARATION

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 3 for the half-year ended 31 December 2019.

Signed in accordance with a resolution of the Board of Directors made pursuant to s.306(3) of the Corporations Act 2001.

BERT MONDELLO Chairman

Dated this 28 th day of February 2020.

Criterion 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

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 Emerge Gaming Limited and Controlled Entity for the half year ended 31 December 2019, 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

ELIZABETH LOUWRENS CA Director

CRITERION AUDIT PTY LTD

DATED at PERTH this 28 th day of February 2020

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2019

		31 Dec 19	31 Dec 18
	Notes	$	$
Continuing Operations
Revenue	3	-	102,579
Other Income		18,524	27,037
Total income - continuing operations		18,524	129,615
Operating expenses		(23,633)	-
Foreign exchange gain		22	-
Administration expenses		(81,580)	(300,683)
Consulting expenses		(140,527)	(132,563)
Depreciation and amortisation		(1,092)	(984)
Employee benefits expense		(243,875)	(146,000)
Finance costs		(8)	-
Impairment of other financial assets		(121,400)	-
Marketing expenses		(5,748)	(166,562)
Research and development		(141,000)	(270,749)
Professional expenses		(20,125)	-
Share based payment expense	5,6	(42,500)	-
Total Expenses		(821,466)	(1,017,541)
Profit/(Loss) before income tax		(802,942)	(887,926)
Income tax expense		-	-
Profit/(Loss) after income tax for the year		(802,942)	(887,926)
Other comprehensive income, net of income tax		-	-
Total comprehensive profit/ (loss) for the year		-	-
Profit/ (Loss) attributable to:
Members of the parent		(802,942)	(887,926)
Non-controlling interest		-	-
		(802,942)	(887,926)
Total comprehensive income/(loss) attributable to:
Members of the parent		(802,942)	(887,926)
Non-controlling interest		-	-
		(802,942)	(887,926)
Earnings per share
Basic and diluted loss per share attributable to the ordinary
equity holders of the Company (cents per share)		(0.12)	(0.15)

The accompanying notes form part of this Consolidated Statement of Profit or Loss and Other Comprehensive Income.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2019

		31 Dec 19	30 Jun 19
	Notes	$	$
Current Assets
Cash and cash equivalents		2,484,488	3,181,897
Trade and other receivables	4	52,250	63,985
Total Current Assets		2,536,738	3,245,882
Non-current Assets
Property, plant and equipment		4,018	5,109
Total Non-current Assets		4,018	5,109
Total Assets		2,540,756	3,250,991
Current Liabilities
Trade and other payables		267,696	217,489
Total Current Liabilities		267,696	217,489
Total Liabilities		267,696	217,489
Net Assets		2,273,060	3,033,502
Equity
Issued capital	5	60,695,133	60,672,633
Reserves	6	2,207,634	2,187,634
Accumulated losses		(60,629,707)	(59,826,765)
Total equity		2,273,060	3,033,502

The accompanying notes form part of this Consolidated Statement of Financial Position.

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 DECEMBER 2019

	31 Dec 19	31 Dec 18
	$	$
Cash flows from operating activities
Receipts from customers	-	102,579
Payments to suppliers and employees	(711,185)	(1,292,312)
Interest received / (paid)	13,755	32,158
Net cash used in operating activities	(697,430)	(1,157,575)
Cash flows from investing activities
Purchase of plant and equipment	-	(4,758)
Net cash used in investing activities	-	(4,758)
Cash flows from financing activities
Payment of transaction costs	-	(36,892)
Proceeds from borrowing	-	(50,000)
Net cash provided by financing activities	-	(86,892)
Net increase/(decrease) in cash and cash equivalents	(697,430)	(1,249,225)
Cash and cash equivalents at the beginning of the year	3,181,896	3,606,158
Effects of exchange rate changes	22	-
Cash and cash equivalents at the end of the year	2,484,488	2,356,933

The accompanying notes form part of this Consolidated Statement of Cash Flows.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2019

	IssuedCapital$	AccumulatedLosses$	OptionReserve$	TotalEquity$
Balance at 1 July 2018	58,880,614	(56,873,155)	1,921,667	3,929,126
Loss for the period	-	(887,926)	-	(887,926)
Total comprehensive loss for the periodTransactions with owners in theircapacity as owners	-	(887,926)	-	(887,926)
Balance at 31 December 2018	58,880,614	(57,761,081)	1,921,667	3,041,200
Balance at 1 July 2019	60,672,633	(59,826,765)	2,187,634	3,033,502
Loss for the period	-	(802,942)	-	(802,942)
Total comprehensive loss for the period	-	(802,942)	-	(802,942)
Transactions with owners in theircapacity as owners
Recognition of share-based payments	22,500	-	20,000	42,500
Balance at 31 December 2019	60,695,133	(60,629,707)	2,207,634	2,273,060

The accompanying notes form part of this Consolidated Statement of Changes in Equity.

