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STREAMPLAY STUDIO LIMITED Proxy Solicitation & Information Statement 2017

Sep 14, 2017

65841_rns_2017-09-14_a73a2a5e-4209-41e8-8cea-7f2fbda9666d.pdf

Proxy Solicitation & Information Statement

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ARROWHEAD RESOURCES LIMITED (TO BE RENAMED ‘EMERGE GAMING LIMITED’) ACN 004 766 376 ADDENDUM TO NOTICE OF GENERAL MEETING

Arrowhead Resources Limited (to be renamed ‘Emerge Gaming Limited’) (ACN 004 766 376) ( Company ), hereby gives notice to Shareholders of the Company that, in relation to the Notice of General Meeting dated 31 August 2017 ( Notice of Meeting ) in respect of a general meeting of members to be held at 10:00am (WST) on 9 October 2017 at The Australian Institute of Company Directors, Allendale Square, 1/77 St Georges Terrace, Perth, Western Australia ( Meeting ), the Directors have determined to amend and supplement the information contained in the Explanatory Statement provided to Shareholders in relation to the matters set out in this addendum to the Notice of Meeting ( Addendum ).

General

Definitions in the Notice of Meeting have the same meaning in this Addendum to the Notice of Meeting.

This Addendum to the Notice of Meeting is supplemental to the original Notice of Meeting and should be read in conjunction with the original Notice of Meeting. Save for the changes to be made to Resolution 16 and Schedule 6 as set out below, all other Resolutions proposed in the original Notice of Meeting remain unchanged.

Proxy Forms

The Company confirms that there have been no changes to the Proxy Form previously dispatched to Shareholders and this Proxy Form is annexed to this Addendum to the Notice of Meeting. Shareholders are advised that:

  • If you have already completed and returned the Proxy Form which was annexed to the original Notice of Meeting and you wish to change your vote, you must complete and return the Proxy Form annexed to this Addendum to the Notice of Meeting.

  • If you have already completed and returned the Proxy Form which was annexed to the original Notice of Meeting and you do not wish to change your vote, you do not need to take any action as the earlier submitted Proxy Form will be accepted by the Company unless you submit a new Proxy Form.

  • If you have not yet completed and returned a Proxy Form and you wish to vote on the Resolutions in the Notice of Meeting, please complete and return the Proxy Form annexed to this Addendum to the Notice of Meeting.

To vote in person, please attend the Meeting at the time, date and place set out above.

SUPPLEMENTARY EXPLANATORY STATEMENT

The Explanatory Statement outlined in the Notice of Meeting is amended and supplemented as follows:

14. RESOLUTION 16 – APPROVAL FOR AN EQUAL REDUCTION OF CAPITAL AND IN-SPECIE DISTRIBUTION

14.17 Director’s Interests and Recommendations

Note 1 to the table set out at Section 14.17 is replaced with the following:

  • “1. Based on a one (1) for one (1) ratio for the In-specie Distribution.”

14.19 Additional important information for AR1 Shareholders

Section 14.19(c) is replaced with the following:

  • “(c) 136,593,414 TIPL Shares will be distributed on a pro-rata basis to all holders of ordinary shares in the capital of the Company on the Record Date ( Return Shares ) based on the number of AR1 Shares held by such holders at the Record Date.

At the date of this Notice, there are 223,368,146 Shares on issue in the Company (on a pre-Consolidation basis). At the Spin-out Record Date (following completion of the Consolidation and the Placement) there will be 136,593,414 Shares on issue on a post-Consolidation basis). Accordingly, the formula for the In-specie Distribution will be 1 TIPL Share for every 1 AR1 Share held. Any fractions of entitlement as a result of the Consolidation will be rounded up to the next whole number and this may result in the ratio of TIPL Shares issued to AR1 Shareholders being slightly less than 1 for 1;”

14.20 Information concerning AR1 Shares

The reference to “22,500,000 Shares” in the first paragraph at Section 14.20 is replaced with “12,500,000 Shares”.

