STREAMPLAY STUDIO LIMITED — Proxy Solicitation & Information Statement 2018

Feb 21, 2018

ARROWHEAD RESOURCES LIMITED

(TO BE RENAMED ‘EMERGE GAMING LIMITED’) ACN 004 766 376

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.30am (WST) DATE : Monday, 26 March 2018 PLACE : Regency Corporate Board Room, 1/437 Roberts Road, Subiaco, WA 6008

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00pm (WST) on 24 March 2018.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES – PROPOSED ACQUISITION OF GAMING BATTLE GROUND

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purpose of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change to the nature and scale of its activities resulting from completion of the Proposed Acquisition of Gaming Battle Ground, as described in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 – ISSUE OF CONSIDERATION SECURITIES TO GBG SHAREHOLDERS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

• “That, subject to and conditional upon the passing of all Essential Resolutions , for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 184,500,000 Shares, 184,500,000 Options and 100,000,000 Performance Shares to the GBG Shareholders as consideration for the Proposed Acquisition on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by GBG, the GBG Shareholders (or their nominees) and any person who will obtain a benefit as a result of the Acquisition, except a benefit solely in the capacity of a holder of Shares, if this resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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3. RESOLUTION 3 – CAPITAL RAISING

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 250,000,000 Capital Raising Shares and 62,500,000 free-attaching Capital Raising Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by GBG,any person who is expected to participate in the proposed issue and a person who will obtain a material benefit as a result of the Acquisition or the proposed issue, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 4 – ISSUE OF ADVISOR SECURITIES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional upon the passing of all Essential Resolutions , for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 11,500,000 Shares and 11,500,000 Options to CPS Capital (or its nominees), on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by CPS Capital (and its nominees) and any person who will obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 5 – ISSUE OF DIRECTOR SHARES TO MR JASON PETERSON

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional upon the passing of all Essential Resolutions , for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 2,500,000 Shares to Mr Jason Peterson (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by Mr Jason Peterson (and his nominees) and any person who will obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this resolution is passed and any of associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the

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meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 6 – ISSUE OF DIRECTOR SHARES TO RELATED PARTY – MR JOHN KENNY

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional upon the passing of all Essential Resolutions , for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,500,000 to Mr John Kenny (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by Mr John Kenny (and his nominees) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Dated: 22 February 2018

By order of the Board

Mr Michael Rosenstreich Chairman

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Voting in person

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9246 4483 .

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND TO THE PROPOSED ACQUISITION OF GAMING BATTLE GROUND

1.1 General Background

As announced on 22 June 2017, the Company has entered into a binding share sale agreement ( Agreement ), pursuant to which the Company has agreed to acquire 100% of the issued capital of Gaming Battle Ground ( Proposed Acquisition ).

The Proposed Acquisition is conditional on the Company obtaining all necessary regulatory and Shareholder approvals to effect the Proposed Acquisition and satisfying all other requirements of ASX for the reinstatement to official quotation of the Company’s Shares on the ASX (among other things). The key terms of the Agreement are set out in Schedule 1.

The Company has been advised by ASX that, in light of the additional information disclosed in the Replacement Prospectus (when compared with the Original Prospectus), ASX requires the Company to seek Shareholder approval for the Acquisition again under ASX Listing Rule 11.1.2, as well as for the issues of Securities in connection with the Acquisition.

This Notice of Meeting sets out the Resolutions necessary to complete the Proposed Acquisition and associated transactions. Each of the Essential Resolutions are conditional upon the approval by Shareholders of each of the Essential Resolutions. If any of the Essential Resolutions are not approved by Shareholders, all of the Essential Resolutions will fail and Settlement will not occur.

A summary of the Resolutions is as follows:

• (a) as the Company is currently a mineral exploration company, the Proposed Acquisition, if successfully completed, will represent a significant change in the nature or scale of the Company’s operations to a technology company, for which Shareholder approval is required under ASX Listing Rule 11.1.2 (Resolution 1);

• (b) the issue at Settlement of:

• (i) 184,500,000 Shares ( Consideration Shares ) to the GBG Shareholders (or their nominees);

• (ii) 184,500,000 Options ( Consideration Options ) to the GBG Shareholders (or their nominees); and

• (iii) 100,000,000 Performance Shares to the GBG Shareholders (or their nominees),

(together, the Consideration Securities ) in consideration for the acquisition of 100% of the issued capital of GBG (Resolution 2);

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• (c) the Company will need to re-comply with Chapters 1 and 2 of the ASX Listing Rules and, to achieve this, must successfully undertake a capital raising by issuing 250,000,000 Shares at $0.02 per Share, together with one (1) free-attaching Option for every four (4) Shares issued on the terms and conditions set out in Schedule 2, to raise at least $5,000,000 ( Capital Raising ) (Resolution 3);

• (d) the issue at Settlement of

• (i) 11,500,000 Shares ( Advisor Shares ) to CPS Capital (or its nominees); and

• (ii) 11,500,000 Options ( Advisor Options ) on the terms and conditions set out in Schedule 2 to CPS Capital (or its nominees),

(together, the Advisor Securities ) in consideration for corporate advisory services provided by CPS Capital to the Company (Resolution 4); and

• (e) the issue of 2,500,000 Shares to each of Messrs Jason Peterson and John Kenny in consideration for services provided as a former director that resigned on 21 June 2017 (in the case of Jason Peterson) and current Director (in the case of John Kenny) (Resolutions 5 and 6).

1.2 Gaming Battle Ground

GBG was incorporated in December 2016 with the principal objective of acquiring GBG, which owns the intellectual property rights in a platform that facilitates skill based competitions in eSports, including peer-to-peer matches and tournaments.

The GBG Platform has been operating on a limited basis for the past 2 years, through the facilitation of free to play tournaments primarily in South Africa and Croatia, due to:

• (a) a focus on the further development and refinement of the GBG Platform;

• (b) the absence of the requisite consents from developers to operate all of its proposed game offerings; and

• (c) an absence of sufficient funding to undertake large scale marketing and sales activities required to operate the GBG Platform on a profitable basis.

A more detailed description of the GBG Platform is set out in Section 1.5 below.

The GBG Platform currently has over 30,000 registered users (approximately 14,000 of which were active in the past 6 months) and has grown organically through its existing online community without undertaking a large-scale marketing process. Notwithstanding this, GBG’s activities have not generated material revenues to date, resulting in GBG having historically operated at a loss.

GBG’s focus to date has been on integrating the most popular eSports titles into the GBG Platform. However, GBG has identified that there is a community of social gamers that play mobile games. Following completion of the Proposed Acquisition, GBG will also seek to integrate mobile games into the GBG Platform, subject to receipt of any consents required by the game developers.

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Various potential revenue sources have been identified, which are discussed in further detail in Section 1.6 below. Initially, GBG will focus on generating revenue through the MTN Agreement (a description of which is set out in Section 1.6(c) and through advertising and corporate sponsorships as described in more detail in Section 1.6(c).

The key business strategies that are anticipated to drive investment value will be to:

• (a) continue to commercialise and develop the GBG Platform and launch the third version of the GBG Platform (as described in Section 1.5(e));

• (b) enter into corporate partnerships, advertising arrangements and strategic alliances with key industry players and marketers;

• (c) undertake the proposed international roll-out and expansion of the GBG Platform;

• (d) create awareness of the GBG Platform with a view to positioning GBG as a recognised eSports platform; and

• (e) building brand equity via content creation and partnerships, ensuring consistent user acquisition and engagement on the GBG Platform.

1.3 Key Investment Highlights

The Directors and Proposed Directors are of the view that the key highlights of an investment in the Company include:

• (a) the key executives of GBG have an intimate knowledge of the market and history in the eSports industry;

• (b) the GBG Platform has integrated some of gaming’s most successful titles and has successfully facilitated over 10,000 free online tournaments, provided that these tournaments have been facilitated on a nonrevenue generating basis;

• (c) GBG is aiming to become a key link between brands and gamers, offering brands reach to the millennial consumer through constant engagement and ongoing retention; and

• (a) GBG has identified various potential commercialisation avenues that provide the GBG Platform with the opportunity to capture revenues from the gaming and eSports industries.

1.4

eSports Industry

eSports are a form of competition that is facilitated by electronic systems, including video games. The developers of these games often provide servers and a platform through which gamers can play video games online against human opponents.

eSports tournaments have recently become larger and corporate sponsorship has become more common. Increasing viewership, both in person and online, has brought eSports to a wider audience. Tournaments such as The International (Dota 2), League of Legends World Championship, Call of Duty World League, the Evolution Championship Series and the FIFA Interactive World Cup provide

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broadcasts of the competition and some pay substantial prize money to competitors.

As the global eSports market continues to grow, there has been an emergence of platforms that provide amateur gamers with a central hub to organise eSports tournaments themselves on a smaller scale compared to the professional tournaments. These platforms allow amateur gamers to create and enter into eSports tournaments and compete against one another for prize money.

Whilst eSports is most well-known for the big-name titles such as those mentioned above, eSports is a much broader and larger market, and includes games available and played across multiple platforms, including mobile devices.

There are a number of other companies that provide similar online gaming platforms to GBG, including World Gaming, Battlefy, pwnwin and Toornament. Some of these competitors are currently operating pay to play tournaments for games offered by GBG and may therefore be considered more commercially advanced than GBG.

1.5 GBG Platform

(a) Overview

The GBG Platform is an online web application that is accessible through an internet browser from a PC, Mac, smart phone or tablet. The GBG Platform has been operating on a limited basis for over 2 years and is in its second generation. GBG are presently finalising the third generation of the GBG Platform.

The GBG Platform is:

• (i) device agnostic, with the capacity to integrate games played on PCs, mobile devices and tablets; and

• (ii) game agnostic, with the capacity to introduce new game titles, including mobile games, to the GBG Platform without requiring further development.

There are legal and regulatory requirements and restrictions applicable to the GBG Platform that will need to be satisfied in order for GBG to operate the GBG Platform on a revenue generating basis (refer to Section 1.8). Prior to making any game titles available on the GBG Platform, GBG ensures that it is permitted to do so in accordance with the licensing requirements of game developers and the legal and regulatory requirements in each jurisdiction in which the GBG Platform is made available.

(b) Integration of Gaming Titles on the GBG Platform

All e-sports games of which GBG is currently aware are capable of being integrated into the GBG Platform, provided that all necessary legal and regulatory requirements have been obtained to enable GBG to do so.

At the most basic level, the process for integrating games into the GBG Platform requires uploading game artwork onto the GBG Platform, consideration by GBG management as to how tournaments will be

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structured and inclusion of instructions on the GBG Platform with respect to how tournaments can be entered.

Subject to receipt of any necessary consents, integration through Application Programming Interfaces ( API ) provided by game developers and hosting of dedicated servers will also be considered.

(c) Facilitation of Competitions and Tournaments

Registered users can login to the GBG Platform to participate in competitions and tournaments organised and facilitated by GBG. Users are also able to earn points for matches facilitated through the GBG Platform, which are recorded on a leader board on the GBG website.