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2019

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 2019 and any public announcements made by Emerge Gaming Limited and its controlled entity 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 2019 annual report, except for the adoption of amending standards mandatory for annual periods beginning on or after 1 July 2019, 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 2019, 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 2019. 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 2019. 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 Group 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 period, the Group incurred a net loss of $802,942 (2018: $887,926) and had net operating cash outflows of $697,430 (2018: $1,157,575).

While the Group has cash on hand of $2,484,488 as at 31 December 2019, the Company may require additional working capital through equity over that period in order to meet the Group's stated strategic objectives.

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2019

These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Group's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.

The Directors are satisfied they will be able to raise additional working capital as required and thus it is appropriate to prepare the financial statements on a going concern basis. In arriving at this position the Directors have considered the following matters:

• The recent launch of the ArcadeX platform;
• Maintenance of low-cost structure in the lead up to revenue generation from operations;
• Ability to raise further capital based on historical success;
• Cash on hand of $2,484,488 as at 31 December 2019;
• Net assets of $2,273,060 as at 31 December 2019.

Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities at amounts that differ to those stated in the financial report.

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.

2 OPERATING SEGMENT

An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity's chief operating decision-maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes start-up operations which are yet to earn revenues. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the board of directors. During the year the Company only operated in one segment and that was the development and operation of its eSports tournament platform and lifestyle hub "Arcade X".

3 REVENUES

	31 Dec 19	31 Dec 18
	$	$
Revenue
Sales	-	102,579
Total revenue	-	102,579

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2019

4 Trade and Other Receivables

			31 Dec 19$	30 Jun 19$
Trade and Other Receivables
Other Receivables			148,159	63,985
Less: Provision for doubtful debts			(121,500)	-
			26,659	63,985
Prepayments			25,591	-
Total Trade and Other receivables			52,250	63,985
5Issued Capital
(a)Issued and paid-up capital
			31 Dec 19	30 Jun 19
			$	$
Ordinary shares fully paid			60,695,133	60,672,633
(b)Movements in shares on issue
		6 months to		Year to
		31 December 2019		30 June 2019
	No.	$	No.	$
Movements in ordinary shares on issue
Opening balance	655,594,532	60,672,633	587,593,577	58,880,614

During the period, 1,500,000 fully paid ordinary shares were issued to consultants and advisors. This expense was recognised at a price of $0.015 as at grant date.

professional investors - - 60,000,000 1,800,000

(i) 1,500,000 22,500 8,000,000 240,000 Issue of shares in return on the exercise of options - - 955 19 Capital raising costs - - - (248,000)

Closing balance 657,094,532 60,695,133 655,594,532 60,672,633

1,500,000 22,500 68,000,955 1,792,019

6 Reserves

(a) Reserves

Issue of shares under placement – sophisticated and

Issue of shares in return for service – consultants and advisors

	31 Dec 19$	30 Jun 19$
Option reserve	2,207,634	2,187,634

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2019

6 Reserves (continued)

(b) Movements in Option reserve

	31 Dec 19	30 Jun 19
	$	$
Opening balance	2,187,634	1,921,667
Issue of options in return for service – corporate advisors (i)	20,000	140,000
Issue of options in satisfaction of interest on loans from third parties	-	125,967
Total Reserves	2,207,634	2,187,634

During the period, 5,000,000 options were granted to consultants and advisors. This expense was recognised at a price of $0.004 as at grant date.

7 COMMITMENTS AND CONTINGENCIES

Lease expenditure commitments

The Group has entered into a commercial lease for office accommodation in Cape Town, South Africa. The property lease is a cancellable lease with a 1-year term, with rent payable monthly in advance. The lease can be terminated at any time.

Bank guarantee

There are no bank guarantees of the Group as at Balance Date.

Capital Commitments

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

Contingent Liability

There were no contingencies as at 31 December 2019.

8 SUBSEQUENT EVENTS

No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

DIRECTORS' DECLARATION

The directors of Emerge Gaming 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 2019 and of its performance for the half-year ended on that date; and
• 1. 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 28th day of February 2020.

BERT MONDELLO Chairman

Criterion 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

Independent Auditor's Review Report

To the Members of Emerge Gaming Limited

We have reviewed the accompanying half-year financial report of Emerge Gaming Limited ("the Company") and Controlled Entity ("the Consolidated Entity") which comprises the consolidated statement of financial position as at 31 December 2019, 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 2019 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 Emerge Gaming 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.

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 Emerge Gaming Limited and Controlled Entity 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 2019 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 $802,942 and as of that date, the Consolidated Entity had net cash outflows from operating activities of $697,430. 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.

CRITERION AUDIT PTY LTD

ELIZABETH LOUWRENS CA Director

DATED at PERTH this 28 th day of February 2020