14.21 Section 256C of the Corporations Act

The third paragraph is deleted and is replaced with the following:

“The Directors believe that, notwithstanding the participation of those parties who will receive 12,500,000 Shares pursuant to the Placement (on a postConsolidation basis) ( Placement Participants ), the Spin-out is fair and reasonable to Shareholders as a whole and does not materially prejudice the Company’s ability to pay its creditors for the following reasons:

  • (a) each AR1 Shareholder (including each Placement Participant) is treated equally and in the same manner since the terms of the reduction of capital are the same for each AR1 Shareholder;

  • (b) the In-specie Distribution is on a pro rata basis, and the proportionate ownership interest of each AR1 Shareholder remains the same before and after the Spin-out;

  • (c) the offer of TIPL Shares under the Prospectus is an offer to existing Shareholders of the Company, which includes a small number of

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Placement Participants. The Placement Participants have taken on greater risk by participating in an issue of Shares prior to completion of the Acquisition and without such risk, the Acquisition would not complete (the Placement is a condition precedent to the Acquisition Agreement), the Spin-out would not occur and existing Shareholders would not receive the benefit of either transaction;

  • (d) the Placement Participants will pay cash for their Shares and are entitled to the same rights as existing AR1 Shareholders in accordance with the Company’s Constitution;

  • (e) the Shares issued to the Placement Participants under the Placement will constitute 2% of the issued capital of the Company (on an undiluted basis) as at completion of the Spin-out; and

  • (f) the potential disadvantages do not outweigh the potential advantages of the Spin-out as set out in Section 14.11 above.”

14.23 Effect of Shareholder approval

Section 14.23(b) ‘ Overseas AR1 Shareholders’ is replaced with the following:

“The In-specie Distribution of the TIPL Shares to overseas AR1 Shareholders under the reduction of capital will be subject to legal and regulatory requirements in their relevant overseas jurisdictions. The Company confirms that it will make an offer of TIPL Shares to each overseas AR1 Shareholder.”

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SUPPLEMENTARY SCHEDULE 6

Schedule 6 of the Notice of Meeting is replaced as follows:

SCHEDULE 6 – TIPL PRO-FORMA BALANCE SHEET

Statement of Financial Position Notes TIPL Accounts 30
June 20171
Combined
Pro-Forma Post
Issue
ASSETS
Cash and cash equivalents 4 - 20,000
TOTAL CURRENT ASSETS - 20,000
TOTAL ASSETS - 20,000
LIABILITIES
CURRENT LIABILITIES
Borrowings 2,3 16,875,634 -
TOTAL CURRENT LIABILITIES 16,875,634 -
Borrowings 4 - 20,000
TOTAL NON-CURRENT LIABILITIES - 20,000
TOTAL LIABILITIES 16,875,634 20,000
NET ASSETS (16,875,634) -
SHAREHOLDERS EQUITY
Issued capital 2 100 829,775
Accumulated losses 3 (16,875,734) (829,775)
TOTAL SHAREHOLDERS EQUITY (16,875,634) -

Notes:

  1. Audited as part of AR1 consolidated financials for the year ended 30 June 2017. 2. Conversion of $829,675 of inter-company loan into 136,593,314 TIPL Shares.

  2. Debt forgiveness in relation to the inter-company loan of $16,045,959.22.

  3. Advance of $20,000 TIPL Loan from Arrowhead Resources Limited in accordance with the Arbitration Management Agreement.

DATED 14 SEPTEMBER 2017

BY ORDER OF THE BOARD

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MICHAEL ROSENSTREICH CHAIRMAN

Enquiries: Shareholders should contact the Company Secretary on +61 8 9246 4483 if they have any queries in respect of the matters set out in this Addendum to Notice of Meeting.

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GM Registration Card

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Arrowhead Resources Limited | ABN 31 004 766 376

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