Game tournaments, competitions and matches on the GBG Platform are made available through connecting users of the GBG Platform with other users. Users are then directed by the GBG Platform to connect with each other to compete on game servers made available by game developers and other third parties, with the outcomes of those matches being submitted to GBG by the users, with GBG then verifying and recording the outcomes to provide a tournament structure.

GBG uses two methods for retrieving and verifying the results of games played by users through the GBG platform:

• (i) Automatic Retrieval and Verification : Where game developers have provided open access to such results through their servers or where GBG hosts matches on its own servers (this has currently only been implemented for Counter Strike: Global Offensive, refer to Section 1.5(d) below), GBG uses Application Programming Interfaces to automatically retrieve the outcome of matches between gamers directly from the gaming servers. This verification process is currently made available by GBG only for League of Legends through use of the API made available by the game developer.

• (ii) Screenshot Verification : Where game developers do not provide open access to the results or where GBG does not host matches on its own servers, a manual submission is required to be submitted by the user sending a screenshot of the match outcome to GBG. A GBG result adjudicator then verifies the outcome of the match through a simple “swipe or click to verify” process.[1]

The GBG Platform can also be used to arrange specific game parameters using the APIs made available by game developers, permitting it to customise competitions and tournaments to suit gamers’ preferences (for example, team size or map selection). This feature will be applied only to the extent that customisation of game parameters is made available by game developers for the games integrated into the GBG Platform. It is common for match customisation to be permitted in the most popular games played online.

1 The swipe or click to verify process involves a GBG employee reviewing screenshots of match outcomes submitted by users and simply swiping a touch screen or clicking on screen to confirm the result of a match.

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(d) Geo-Fencing

GBG is able to apply geo-fencing to the GBG Platform, which allows GBG to make different forms of the GBG Platform (i.e. free to play versus pay to play) available in different countries. Some of the key benefits of geo-fencing are set out below:

• (i) Legal and Regulatory Compliance : geo-fencing ensures that GBG does not offer a revenue model in a country where such an offering is prohibited or requires a licence that GBG does not currently hold (see Section 1.8 for further detail with respect to the regulatory landscape applicable to GBG’s business); and

• (ii) Marketing and Sponsorship : geo-fencing facilitates country specific offerings to users based on community preferences in a particular country, including:

• (A) the ability to provide country-specific media content; and

• (B) enabling entry into country-specific corporate advertising and sponsorship deals.

Where possible, GBG also plans to make dedicated game servers available to users in specific regions to promote local user competition. A dedicated game server is one where GBG pays for the cost of hosting a game server, which can only be accessed by its registered users. GBG may require approval from game developers to host matches on dedicated game servers instead of matches being hosted on game servers made available by game developers or other third parties. GBG will only implement this feature upon receipt of all necessary approvals. Currently, the only game for which GBG has operated a dedicated game server is Counter Strike: Global Offensive (CS:GO).

The availability of GBG to provide dedicated game servers will not have a direct effect on GBG’s ability to generate revenue, as GBG does not seek to derive revenue directly from the hosting of matches on its servers. So long as game servers are made available by game developers or other third parties and GBG has all necessary licences and consents to do so, GBG is able to earn revenue in the manner set out in Section 1.6 below.

However, GBG being unable to provide dedicated game servers to its registered users may have an indirect impact on GBG’s revenue in situations where excessive latency that may be experienced as a result of using game developers’ servers may result in potential customers not using the GBG Platform.

(e) Development of GBG Platform

The GBG Platform has been developed under the oversight of GBG’s chief technology officer (Luka Ciganek) by a project manager, various developers and a lead art director that are engaged as consultants to GBG.

Key development staff, in particular Luke Ciganek who has historically been responsible for development of the GBG Platform, have been remunerated through the issue of GBG Shares. These developers will

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receive a total of 37,500,000 Consideration Shares, 37,500,000 Consideration Options and 14,337,512 Performance Shares.

GBG Bulgaria has paid approximately $42,000 to its development staff since its incorporation in 2015. Since 30 June 2017, GBG has paid approximately $123,000 in consultancy fees to consultants for development costs in respect of the GBG Platform.

The GBG Platform was conceptualised in June 2014 and the first version was released in early 2015. In January 2016, the second version of the GBG Platform was released, which included additional functionality such as social features (friends, teams and messaging ability), social media integration and improved user communication (reminders and notifications). This is the currently available version of the GBG Platform online.

GBG is in the final stages of developing a third version of the GBG Platform, which has been developed to include additional functionality to more effectively facilitate the corporate advertising and sponsorship revenue model. The third version of the GBG Platform will also implement further developments on game integration and improvements of the user experience and user interface. GBG is aiming to release the third version of the GBG Platform in early 2018.

1.6 Revenue Models

• (a) Game Offerings

There are various offerings that are able to be made available through the GBG Platform, as set out below:

• (i) Free to Play : This is the only offering currently operated on the GBG Platform. This offering permits registered users to enter into competitions and tournaments free of charge. Through participating in these offerings, users:

• (A) earn points that are used to determine rankings on the leader board made available on the GBG website; and

• (B) earn virtual currency, which can be traded for digital items, which are intended to be purchased from game developers, from the digital shop on the GBG website (this virtual currency cannot be cashed out for any real currency or anything else of real world value).

• (ii) Corporate and Advertising Model : Under this offering, GBG will operate the free to play model, but will invite corporate partners or telecommunications companies to brand tournaments in exchange for payment of a fee. GBG does not currently operate the GBG Platform in this way.

• (iii) Subscription : The GBG Platform is capable of being operated such that a monthly subscription fee is payable by registered users. Users would then have access to competitions and tournaments with a chance to win prizes for competitions and tournaments over and above those offered under the free to

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play model. GBG does not currently operate the GBG Platform in this way.

• (iv) Pay to Play: The GBG Platform is capable of being operated so that registered users are able to pay real currency into a virtual wallet (i.e. through PayPal). These funds could then be used to compete in matches played against other users, or as a payment to enter into tournaments and competitions. The winner of such matches and tournaments would then be able to win real currency which could be withdrawn from the virtual wallet. GBG does not currently operate the GBG Platform in this way.

The decision on which gaming model, or combination of gaming models, to apply when entering a specific country depends mainly on commercial feasibility, legal compliance, licensing requirements and market preferences.

(b) GBG’s Current Activities

To date, GBG has over 30,000 registered users (approximately 14,000 of which have been active in the past 6 months) and has facilitated over 10,000 gaming tournaments across the following gaming titles:

• (i) Counter-Strike: Global Offensive[TM] ;

• (ii) DOTA 2[TM] ;

• (iii) League of Legends[TM] ;

• (iv) Hearthstone[TM]

• (v) Overwatch[TM] ;

• (vi) Heroes of the Storm[TM]

• (vii) Star Craft[TM]

• (viii) Smite[TM] ; and

• (ix) Spellweaver[TM] .

As these were free to play tournaments, GBG’s activities have not generated material revenues, resulting in it having operated at a loss to date.

GBG has not operated the corporate advertising, subscription or pay to play variants of the GBG Platform to date, as it has been focussed on the further development and refinement of the GBG Platform and has not had sufficient funding to undertake large scale marketing and sales activities required to operate these variants of the GBG Platform.

(c) Advertising and Corporate Sponsorship

As set out above, the foundation of the GBG Platform is to service corporate advertising customers. Subject to ensuring that it has all necessary consents and is in compliance with all legal and regulatory requirements (refer to Section 1.8 for a discussion with respect to these

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requirements), GBG’s initial strategy will be to finalise contractual arrangements with telecommunications companies and corporate sponsors.

GBG is currently in discussions with corporate branding agencies with respect to entry into commercial arrangements under which GBG would provide integration of advertising content into the GBG Platform.

GBG is currently negotiating various sponsorship arrangements, including a 12-month limited category exclusive (i.e. limited to a defined industry) tournament service offering with a major fast food brand in South Africa under which the brand’s marketing material is anticipated to be included on the GBG Platform for specific tournaments.

GBG have recently agreed terms with South Africa’s biggest mobile phone company, Mobile Telephone Networks Proprietary Limited (a company incorporated in South Africa) ( MTN South Africa ). GBG has registered as a content provider on the MTN IMI Mobile platform and have integrated the MTN IMI Mobile into the GBG Platform.

The contract is a content distribution agreement ( MTN Agreement ), under which GBG is entitled to a 40% share of profits derived through the use of the GBG platform by customers of MTN South Africa. GBG will offer tournament and competition setup services primarily in relation to mobile games, as well as the provision of rich media content for marketing purposes.

Revenue will be generated by MTN South Africa through charging a daily fee to its customers for access to the GBG platform and will remit 40% of the shareable revenue (i.e. revenue after costs, fees and value added tax) to GBG. The contractual arrangements also contemplate MTN South Africa contributing to the costs of prizes and sponsorship for the competitions offered through the GBG platform, with the commercial terms of such contribution to be finalised at a later date. Detailed terms of the MTN Agreement are set out in Schedule 4.

MTN Group is a South Africa-based multinational mobile telecommunications company, operating in many African, European and Asian countries. MTN Group is listed on the Johannesburg Stock Exchange, has approximately 230 million subscribers worldwide (approximately 30 million of which are in South Africa), is Africa’s biggest mobile-phone company by subscribers and is one of South Africa’s largest companies.

GBG will seek to enter into similar contractual arrangements in all jurisdictions in which MTN Group operates.

GBG also sees the integration of mobile games into the GBG Platform as a low barrier to entry market in which it can build a user base for the GBG Platform. In particular, there are a number of businesses that offer HTML5 games for sale or licence and permit commercialisation without the consent requirements that are involved with integrating the bigname eSports titles.

GBG will aim to operate the GBG Platform through both the most popular eSports titles, as well as through mobile gaming titles.

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(d) Content Revenue

GBG’s in country focus is likely to allow GBG to create local eSports content in emerging markets. This includes interviews with users and writing eSports articles or blogs. GBG does not currently provide such content, but if it does so in the future it will seek to generate revenue through advertising on the website(s) on which the content is made available.

Game developers typically prohibit the broadcasting of tournaments for commercial gain, other than with the developer’s prior consent. If GBG is able to obtain this consent, it will also seek to broadcast tournaments and sell tournament streams to media outlets. GBG will not broadcast tournaments for commercial gain unless and until it has obtained all necessary consents from gaming developers.

(e) Subscription and Pay to Play Offerings

The GBG Platform has the capacity to offer subscription and pay to play offerings. However, these offerings will not be made available unless and until GBG has received all necessary licences and regulatory consents to do so (refer to Section 1.8 for a discussion with respect to these requirements).

GBG’s initial focus will be on establishing the advertising and corporate branding model following the Company’s readmission to the Official List. GBG will consider offering the subscription and pay to play formats once it has developed a significant user base. What amounts to a significant user base will be specific to each country in which the GBG Platform operates, as users in different countries will have differing preferences with respect to which is the preferred gaming model. Any decision to offer these models will also be dependent on the number of corporate sponsors identified in each country.

For jurisdictions in which the subscription and/or pay to play models are not legally permitted, GBG will apply geo-fencing to ensure that such tournaments are not advertised or provided in those jurisdictions. Some game developers prohibit generating revenue via subscription and pay to play models without their prior consent. GBG will not offer these gaming models unless and until it has obtained all necessary consents from gaming developers.

The subscription and pay to play models are not permitted to be offered within Australia without GBG being granted a licence to do so. As such, these offerings will not be made available to users in Australia until such time as the Company considers that applying for a licence is warranted given the additional associated licensing and compliance costs.

1.7 Roll-out of GBG Platform

(a) Australian Launch

GBG intends to launch in Australia following the Company’s readmission to the Official List. The Proposed Directors believe there is potential for GBG to expand its profile into Australia as Australia represents a mature gaming and eSports market in a first world economy. It is intended that GBG’s head office will be located in Australia and its corporate,

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banking, management and compliance teams will be based and operated out of the Australian head office.

It is anticipated that only the free to play and corporate and advertising formats will be made available in Australia. The Australian launch is targeted for early 2018.

The subscription and pay to play models are not permitted to be offered within Australia without GBG being granted a licence to do so, which GBG does not currently intend to obtain. As such, at this time it is not intended that these offerings will be made available to users in Australia. GBG may consider seeking this licence if the Company considers that applying for a licence is warranted given the potential market and associated licensing and compliance costs.

(b) International Roll-Out

The international roll-out strategy of GBG is focused on launching the GBG platform in both mature markets (for example, Australia and UK) and emerging markets (such as Brazil).

Following its launch in Australia, GBG plans to commence its international roll-out strategy with a focus on the jurisdictions discussed below, which were selected by the Proposed Directors and senior management personnel of GBG after consideration of a number of factors including, eSports adoption, population, online population and internet penetration (among other things).

In particular, over the next three years, GBG will focus on expanding in jurisdictions where eSports has a high rate of market adoption including, Brazil, South Korea, the United Kingdom, which are relatively untapped jurisdictions with significant eSports potential due to the size of the population and the currently low gaming revenues.

GBG’s international expansion is structured around an organised prelaunch and launch process. GBG will seek to leverage local digital marketing and public relations agencies to assist with the launch process. The outsourced marketing and public relations agencies will be accountable for the research, planning and execution of the launch (subject to reporting to GBG throughout the process).

The pre-launch and launch processes are set out in more detail below:

• (i) Pre-launch: The pre-launch process will take approximately 2 to 3 months per country with estimated external costs of $55,000 in business development costs per country, including:

• (A) legal and compliance (refer to Section 1.8 below);

• (B) establishment of corporate partnership agreements to assist GBG in funding marketing of the GBG Platform;

• (C) country feasibility analysis; and (D) launch planning.

• (ii) Launch: On the establishment of each target country’s feasibility, the launch process will be followed for a period of 4

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months, with estimated external costs of $75,000 per country, including:

• (A) organising and administrating planned tournaments and competitions;

• (B) funding the marketing of the GBG Platform with the assistance of corporate partners;

• (C) co-funding competitions and prizes; and

• (D) measurement of the country launch performance.

It is anticipated that approximately $540,000 will be expended by the Company over the 2 years following admission to the Official List on completing its international expansion plans. The table in Section 1.14 provides further detail with respect to the proposed use of funds raised under the Offer, with the expansion costs split between business development, sales, marketing and operations.

1.8 Licensing and Regulatory Requirements

(a) Compliance Governance Framework

GBG is in the process of implementing a legal and regulatory compliance governance framework, which will form the basis within GBG in which controls will be put in place to monitor licensing and regulatory risk on an ongoing basis. The governance framework will ensure that:

• (i) at least two Directors are responsible for legal and regulatory risk management and will be accountable for the appropriateness, implementation and effectiveness of the framework and the engagement of external experts (such as incountry legal counsel); and

• (ii) an appropriately qualified Head of Compliance will be responsible for monitoring and reporting to the board on legal and regulatory risk and maintaining relationships with legal and regulatory bodies.

The framework will set out processes for appropriately selecting leading legal experts (with sufficient experience in the relevant sector) to provide independent legal opinions on the legality of GBG’s current and proposed operations.

(b) Game Developer Licensing

Each game developer has specific terms and conditions associated with the use of its intellectual property and the integration of its gaming titles into the GBG Platform. This also extends to use of the trademarks and artwork specific to the game titles.

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Game Title	Free to Play Model	Corporate and Advertising Model	Subscription Model	Pay to Play Model
Counter-Strike: Global OffensiveTM **(CS:GO)1 **	Permitted without consent	Developer consent required	Developer consent required	Developer consent required
**DOTA 21 **	Permitted without consent	Developer consent required	Developer consent required	Developer consent required
League of LegendsTM 2	Developer consent obtained	Developer consent obtained	Developer consent obtained	Developer consent obtained
HearthstoneTM 3	Permitted without consent	Developer consent required	Developer consent required	Developer consent required
**OverwatchTM 3 **	Permitted without consent	Developer consent required	Developer consent required	Developer consent required
Heroes of the StormTM 3	Permitted without consent	Developer consent required	Developer consent required	Developer consent required
Star CraftTM 3	Permitted without consent	Developer consent required	Developer consent required	Developer consent required
SmiteTM 3	Permitted without consent	Developer consent required	Developer consent required	Developer consent required
SpellweaverTM 4	Developer consent obtained	Developer consent obtained	Developer consent obtained	Developer consent obtained

Notes:

1. Valve Corporation: Earning of revenue through offering the Valve Corporation game titles in any form is not allowed without the express permission of Valve Corporation (which has not yet been sought by GBG).

2. Riot Games: GBG has obtained the consent of Riot Games for the integration of League of Legends into the GBG Platform. While Riot Games has approved the use of the API for GBG offering all gaming models, GBG has not to date offered any tournaments or competitions other than free to play tournaments.

3.

Blizzard Entertainment: Earning of revenue through offering the Blizzard Entertainment game titles in any form is not allowed without the express permission of Blizzard Entertainment (which has not yet been sought by GBG). Blizzard Entertainment’s community competition licence permits free to play tournaments.

1. Dream Reactor: GBG has obtained the consent of Dream Reactor for the integration of Spellweaver into the GBG Platform. While Dream Reactor has approved all gaming models, GBG has not to date offered any tournaments or competitions other than free to play tournaments.

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GBG will seek consents from game developers that it has not already been granted, where required and will seek all necessary consents for other games not currently integrated into the GBG Platform prior to integrating those games. On the basis that GBG’s competitors currently operate pay to play tournaments for the game titles listed above, GBG expects that consent from the game developers will be forthcoming. However, GBG is not aware of the terms on which such consent may be given. Failure to receive such consents, or receipt of such consents on terms that are not commercially feasible for GBG’s operations, will have an adverse effect on GBG’s ability to generate revenue.

(c) Regulatory Requirements

GBG is based in Australia and is subject to Australian laws and regulations. However, GBG currently has its operations in international jurisdictions such as South Africa and Croatia and the Company will need to ensure that it complies with all regulatory requirements in these jurisdictions, such as licensing and reporting requirements, as well as any other jurisdictions in which the GBG Platform will be operated in the future.

The subscription and pay to play models are not permitted to be offered within Australia without GBG being granted a licence to do so, which GBG does not currently intend to obtain. As such, at this time it is not intended that these offerings will be made available to users in Australia. GBG may consider seeking this consent if the Company considers that applying for a licence is warranted given the potential market and associated licensing and compliance costs.

Based on the information available to Croatian and South African counsel, all of the Company’s product offerings and revenue models are permissible under Croatian and South African law. However, to date only the free to play model has been operated. GBG will apply geofencing to ensure that its offerings are not available to persons in jurisdictions in which such offerings would be prohibited.

1.9 Direction of the Company

Upon Settlement of the Proposed Acquisition, the Company’s focus will shift from mineral exploration in Egypt to the technology industry, specifically the development and commercialisation of the GBG Platform.

The Board considers that the quantum of the Consideration Shares, Consideration Options and Performance Shares to be issued for the Proposed Acquisition reflects reasonable fair value of GBG in view of the Company having conducted arm’s length negotiations with representatives of GBG to arrive at the commercial terms of the Proposed Acquisition.

In determining the consideration for the Proposed Acquisition, the Company also took into account the following considerations:

• (a) internal revenue and profit forecasts of GBG. However, those forecasts cannot be stated publicly as they do not comply with ASIC guidelines (in particular, ASIC Regulatory Guide 170 which requires directors to have a reasonable basis for disclosing forecast financial information);

• (b) third party transactions in the technology market; and

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• (c) the Board’s assessment of the future prospects of GBG based on the status of its technology and the growth forecast of the eSports industry.

As with the acquisition of any business or asset that does not have a meaningful track record of revenue and profitability, there is not always an appropriate formal valuation methodology (e.g. discounted cash flow) available when determining the purchase price and the Company was required to take into account qualitative factors such as those set out above in coming to a decision on price.

The Board is of the opinion that the opportunity presented under the Proposed Acquisition represents an opportunity that is in the best interests of current Shareholders of the Company and was involved in a lengthy negotiation process prior to executing the Acquisition Agreement.

The opportunity structured and presented under the Proposed Acquisition presents Shareholders with the opportunity to hold a position in a unique business with the ability to generate revenue in an existing market with an opportunity for significant growth.

1.10 Group Structure

Upon Settlement occurring, GBG will become a wholly owned subsidiary of the Company. A group structure diagram is set out below, which assumes completion of the Acquisition and the Spin-out:

==> picture [369 x 131] intentionally omitted <==

----- Start of picture text -----

Arrowhead Resources Limited Mj
(to be renamed Mj
Emerge Gaming Limited) Mj
Adobha MjResources Mj Gaming Battle Ground M
Eritrea MjPty MjLtd Mj Pty MjLtd Mj
----- End of picture text -----

Adobha Resources Eritrea Pty Ltd is a dormant wholly owned subsidiary of the Company.

1.11 Key Dependencies of the Business Model

The key factors that GBG will depend on to meet its objectives are:

• (a) the Company’s capacity to re-comply with Chapters 1 and 2 of the ASX Listing Rules to enable re-admission to quotation of the Company’s securities;

• (b) the successful completion of the Offer;

• (c) the successful completion of the Proposed Acquisition;

• (d) raising sufficient funds to implement GBG’s business strategies (including the international roll out expansion strategy) to continue to drive user acquisition;

• (e) the receipt of regulatory and other third party approvals to implement the other revenue models as set out above;

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• (f) concluding negotiations with corporate partners to generate advertising revenue through the GBG Platform;

• (g) the ability of the Company to attract users to the GBG Platform and retain existing users; and

• (h) the ability to provide superior functionality and service to its users.

1.12 Re-compliance with Chapters 1 and 2 of the ASX Listing Rules

ASX has advised the Company that, given that the Company is proposing to make a change in its activities from a mineral exploration company to a technology company, it has exercised its discretion to require the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules prior to the Company completing the Acquisition.

For this purpose, the Company will be required to re-comply with the conditions to listing on ASX set out in Chapters 1 and 2 of the ASX Listing Rules in order to achieve Settlement and before it can be re-instated to trading on ASX following Settlement.

1.13 ASX waivers and confirmations obtained

ASX Listing Rule 2.1 Condition 2 provides that it is a condition of quotation of the main class of a company’s securities of an entity seeking admission to ASX that the issue price of the securities for which the company seeks quotation must be at least A$0.20 in cash. In addition, ASX Listing Rule 1.1 Condition 11 provides that for an entity to be admitted to the official list, the exercise price for any options on issue must be at least A$0.20 in cash.

On 30 August 2017, ASX granted the Company waivers from the requirements outlined above to enable the Company to:

• (a) a waiver from the requirements of ASX Listing Rule 2.1 Condition 2 to permit it to issue Shares under the Capital Raising at an issue price of $0.02 per Share; and

• (b) a waiver from the requirements of ASX Listing Rule 1.1 Condition 11 to permit it to have Options on issue or to be issued with exercise prices of $0.02 (being the Capital Raising Options, the Advisor Options and the Consideration Options) after the completion of the Proposed Acquisition.

As this waiver has expired, the Company has made another application for a waiver of ASX Listing Rules 2.1 Condition 2 and 1.1 Condition 11 on the same terms as set out above. The waiver has not been granted as at the date of this Notice. If the waiver is not subsequently granted, the Company will need to complete a consolidation to ensure that the issue price of Shares under the Capital Raising and the exercise price of all Options on issue, or to be issued, are greater than $0.20.

This waiver is subject to Shareholders approving the Company undertaking the Capital Raising at not less than $0.02 and issuing Options in connection with the Proposed Acquisition with exercise prices not less than $0.02.

On 30 August 2017, ASX approved the terms and conditions of the Company’s Performance Shares to be issued subject to Shareholder approval (refer to Resolution 2) in accordance with ASX Listing Rules 6.1 and 6.2.

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1.14 Use of Funds

The Company has entered into a loan agreement with Celtic Capital Pty Limited ( Celtic ) under which Celtic will make a secured loan facility of $120,000 ( Facility ) available to the Company to fund the Company’s working capital requirements for the period ending on Settlement of the Acquisition and re-instatement to trading on the Official List of the ASX ( Bridging Finance ). A commitment fee of $5,000 and a non-refundable interest prepayment of $3,600 is payable to Celtic in consideration for Celtic making the Facility available. Any amounts drawn down under the Facility will be repayable by the Company on 8 May 2018.

The Company does not presently intend on drawing down any of the Bridging Finance but has sought the facility to ensure that its working capital requirements are sufficiently funded until Settlement of the Acquisition.

To assist the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules and to support its strategy post-completion of the Proposed Acquisition, the Company intends, subject to Shareholder approval, to conduct a Capital Raising under a Public Offer pursuant to a full form prospectus to raise $5,000,000 at an issue price of $0.02 per Share. Shareholder approval for the Capital Raising is the subject of Resolution 3.

The Company intends to apply funds raised from the Capital Raising, together with existing cash reserves of the Company and GBG, over the first two years following the readmission of the Company to the Official List of ASX as follows:

Use of Funds	Amount	%
Existing cash reserves of the Company1	$120,000	2.34%
Funds raised under the Public Offer	$5,000,000	97.66%
TOTAL	$5,120,000	100%
Redesign and commercially expand the technology application2	$750,000	14.65%
Business development3	$370,000	7.23%
Sales and marketing4	$960,000	18.75%
Operations5	$1,950,000	38.09%
General Working Capital6	$500,000	9.77%
Expenses associated with the Offers and the Acquisition	$590,000	11.52%
TOTAL	$5,120,000	100%

Notes:

1. Cash reserves of the Company and GBG at Settlement of the Proposed Acquisition (assuming settlement of the Proposed Acquisition and no expenditure by the Company in relation to the Offers in the period prior to re-listing, which has been accounted for in the expenses associated with the Offers). This also assumes that all funds raised by GBG have been expended in maintenance of GBG’s operations prior to settlement of the Proposed Acquisition.

2. Including completing development of the third version of the GBG Platform, implementing additional features to the GBG Platform, country integration development (including making the GBG Platform available in additional languages, confirmation that GBG is in compliance with local regulatory requirements, country-specific partnerships and integrations), further game title integration development (i.e. inclusion of new gaming titles on the GBG Platform and ensuring that all necessary licences are held in relation to such games), additional device integration and user scale optimisation.

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1. Business development costs include international travel and accommodation, legal and compliance costs of international expansion, trade shows, corporate events, nonmarketing sponsorships and the cost of business development staff.

2. Sales and marketing costs include all costs relating to direct advertising and promoting the GBG Platform, online tournament prize sponsorship, key country ambassadors and sales and marketing salaries.

3. Including operational costs to support technological and commercial services such as technology infrastructure (such as local servers), rental costs and operational salaries (primarily for marketing and development requirements). These costs can be broken down as follows:

4. (a) property rental costs and related costs for GBG’s offices of approximately $130,000;

5. (b) technology infrastructure costs for outsourced hosting and maintaining geo-servers, dedicated game servers, telephones and internet of approximately $75,000;

6. (c) office maintenance and setup costs of approximately $45,000; and

7. (d) salaries for Board members, management, marketing consultants, tournament operators and office support staff of approximately $1,700,000.

8. Working capital costs include administration costs including salaries, general corporate costs including rent and the provision of services to the Company.

It should be noted that the Company’s budgets will be subject to modification on an ongoing basis depending on the results obtained from development, sales and marketing and commercialisation activities. This will involve an ongoing assessment of the GBG technology and Platform. The results obtained from development, sales and marketing and commercialisation activities may lead to increased or decreased levels of expenditure on certain activities reflecting a change in emphasis. The Company will also seek to partner with local businesses to co-fund the roll out of the GBG Platform in new jurisdictions and will manage roll out costs in new jurisdictions by measuring the effectiveness of direct digital marketing against the growth of the GBG Platform in each jurisdiction. Differing degrees of success in these matters may increase or decrease the Company’s roll-out costs.

The above table is a statement of current intentions as of the date of this Notice of Meeting. As with any budget, intervening events (including marketing and commercialisation success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

The Directors and Proposed Directors consider that following completion of the Public Offer, the Company will have sufficient working capital to carry out its stated objectives. It should however be noted that an investment in the Company is speculative and investors are encouraged to read the risk factors outlined in Section 1.10.

1.15 No Underwriter

The Public Offer is not underwritten. However, the Company has appointed Hunter Capital Advisors to lead manage the Public Offer.

Jonathan Hart (a Proposed Director) is a consultant to Hunter Capital Advisors and may receive a portion of the management fee to be paid by the Company to Hunter Capital Advisors for any Securities placed to clients of his under the Public Offer.

The fees payable to Hunter Capital Advisors were negotiated on an arm’s length basis. A company associated with Hunter Capital is also a GBG Shareholder and will receive 17,000,000 Consideration Shares, 20,250,000 Consideration Options and 7,125,000 Performance Shares under the Consideration Offer.

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1.16 Pro forma capital structure

The proposed capital structure of the Company following completion of the Proposed Acquisition and issues of all Securities contemplated by this Notice is set out below.

	Shares	Options1	Performance Shares
Securities currently on issue as at the date of this Notice of Meeting	136,593,577	Nil	Nil
Options to be issued to Shareholders under the Bonus Issue	Nil	136,593,5772	Nil
Securities to be issued under the Public Offer	250,000,000	62,500,000	Nil
Consideration Securities to be issued to GBG Shareholders under the Consideration Offer	184,500,000	184,500,000	100,000,0003
Advisor Securities to be issued to CPS Capital under the Advisor Offer	11,500,000	11,500,000	Nil
Director Shares to be issued to Messrs Jason Peterson and John Kenny under the Director Offer	5,000,0004	Nil	Nil
TOTAL	587,593,577	395,093,577	100,000,000

Notes:

1. The terms and conditions of the Options are set out in Schedule 2.

2. These Options are proposed to be issued by way of a bonus issue to existing Shareholders prior to completion of, and issue of the Securities under, the Public Offer.

3. Comprising 33,333,333 Class A Performance Shares, 33,333,333 Class B Performance Shares and 33,333,334 Class C Performance Shares. The terms and conditions of the Class A, B and C Performance Shares are set out in Schedule 3.

4. Being, 2,500,000 Director Shares to be issued to each of Messrs Jason Peterson and John Kenny under the Director Offer.

1.17

Pro forma balance sheet

The pro-forma balance sheet of the Company following completion of the Proposed Acquisition, Spin-out and issues of all Shares, Performance Shares and Options contemplated by this Notice is set out in Schedule 5. The historical and pro-forma information is presented in an abbreviated form, insofar as it does not include all of the disclosure required by the Australian Accounting Standards applicable to annual financial statements.

1.18 Indicative timetable

An indicative timetable for Settlement of the Proposed Acquisition, the Spin-out and the associated transactions set out in this Notice is set out below:

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Event1	Date
Lodgement of Original Prospectus with the ASIC	9 October 2017
General Meeting of Shareholders	9 October 2017
Opening Date of the Public Offer	9 October 2017
Opening Date of the Secondary Offers	9 October 2017
Lodgement of Replacement Prospectus with ASIC	8 January 2018
Lodgement of Supplementary Prospectus with ASIC	12 February 2018
Expiry of withdrawal rights	12 March 2018
Closing Date of the Offers	12 March 2018
General Meeting of Shareholders	26 March 2018
Issue of Securities under the Offers	27 March 2018
Despatch of holding statements	27 March 2018
Re-commencement of quotation on ASX	3 April 2018

Notes:

1. The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Dates (or one or more of them) or close the Offers (or one or more of them) early without prior notice. The Company also reserves the right not to proceed with the Offers at any time before the issue of Securities to Applicants.

2. The above stated date for settlement of the Proposed Acquisition is only a good faith estimate by the Directors and may be extended.

Please note this timetable is indicative only and the Directors reserve the right to amend the timetable as required.

1.19 Board Intentions upon Settlement

In the event that Settlement occurs, the Company proposes to:

• (a) continue development of the GBG Platform;

• (b) undertake business development;

• (c) undertake sales and marketing throughout Australia and internationally; and;

• (d) pursue business development opportunities for the GBG both in Australia and internationally.

It is intended to allocate the funds raised from the Capital Raising and existing cash reserves as set out in Section 1.14 above.

1.20 Composition of the Board of Directors

It is intended that the Board will comprise the following upon Settlement:

• (a) Mr Philip Re;

• (b) Mr Gregory Stevens;

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(c) Mr Bert Mondello; and

• (d) Mr Jonathan Hart.

( Proposed Directors ).

It is currently intended that Messrs Michael Rosenstreich and John Kenny will resign as Directors upon Settlement. Additional Board and management resources may be considered as appropriate as the GBG Platform and business develops.

1.21 Director and Proposed Director Interests in Securities

Directors are not required under the Company’s Constitution to hold any Shares to be eligible to act as a Director.

Details of the Existing Directors’ and Proposed Directors’ relevant interest in the Securities of the Company upon completion of the Offers are set out in the table below:

Director	Shares	**Options1 **	Performance **Shares2 **
M Rosenstreich	Nil	Nil	Nil
J Kenny	12,785,1513	Nil	Nil
P Re4	Nil	Nil	Nil
G Stevens4	17,852,765	17,852,765	12,720,096
B Mondello4	10,893,751	10,893,750	5,353,872
J Hart4	13,350,000	13,625,000	6,500,000

Notes:

1. The terms and conditions of the Options are set out in Schedule 2.

2. The terms and conditions of the Performance Shares are set out in Schedule 3.

3. These Shares are held by Ventureworks JDK Pty Ltd , an entity associated with Mr John Kenny.

4. Being, Consideration Securities to be issued to the Proposed Directors (by virtue of them being GBG Shareholders) on Settlement of the Proposed Acquisition. In addition:

5. a. Rivergrade Pty Ltd (a company controlled by Jon Re, Phil Re’s brother) will receive 7,000,000 Shares, 7,000,000 Options and 6,787,609 Performance Shares;

6. b. Kioraku Pty Ltd (a company controlled by Eric Re, Phil Re’s brother) will receive 3,937,500 Consideration Shares, 3,937,501 Consideration Options and 3,818,030 Performance Shares;

7. c. Ryan Hart (Jonathan Hart’s brother) will receive 13,150,000 Consideration Shares, 13,625,000 Consideration Options and 6,500,000 Performance Shares);

8. d. Solomon Hart (Jonathan Hart’s father) will receive 250,000 Consideration Shares and 250,000 Consideration Options); and

9. e. Baccello Pty Ltd (a company controlled by Bert Mondello’s father) will receive 13,932,813 Consideration Shares, 15,432,814 Consideration Options and 21,415,489 Performance Shares,

in consideration for GBG Shares held by each of them.

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1.22 Advantages of the Proposed Acquisition

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the Essential Resolutions:

• (a) the Proposed Acquisition represents an attractive investment opportunity for the Company to change its business focus to that of an online gaming technology company;

• (b) the Company will obtain ownership of GBG;

• (c) the Agreement requires the Company to complete a capital raising to raise not less than $5,000,000, which will provide the Company with sufficient funds to implement the proposed commercialisation, marketing and international expansion strategy;

• (d) the potential increase in market capitalisation of the Company following Settlement and the associated Capital Raising may lead to increased coverage from investment analysts, access to improved equity capital market opportunities and increased liquidity which are not currently present; and

• (e) the appointment to the Board of Messrs Gregory Stevens, Bert Mondello and Jonathan Hart provides the Company with extensive commercial experience within the eSports/gaming/technology industries and in managing ASX listed entities; and

• (f) the consideration for the Proposed Acquisition is primarily Shares, Performance Shares and Options, thereby allowing more funds raised from the Capital Raising to be used directly on activities on the GBG technology and GBG Platform.

1.23 Disadvantages of the Proposed Acquisition

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the Essential Resolutions:

• (a) the Company will be changing the nature and scale of its activities to primarily be an online gaming technology company, which may not be consistent with the objectives of all Shareholders;

• (b) the Proposed Acquisition will result in the issue of Shares under the Capital Raising, the issue of the Consideration Shares, the issue of Advisor Shares to CPS Capital and the issue of Shares to some of the Directors, all of which will have a dilutionary effect on the holdings of Shareholders, as will Shares issued on conversion of the Capital Raising Options, Consideration Options, Advisor Options and Performance Shares proposed to be issued by the Company;

• (c) in connection with the Proposed Acquisition, the Company has been required to engage a number of advisors, lawyers and experts to facilitate and report on the Proposed Acquisition, which represent sunk, but necessary costs to the Company;

• (d) future outlays of funds from the Company may be required for the operations of GBG; and

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• (e) there are additional risk factors associated with the change in nature of the Company’s activities resulting from the Proposed Acquisition. Some of the key risks are summarised in Section 1.10 below.

1.24 Risk factors

The key risks of the Proposed Acquisition and following completion of the Proposed Acquisition are:

1.25 Risks relating to Change in Nature and Scale of Activities

(a) Completion risk

Pursuant to the Acquisition Agreement, the Company has agreed to acquire 100% of the issued capital of GBG, completion of which is subject to the fulfilment of certain conditions. There is a risk that the conditions for completion of the Proposed Acquisition cannot be fulfilled and, in turn, that completion of the Proposed Acquisition of GBG does not occur.

If the Proposed Acquisition is not completed, the Company will incur costs relating to advisors and other costs without any material benefit being achieved.

(b) Re-quotation of shares on ASX

The Proposed Acquisition of GBG constitutes a significant change in the nature and scale of the Company’s activities and the Company needs to re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List of ASX.

There is a risk that the Company may not be able to meet the requirements of the ASX for re-quotation of its Securities on the ASX. Should this occur, the Securities will not be able to be traded on the ASX until such time as those requirements can be met, if at all. Shareholders may be prevented from trading their Shares and Options should the Company be suspended until such time as it does re-comply with the ASX Listing Rules.

(c) Dilution risk

The Company currently has 136,593,577 Shares on issue. Pursuant to the Acquisition Agreement, the Company proposes to issue:

• (i) the Consideration Shares;

• (ii) the Consideration Options;

• (iii) the Performance Shares;

• (iv) the Capital Raising Shares;

• (v) the Capital Raising Options; (vi) the Advisor Shares;

• (vii) the Advisor Options; and

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• (viii) Shares to Messrs Jason Peterson and John Kenny ( Director Shares ).

On issue of the Consideration Shares, the Capital Raising Shares, the Advisor Shares and the Director Shares (and provided no Options are exercised):

• (i) the existing Shareholders will retain approximately 23.25% of the Company’s issued Share capital;

• (ii) the GBG Shareholders will hold approximately 31.40% of the Company’s issued Share capital;

• (iii) CPS Capital will hold approximately 1.96% of the Company’s issued Share capital; and

• (iv) the investors under the Capital Raising will hold approximately 42.55% of the Company’s issued Share capital.

If subsequently the performance milestones are met and all the Performance Shares are converted (and provided no other Shares are issued or Options exercised), the interests of the existing Shareholders in the Company will reduce to 19.87%.

If subsequently the Consideration Options are exercised (and provided no other Shares are issued and no Performance Shares or Options exercised), the interests of the existing Shareholders in the Company will reduce to 15.66%.

If subsequently the Advisor Options are exercised (and provided no other Shares are issued and no Performance Shares or Options exercised), the interests of the existing Shareholders in the Company will reduce to 15.46%.

There is also a risk that the interests of Shareholders will be further diluted as a result of future capital raisings required in order to fund the development of the GBG Platform.

(d) Liquidity risk

On Settlement, the Company proposes to issue Consideration Shares, Consideration Options and Performance Shares to the GBG Shareholders in consideration for the Proposed Acquisition of 100% of the issued capital of GBG. The Company understands that ASX will treat these securities as restricted securities in accordance with Chapter 9 of the ASX Listing Rules. However, submissions will be made to the ASX to apply for cash formula relief in respect of these Securities. Based on the post- Proposed Acquisition capital structure (assuming no further Shares are issued and Performance Shares or Options exercised), the Consideration Shares will equate to approximately 31.40% of the issued Share capital on an undiluted basis. This could be considered an increased liquidity risk as a large portion of issued capital may not be able to be traded freely for a period of time.

(f) Litigation funding risk

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Calunius Capital LLP ( Funder ) has confirmed to the Company that it has practically completed due diligence in relation to TIL and the arbitration process in respect of the potential legal claims against the Government of Egypt which relate to the alleged expropriation of (and other unlawful measures taken against) the Abu Dabbab tantalum-tinfeldspar project by the Egyptian Government in 2015 ( Legal Claims ).

Following these due diligence investigations, the Funder has agreed to make funding available under the litigation funding agreement. TIL still needs to provide certain documents before the Funder will provide a positive notice and make the facility available. TIL is working to meet these requirements as soon as practical and will provide an update if and when a positive notice is received from the Funder. Adverse costs insurance was previously in place to cover any liability of TIL and the Company against an order for legal costs being made against them in relation to the Legal Claims but is no longer in place.

There is a risk that an adverse finding could be made against TIL in relation to the Legal Claims. An adverse finding could make TIL liable for the other party’s legal costs or the costs of the arbitrators. The arbitration rules that will govern the Legal Claims give the arbitrators discretion with respect to the amount of costs (if any) they order the losing party to pay. Provided TIL conducts itself as a reasonable litigant, TIL is confident that its exposure to an adverse costs order will be minimal.

TIL is the lead litigant in the Legal Claims, with the Company acting as a secondary litigant. As a secondary litigant, there is a risk that the Company may become liable to pay all or part of any adverse costs order made against TIL. Any such payment may have an adverse effect on the Company’s operations.

1.26 Risks in Respect of GBG’s Current Operations

(a) Legal and Regulatory Environment

GBG is based in Australia and is subject to Australian laws and regulations. However, GBG currently has its operations in international jurisdictions such as South Africa and Eastern Europe and the Company will need to ensure that it complies with all regulatory requirements in these jurisdictions, such as licensing and reporting requirements, as well as any other jurisdictions in which the Company will operate the GBG Platform.

Users, competitors, members of the general public or regulators could allege breaches of the legislation in the relevant jurisdictions. This could result in remedial action or litigation, which could potentially lead to GBG being required to pay compensation or a fine. GBG’s operations may become subject to new or revised regulatory requirements than those currently in place, such as licensing and reporting obligations, which would increase the costs and resources associated with its regulatory compliance. Any such increase in the costs and resources associated with regulatory compliance could impact upon GBG’s profitability. In addition, if regulators took the view that GBG had failed to comply with regulatory requirements, this could lead to enforcement action resulting in public warnings, infringement notices or the imposition of a pecuniary penalty. Which could lead to significant reputational damage to GBG and consequently impact upon its revenue.

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GBG, through the GBG Platform, currently offers its products in South Africa and Eastern Europe. Regulatory changes could see GBG being required to hold a licence in some jurisdictions or otherwise comply with local regulations. This could preclude GBG from offering certain services in these jurisdictions until such a licence has been obtained. Any such increase in the costs and resources associated with the regulatory compliance in these jurisdictions could impact upon GBG’s profitability.

GBG will also need to ensure that it is in compliance with the terms and conditions upon which developers of the games integrated in the GBG Platform permit commercialisation of their games. Each game developer has differing requirements with respect to how its games can be monetised by third parties. Generally, third parties are not permitted to charge users a fee to play the game (both on a pay to play and on a subscription basis) without the developers’ prior consent.

(b) Competition and New Technologies

The industry in which GBG is involved is subject to increasing domestic and global competition which is fast-paced and fast-changing, with a number of companies offering similar platforms to the GBG Platform, including World Gaming, Battlefy, pwnwin and Toornament.

While GBG will undertake all reasonable due diligence in its business decisions and operations, GBG will have no influence or control over the activities or actions of its competitors, whose activities or actions may positively, or negatively affect the operating and financial performance of the GBG Platform and business. For instance, new technologies could overtake the advancements made by GBG or an increased market presence of a competitor could result in potential users being redirected to a competitors’ platform. In that case, any future revenue and profitability of the Company could be adversely affected.

There are relatively low barriers to entry in the field in which GBG operates. Due to the rapid pace of technological change and industry development, it is possible that new technologies or products may be developed that replicate or even potentially supersede aspects of GBG and represents a risk to GBG's business model.

(c) Future Profitability

GBG was incorporated in December 2016 and the GBG business is yet to be commercialised. Therefore, there is greater uncertainty in relation to the business and its prospects in light of its limited financial history. In addition, there is no guarantee that GBG will be able to successfully commercialise the GBG Platform and if it is unable to do so, it will not be able to realise significant revenues in the future.

Whilst the Proposed Directors have confidence in the future revenueearning potential of GBG, there can be no certainty that GBG will achieve or sustain profitability or achieve or sustain positive cash flow from its operating activities.

GBG’s profitability may be impacted by, among other things, the success of its business strategies (such as further development of the GBG Platform and sales and marketing), its ability to successfully provide a high-quality product and level of service to users, satisfaction of legal, regulatory and licensing requirements, economic conditions in the

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markets in which it operates and competition factors. Accordingly, the extent of future profits (if any) and the time required to achieve sustained profitability are uncertain and cannot be reliably predicted.

(d) Dependence on the Internet

The successful continuation of the GBG Platform will depend to some extent on the continued acceptance of the internet as a communications and commerce platform for individuals, devices and enterprises. The internet could become less viable as a business tool due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease-of-use, accessibility and quality-of-service.

The performance of the internet and its acceptance as a business tool have been harmed by “viruses,” “worms” and similar malicious programs, and the internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If for any reason the internet does not remain a widespread communications medium and commercial platform, the demand for the Company’s products would be significantly reduced, which would harm its business.

In particular, GBG will be reliant on the availability of dedicated servers on which its customers can connect and play games online through the GBG Platform. To the extent that game developers cease making such servers available or prohibit GBG from operating its own dedicated servers with respect to the games they develop, GBG will be unable to offer those games on the GBG Platform, which will have an adverse effect on the Company’s ability to generate revenue.

(e) Sales and Marketing Success

The Company intends to use some of the funds raised under the Public Offer on sales and marketing measures to grow the number of GBG Platform users. By their nature, there is no guarantee that such sales and marketing campaigns will be successful. If they are not, the Company may encounter difficulty in creating market awareness of the GBG Platform, which would likely have an adverse impact on GBG’s sales and profitability.

(f) Management of Growth

There is a risk that management of the Company and the Proposed Directors will not be able to implement GBG’s growth strategy. The capacity of management to properly implement and manage the strategic direction of GBG may affect the Company’s financial performance.

(g) Reputation Risk

GBG operates in an online and fast-changing environment. Negative publicity can spread quickly, whether true or false. Disgruntled users posting negative comments about GBG, in public forums may have a disproportionate effect on GBG's reputation and its ability to earn revenues and profits. Additionally, complaints by such users can lead to additional regulatory scrutiny and a consequential increased compliance burden in responding to regulatory inquiries. This could negatively impact on GBG's profitability.

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(h) Data Loss, Theft or Corruption

GBG will provide its services online through the GBG Platform which will include native mobile applications. Hacking or exploitation of some unidentified vulnerability in its website, such as GBG’s results publishing feature, could lead to a loss, theft or corruption of data or awards being distributed to incorrect users (which may undermine the GBG Platform offering. GBG will also collect sensitive data relating to user information, demographics (among other things), which could be attractive to hacking or exploitation.

Any of the above issues could render the GBG Platform unavailable for a period of time, whilst data and proper operation of the GBG Platform is restored. It could also lead to unauthorised disclosure of users' data with associated reputational damage, claims by users and regulatory scrutiny and fines. Although GBG has strategies and protections in place to mitigate security breaches and to protect data, these strategies might not be successful. In that event, disruption to the GBG Platform and unauthorised disclosure of user data could negatively impact upon GBG's revenues and profitability.

(i) Privacy Concerns

Regulations in various jurisdictions limit tracking and collection of personal identification and information. If GBG breaches such regulations, its business, reputation, financial position and financial performance may be detrimentally affected. External events may also cause regulators to amend regulations in respect of the collection and use of user information. Any amended regulations may introduce controls which make the operation of certain types of tracking technologies unusable which could damage GBG's financial position and financial performance by adding costs to through the requirement to develop and implement new technologies.

(j) Infringement of Third Party Intellectual Property Rights

There is a risk that a third party may allege that GBG has infringed on its intellectual property rights without consent or permission, including game developers taking action against GBG in relation to use of their trademarks and integration of their titles on the GBG Platform. Resolution of such claims may require protracted negotiation, litigation and the payment of damages. In addition, such claims may increase as GBG grows and expands its business into new markets. If the Company was found to have infringed a third party’s intellectual property rights, the Company operations and financial performance may be adversely affected.

(k) Protection of Intellectual Property Rights

GBG's business depends on users being attracted to its website. GBG has registered a domain name (www.gamingbattleground.com) for the purposes of its website. However, should GBG not renew or otherwise lose control of its domain name, it would lose all website traffic direct to that domain which would adversely affect GBG's performance.

The architecture, functionality and design of the GBG Platform is unique from its competitors. Its code base and algorithms, documentation, architecture and process flow, form part of its proprietary trade secret.

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However, at this current stage, GBG has not identified any component of the GBG Platform that is patentable. Rather, GBG’s intellectual property is protected through contractual obligations imposed on those persons who have been materially involved (and have the know-how) in the development of GBG’s technology.

While GBG has entered into agreements with those persons who have been materially involved in development of the GBG Platform under which those persons have assigned any intellectual property interests in the GBG Platform to GBG, certain consultants who have had a minor role in development of the GBG Platform have not entered into such agreements. There is a risk that such persons will assert an ownership interest in such intellectual property in the future, which may adversely affect the Company’s operations.

The Company is currently in the process of applying for trademark protection of the name "Gaming Battle Ground", its acronym "GBG", and the name “Emerge Gaming”.

The value of GBG is, to an extent, dependent on GBG's ability to protect its intellectual property rights. If GBG fails to protect its intellectual property rights adequately, competitors may gain access to its technology which would in turn harm its business.

Third parties may knowingly or unknowingly infringe on GBG's intellectual property rights. Legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and vary. Effective patent, trademark, copyright and trade secret protection may not be available to GBG in every country in which its products and services are available. Accordingly, despite its efforts, GBG may not be able to prevent third parties from infringing upon or misappropriating its intellectual property.

GBG may be required to incur significant expenses in monitoring and protecting its intellectual property rights. It may initiate or otherwise be involved in litigation against third parties for infringement, or to establish the validity, of its rights. Any litigation, whether or not successful, could result in significant expense to GBG and cause a distraction to management.

Unauthorised use of GBG's brands in counterfeit products or services may not only result in potential revenue loss, but also have an adverse impact on its brand value and perceptions of its product qualities.

(l) Attracting Users and Corporate Customers to Website

GBG’s revenues will depend on sufficient users and corporate customers being attracted to the GBG Platform. The number of visitors (consumers) to the GBG Platform directly affects its financial model. Various factors can affect the level of web traffic arriving at GBG’s website, including:

• (i) Marketing and promotions: if GBG’s marketing and promotion efforts are not effective this will manifest itself as a lack of consumers and corporate customers visiting the GBG Platform;

• (ii) Brand damage: should GBG suffer from reputational damage, web traffic could be affected; and

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• (iii) Search engine traffic: search engines such as Google, direct significant traffic to the GBG Platform. Should these search engines make changes to their algorithms and procedures that direct this traffic, GBG could see a substantial drop in users visiting the GBG Platform. For example, Google regularly updates the algorithms that determine the ranking of results it returns for any given search term. GBG attempts to follow Google’s guidelines and online best practice to maintain the flow of traffic to the GBG Platform, but such changes could adversely affect the traffic to the GBG Platform.

A decline in traffic to GBG’s Platform would lead to a decline in GBG’s ability to attract users, and negatively affect GBG’s performance.

(m) Reliance on Key Management Personnel

The responsibility of overseeing the day-to-day operations and the strategic management of GBG depends substantially on its senior management and the Proposed Directors. There can be no assurance that there will be no detrimental impact on the performance of GBG or its growth potential if one or more of these employees cease their employment and suitable replacements are not identified and engaged in a timely manner.

If such contracts with key management personnel are terminated or breached, or if the relevant personnel were no longer to continue in their current roles, GBG would need to engage alternative staff, and GBG's operations and business may be adversely affected.

(n) Contract Risk

The operations of GBG will require the involvement of a number of third parties, including developers, suppliers, contractors and users. With respect to these third parties, and despite applying best practice in terms of pre-contracting due diligence, GBG is unable to completely avoid the risk of:

• (i) changes to the terms and conditions imposed by third parties (including game developers);

• (ii) financial failure or default by a participant in any joint venture to which GBG may become a party;

• (iii) insolvency, default on performance or delivery, or any managerial failure by any of the operators and contractors used by GBG in its activities; or

• (iv) insolvency, default on performance or delivery, or any managerial failure by any other service providers used by GBG or operators for any activity.

Each game developer has differing requirements with respect to how its games can be monetised by third parties. Generally, third parties are not permitted to charge users a fee to play the game without the developer’s prior consent.

Certain developers may not consent to GBG implementing the Pay to Play variants of its business models in relation to their titles, or may

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consent on terms that are not commercially viable for GBG. Where commercialisation is currently permitted by developers, those developers may amend the terms and conditions on which their titles can be commercialised by third parties, which may limit GBG’s ability to generate revenue. The requirements of game developers therefore have the potential to have an adverse impact on GBG’s performance.

Financial failure, insolvency, default on performance or delivery, or any managerial failure by third parties may also have a material impact on GBG’s operations and performance. Whilst best practice precontracting due diligence is undertaken for all third parties engaged by GBG, it is not possible for GBG to predict or protect itself completely against all such contract risks.

(o) Litigation

GBG may in the ordinary course of business become involved in litigation and disputes, for example with its contractors or clients. Any such litigation or dispute could involve significant economic costs and damage to relationships with contractors, clients or other stakeholders. Any such outcomes may have an adverse impact on GBG's business, market reputation and financial condition and financial performance. Neither the Company nor GBG are currently engaged in any litigation.

(p) Future Funding Needs

The funds raised under the Public Offer are considered sufficient to meet the immediate objectives of the Company. Further funding may be required by the Company in the event costs exceed estimates or revenues do not meet estimates, to support its ongoing operations and implement its strategies. For example, funding may be needed to develop new and existing products, or acquire complementary businesses and technologies. Accordingly, the Company may need to engage in equity or debt financings to secure additional funds. There can be no assurance that such funding will be available on satisfactory terms or at all at the relevant time. Any inability to obtain sufficient financing for the Company’s activities and future projects may result in the delay or cancellation of certain activities or projects, which would likely adversely affect the potential growth of the Company.

(q) International Operations

GBG currently operates in South Africa and Eastern Europe, and intends to expand its operations into other markets. Therefore, GBG will be exposed to risks relating to operating in those countries. Many of these risks are inherent in doing business internationally, and will include, but are not limited to:

• (i) changes in the regulatory environment;

• (ii) trade barriers or the imposition of taxes;

• (iii) difficulties with staffing or managing any foreign operations;

• (iv) issues or restrictions on the free transfer of funds;

• (v) technology export or import restrictions; and

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• (vi) delays in dealing across borders caused by users or regulatory authorities.

(r) Foreign Exchange Risk

GBG’s costs and expenses in foreign countries are likely to be in other foreign currencies. Accordingly, the depreciation of the Australian dollar and/or the appreciation of the foreign currency relative to the Australian dollar could result in a loss directly to shareholder equity.

Any depreciation of the foreign currency relative to the Australian currency may result in lower than anticipated revenue. GBG will be affected on an ongoing basis by foreign exchange risks between the Australian dollar and the other foreign currencies, and will have to monitor this risk.

1.27 General risks Relating to the Company

(a) Additional requirements for capital

The funds to be raised under the Public Offer are considered sufficient to meet the immediate objectives of the Company and implementation of the strategy detailed in Section 1.1.7. Additional funding may be required in the event costs exceed the Company’s estimates and to effectively implement its business and operational plans in the future to take advantage of opportunities for acquisitions, joint ventures or other business opportunities, and to meet any unanticipated liabilities or expenses which the Company may incur. If such events occur, additional funding will be required.

Following completion of the Public Offer, the Company may seek to raise further funds through equity or debt financing, joint ventures, licensing arrangements, or other means. Failure to obtain sufficient financing for the Company’s activities may result in delay and indefinite postponement of their activities and the proposed commercialisation, marketing and international expansion strategy. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing may not be favourable to the Company and might involve substantial dilution to Shareholders.

(b) Reliance on key personnel

The Company’s future depends, in part, on its ability to attract and retain key personnel. It may not be able to hire and retain such personnel at compensation levels consistent with its existing compensation and salary structure. Its future also depends on the continued contributions of its executive management team and other key management and technical personnel, the loss of whose services would be difficult to replace. In addition, the inability to continue to attract appropriately qualified personnel could have a material adverse effect on the Company’s business.

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(c) Economic and financial market risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Company’s securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

• (i) general economic outlook;

• (ii) interest rates and inflation rates;

• (iii) currency fluctuations;

• (iv) changes in investor sentiment toward particular market sectors;

• (v) the demand for, and supply of, capital; and

• (vi) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and technology sector stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(d) Technology Sector Risks

The technology sector is characterised by rapid change. New and disruptive technologies can place competitive pressures on existing companies and business models, and technology stocks may experience greater price volatility than securities in some slower changing market sectors.

The value of the Company’s securities may be adversely affected by any general decline in the valuation of listed securities and/or adverse market sentiment towards the technology sector in particular, regardless of the Company’s operating performance.

(e) Force majeure

The Company, now or in the future, may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, extreme weather conditions, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

(f) Acquisitions

As part of its business strategy, the Company may make acquisitions of, or significant investments in, companies, products, technologies and/or products that are complementary to the Company’s business. Any such future transactions are accompanied by the risks commonly encountered in making acquisitions of companies, products and technologies, such as integrating cultures and systems of operation, relocation of operations, short term strain on working capital

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requirements, achieving the sales and margins anticipated and retaining key staff and user and supplier relationships.

(g) Risk of high volume of Share sales

If Settlement occurs, the Company will have issued a significant number of new Securities to various parties. Some of the GBG Shareholders and others that receive Shares as a result of the Proposed Acquisition or the Public Offer may not intend to continue to hold those Shares and may wish to sell them on ASX (subject to any applicable escrow period). There is a risk that an increase in the amount of people wanting to sell Shares may adversely impact on the market price of the Company’s Securities.

There can be no assurance that there will be, or continue to be, an active market for Securities or that the price of Securities will increase. As a result, Shareholders may, upon selling their Securities, receive a market price for their securities that is less than the price of Securities offered pursuant to the Public Offer.

(h) Trading price of Shares

The Company’s operating results, economic and financial prospects and other factors will affect the trading price of the Shares. In addition, the price of Shares is subject to varied and often unpredictable influences on the market for equities, including, but not limited to, general economic conditions including the performance of the Australian dollar on world markets, inflation rates, foreign exchange rates and interest rates, variations in the general market for listed stocks in general, changes to government policy, legislation or regulation, industrial disputes, general operational and business risks and hedging or arbitrage trading activity that may develop involving the Shares.

In particular, the share prices for many companies have been and may in the future be highly volatile, which in many cases may reflect a diverse range of non-company specific influences such as global hostilities and tensions relating to certain unstable regions of the world, acts of terrorism and the general state of the global economy. No assurances can be made that the Company’s market performance will not be adversely affected by any such market fluctuations or factors.

1.28 Plans for the Company if completion of the Proposed Acquisition does not occur

If the Essential Resolutions are not passed and the Agreement is not completed, the Company will continue to focus on mineral exploration and look for potential business acquisitions to take the Company forward as well as pursue its legal claims against the Government of Egypt.

1.29 Directors’ interests in the Proposed Acquisition

None of the Company’s existing Directors have any interest in the Proposed Acquisition, other than as disclosed in this Notice.

1.30 GBG’s interests in the Company

None of the GBG Shareholders or their associates are related parties of the Company (other than by virtue of becoming Directors upon Settlement) and they have no existing interest in the Company’s Securities.

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1.31 Forward looking statements

The forward-looking statements in this Explanatory Statement are based on the Company’s current expectations about future events. However, they are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and the Directors, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by the forwardlooking statements in this Explanatory Statement. These risks include but are not limited to, the risks detailed in Section 1.10. Forward looking statements include those containing words such as ‘anticipate’, ‘estimates’, ‘should’, ‘will’, ‘expects’, ‘plans’ or similar expressions.

2. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES – PROPOSED ACQUISITION OF GAMING BATTLE GROUND

2.1 General

Resolution 1 seeks approval from Shareholders for the Proposed Acquisition.

As set out above, the Proposed Acquisition will change the nature of the Company’s activities from a mineral exploration company to a technology company.

A summary of the terms and conditions of the Agreement is set out in Schedule 1 and a detailed description of GBG and its business is outlined in Section 1.2 above.

2.2 ASX Listing Rule 11.1

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable (and before making the change) and comply with the following:

• (a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;

• (b) if ASX requires, obtain the approval of holders of its shares and comply with any requirements of ASX in relation to the notice of meeting; and

• (c) if ASX requires, meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the entity were applying for admission to the official list of ASX.

ASX has indicated to the Company that the change in the nature and scale of the Company’s activities as a result of the Proposed Acquisition requires the Company, in accordance with ASX Listing Rule 11.1.2, to obtain Shareholder approval and the Company must comply with any requirements of ASX in relation to the Notice of Meeting.

2.3 Suspension until re-compliance with Chapters 1 and 2 of the ASX Listing Rules

ASX has also indicated to the Company that the change in the nature and scale of the Company’s activities is a back-door listing of GBG which consequently requires the Company to (in accordance with ASX Listing Rule 11.1.3) re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing

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Rules (including any ASX requirement to treat the Company’s securities as restricted securities).

Accordingly, the Company’s securities were subjected to a trading halt or suspension and thereby ceased trading on ASX’s Official List prior to market open on the day of the first general meeting of Shareholders to consider the Acquisition, which was held on 9 October 2017. If the Essential Resolutions are approved at the Meeting, it is expected that the Company’s Securities will remain suspended from quotation until the Company has acquired GBG pursuant to the Agreement and re-complied with Chapters 1 and 2 of the Listing Rules, including by satisfaction of ASX’s conditions precedent to reinstatement.

If the Essential Resolutions are not approved at the Meeting, it is expected that the Company’s Securities will be reinstated to quotation on ASX’s Official List after the Company announces the results of the Meeting in accordance with the Listing Rules and Corporations Act.

3. RESOLUTION 2 – ISSUE OF CONSIDERATION SECURITIES TO GBG SHAREHOLDERS

3.1 General

Resolution 2 seeks Shareholder approval to issue to the GBG Shareholders (or their nominees):

• (a) 184,500,000 Consideration Shares;

• (b) 184,500,000 Consideration Options; and

• (c) 100,000,000 Performance Shares,

(together, the Consideration Securities ) as consideration for the Proposed Acquisition.

The Company notes that the Proposed Directors will be issued the following Consideration Securities by virtue of being GBG Shareholders:

• (a) Proposed Director Mr Gregory Stevens, will be issued the following:

• (i) 17,852,765 Consideration Shares;

• (ii) 17,852,765 Consideration Options; and

• (iii) 12,720,096 Performance Shares;

• (b) Indomain Enterprises Pty Ltd , an entity associated with Proposed Director Mr Bert Mondello, will be issued the following:

• (i) 10,893,751 Consideration Shares;

• (ii) 10,893,750 Consideration Options; and

• (iii) 5,353,872 Performance Shares; and

• (c) Jonathan Hart , an entity associated with Proposed Director Mr Jonathan Hart, will be issued the following:

• (i) 13,350,000 Consideration Shares;

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(ii) 13,625,000 Consideration Options; and

• (iii) 6,500,000 Performance Shares.

3.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Consideration Securities constitutes giving a financial benefit and the Proposed Directors are related parties of the Company by virtue of being persons who are likely to become related parties of the Company in the future.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Consideration Securities because the Consideration Securities will be issued to the Proposed Directors on the same terms as the Consideration Securities issued to unrelated GBG Shareholders and as such the giving of the financial benefit is on arm’s length terms.

3.3 ASX Listing Rules 7.1 and 10.11

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 2 will be to allow the Company to issue the Consideration Securities during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the issue of Consideration Securities to GBG Shareholders involves the issue of Consideration Securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exception set out in ASX Listing Rule 10.12 (being, Exception 6) applies in the current circumstances.

3.4 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Consideration Securities:

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• (a) the maximum number of Consideration Securities to be issued at Settlement is as follows:

• (i) 184,500,000 Consideration Shares;

• (ii) 184,500,000 Consideration Options; and

• (iii) 100,000,000 Performance Shares

• (b) the Consideration Securities will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Consideration Securities will occur on the same day;

• (c) the Consideration Securities will be issued for nil cash consideration in consideration for the Proposed Acquisition;

• (d) the Consideration Securities will be issued to the GBG Shareholders, who are not related parties of the Company (other than as a result of the Proposed Acquisition), in consideration for their respective GBG Shares;

• (e) the Consideration Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares other than in relation to any escrow period imposed by ASX;

• (f) the Consideration Options will be issued to the GBG Shareholders on the terms and conditions set out in Schedule 2;

• (g) the Performance Shares will be issued to the GBG Shareholders on the terms and conditions set out in Schedule 3; and

• (h) no funds will be raised from the proposed issue of the Consideration Securities as the Consideration Securities are proposed to be issued in consideration for the Proposed Acquisition in accordance with the terms of the Agreement.

4. RESOLUTION 3 – CAPITAL RAISING

4.1 General

Resolution 3 seeks Shareholder approval for the issue of 250,000,000 Shares at an issue price of $0.02 per Share, together with one (1) free-attaching Option for every four (4) Shares issued, to raise $5,000,000.

The Capital Raising will be undertaken via the issue of a prospectus ( Prospectus ) to assist the Company in complying with Chapters 1 and 2 of the ASX Listing Rules which is required to obtain re-instatement of its Shares to trading on the Official List of ASX on completion of the Proposed Acquisition.

On 30 August 2017, ASX granted the Company a waiver to enable the Company to issue Shares under the Capital Raising at $0.02 per Share. The waiver is conditional upon Shareholders approving the issue price of Shares under the Capital Raising at $0.02 per Share.

The Capital Raising will be conditional on the following:

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• (a) Shareholders passing all of the Essential Resolutions;

• (b) conditional approval being obtained from the ASX to reinstate the securities of the Company to trading on the ASX (after the Company recompiles with Chapters 1 and 2 of the ASX Listing Rules); and

• (c) the Shares and Options to be issued under the Capital Raising being issued contemporaneously with Settlement.

Further details of the Capital Raising are set out in the Replacement Prospectus.

A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.

The effect of Resolution 3 will be to allow the Company to issue the Shares pursuant to the Capital Raising during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Capital Raising:

• (a) the maximum number of Shares to be issued is 250,000,000;

• (b) the maximum number of Options to be issued is 62,500,000;

• (c) the Shares and Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same day;

• (d) the issue price will be $0.02 per Share;

• (e) the issue price of the Options will be nil as they will be issued free attaching with the Shares on a 1:4 basis

• (f) the Directors will determine to whom the Shares and Options will be issued but these persons will not be related parties of the Company;

• (g) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (h) the Options will be issued on the terms and conditions set out in Schedule 2; and

• (i) the Company intends to use the funds raised from the Capital Raising for the purposes outlined in Section 3.1.

5. RESOLUTION 4 – ISSUE OF ADVISOR SHARES AND OPTIONS

5.1 General

Resolution 4 seeks Shareholder approval for the issue of 11,500,000 Shares and 11,500,000 Options ( Advisor Securities ) to CPS Capital in consideration for corporate advisory services provided to the Company by CPS Capital.

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A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.

The effect of Resolution 4 will be to allow the Company to issue the Advisor Securities to CPS Capital during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

5.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Advisor Securities:

• (a) the maximum number of Shares to be issued is 11,500,000;

• (b) the maximum number of Options to be issued is 11,500,000;

• (c) the Shares and Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares and Options will occur on the same date;

• (d) the Shares and Options will be issued for nil cash consideration in satisfaction of corporate advisory services provided to the Company by CPS Capital;

• (e) the Shares and Options will be issued to CPS Capital (or its nominees), who is not a related party of the Company;

• (f) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (g) the Options will be issued on the terms and conditions set out in Schedule 2; and

• (h) no funds will be raised from the issue of the Advisor Securities as the Shares and Options are being issued in consideration for corporate advisory services provided to the Company by CPS Capital.

6. RESOLUTION 5 – ISSUE OF DIRECTOR SHARES TO JASON PETERSON

6.1 General

Pursuant to Resolution 5, the Company is seeking Shareholder approval for the issue of 2,500,000 Shares to Mr Jason Peterson in consideration for additional services provided by Mr Peterson beyond his normal duties while he was a director of the Company (Mr Peterson resigned on 21 June 2017).

A summary of ASX Listing Rule 7.1 is set out in section 3.1 above.

The effect of Resolution 5 will be to allow the Company to issue the Director Shares to Mr Peterson during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

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6.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

• (a) the maximum number of Shares to be issued is 2,500,000;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;

• (c) the Shares will be issued for nil cash consideration, accordingly no funds will be raised;

• (d) the Shares will be issued to Mr Jason Peterson (or his nominee), who is not a related party of the Company by virtue of him having resigned as a director over 6 months prior to the date of this Notice;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) no funds will be raised from this issue as the Shares will be issued in consideration for services provided to the Company as a former director.

7. RESOLUTION 6 – ISSUE OF DIRECTOR SHARES TO JOHN KENNY

7.1 General

Pursuant to Resolution 6, the Company is seeking Shareholder approval for the issue of 2,500,000 Shares to Mr John Kenny in consideration for additional services provided by Mr Kenny beyond his normal duties as a Director.

7.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of Shares constitutes giving a financial benefit and Mr John Kenny is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Kenny who has a material personal interest in Resolution 6) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Shares because the agreement to issue the Shares was in lieu of services provided by Messrs Peterson and Kenny, is on normal commercial terms and was negotiated on an arm’s length basis.

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7.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the issue of Shares involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

7.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 5 and 6:

• (a) the Shares will be issued to Mr John Kenny (or his nominees), who is a related party of the Company by virtue of being a Director;

• (b) the maximum number of Shares to be issued is 2,500,000;

• (c) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (d) the Shares will be issued for nil cash consideration at a deemed issue price of $0.02 per Share, accordingly no funds will be raised;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) no funds will be raised from this issue as the Shares will be issued in consideration for services provided to the Company by Mr Kenny as a Director.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of Shares as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to Messrs Peterson and Kenny (or his nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

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GLOSSARY

$ means Australian dollars.

Advisor Offer means the offer of 11,500,000 Advisor Options and 11,500,000 Advisor Shares to CPS Capital.

Advisor Options means 11,500,000 Options to be issued to CPS Capital on the terms and conditions set out in Schedule 1.

Advisor Securities means the Advisor Options and the Advisor Shares.

Advisor Shares means 11,500,000 Shares to be issued to CPS Capital.

Agreement has the meaning given at Section 1.1.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Bonus Issue means the bonus issue of Options to Shareholders, on the basis of one (1) Option for every one (1) Share held by Shareholders, as at the Bonus Issue Record Date.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Capital Raising means the issue of 250,000,000 Shares at an issue price of $0.02 per Share, together with one (1) free-attaching Option for every four (4) Shares issued, to raise $5,000,000.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company or AR1 means Arrowhead Resources Limited (ACN 004 766 376).

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Consideration Offer means the offer of 184,500,000 Consideration Shares, 184,500,000 Consideration Options and 100,000 Performance Shares to the GBG Shareholders in consideration for the Acquisition.

Consideration Options means 184,500,000 Options to be issued to the GBG Shareholders at Settlement.

Consideration Securities has the meaning in Section 1.1.

Consideration Shares means 184,500,000 Shares to be issued to the GBG Shareholders at Settlement.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

CPS Capital means CPS Capital Group Pty Ltd (ACN 088 055 636).

Director Offer means the offer of 2,500,000 Shares to each of Messrs Jason Peterson and John Kenny.

Directors means the current directors of the Company.

Eligible Shareholders means a registered holder of a Share on completion of the Placement prior to the Capital Raising.

Essential Resolutions means all Resolutions set out in this Notice.

Explanatory Statement means the explanatory statement accompanying the Notice.

Gaming Battle Ground or GBG means Gaming Battle Ground Pty Ltd (ACN 616 572 144).

GBG Platform means GBG’s online gaming platform by which it engages in eSports.

GBG Share means a fully paid ordinary share in the capital of GBG.

GBG Shareholder means a registered holder of a GBG Share.

General Meeting or Meeting means the meeting convened by the Notice.

Hunter Capital means Hunter Capital Advisors Pty Ltd (ACN 603 930 418).

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Offer means the Public Offer and each Secondary Offer.

Official List means the official list of the ASX.

Option means an option to acquire a Share.

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Original Prospectus means the prospectus dated 9 October 2017.

Public Offer means the offer of 250,000,000 Shares, together with one (1) free attaching Option for every four (4) Shares issued, (being a total of 62,500,000 Options) pursuant to the Replacement Prospectus.

Proposed Directors means Messrs Gregory Stevens, Bert Mondello and Jonathan Hart.

Proxy Form means the proxy form accompanying the Notice.

Record Date has the meaning given to that term in the timetable set out in Section 1.4.

Replacement Prospectus means the prospectus dated 8 January 2018, replacing the Original Prospectus, as supplemented by a supplementary prospectus dated 12 February 2018.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Secondary Offers means the Consideration Offer, the Advisor Offer and the Director Offer.

Settlement means settlement of the Proposed Acquisition in accordance with the terms of the Agreement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – MATERIAL TERMS OF AGREEMENT

The key terms of the Agreement to effect the acquisition of 100% of the issued capital of GBG ( Acquisition ) are as follows:

• (a) Conditions Precedent : Settlement of the Acquisition is subject to and conditional upon a number of conditions precedent, including:

• (i) satisfaction of all necessary due diligence investigations by the parties;

• (ii) consolidation of AR1’s securities on a 1.8:1 basis, with the effect that the total number of Shares on issue will reduce from 245,868,146 (preConsolidation) to 136,593,414 (post-Consolidation);

• (iii) AR1 obtaining all necessary regulatory and Shareholder approvals required pursuant to the Corporations Act and Listing Rules to complete the transactions contemplated by the agreement, including, without limitation, ASX approval of the terms and conditions of the Performance Shares;

• (iv) AR1 receiving conditional approval by ASX to reinstate its securities to trading on the ASX (after the Company re-complies with Chapters 1 and 2 of the Listing Rules) and those conditions being to the reasonable satisfaction of AR1 and GBG;

• (v) AR1 undertaking the Capital Raising to raise at least $5 million through an issue of Shares at $0.02 per Share, together with one (1) free attaching Option for every four (4) Shares issued ( Public Offer );

• (vi) AR1 completing a placement of 12,500,000 Shares to raise $250,000 ( AR1 Placement );

• (vii) AR1 issuing one (1) Option for every (1) Share held to Shareholders (at completion of the Placement and prior to undertaking the Public Offer) (being a total of 136,593,414 Options);

• (viii) GBG providing audited accounts to the Company for the past 3 financial years (or such other period as required by ASIC and ASX) for the purpose of obtaining all necessary regulatory and Shareholder approvals within 21 days of the date of execution of the agreement (or such later date as agreed between the parties); and

• (ix) GBG completing a placement of 12,500,000 shares to raise $250,000 ( GBG Placement ). The Company confirms that GBG completed the GBG Placement on 15 August 2017,

(together, the Conditions Precedent ).

• (b) Consideration : In consideration for the Acquisition, the Company will issue:

• (i) the following securities:

  • (A) 184,500,000 Shares (including 12,500,000 Shares in respect of the GBG Placement) ( Consideration Shares ); and

  • (B) 184,500,000 Options (including 12,500,000 options in respect of the GBG Placement) ( Consideration Options ), exercisable at $0.02 on or before the date that is three years from the date the

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Company’s securities are reinstated to trading following recompliance with Chapters 1 and 2 of the ASX Listing Rules;

• (ii) to the GBG shareholders (or their nominees) in proportion to their existing interest in GBG; and

• (iii) 100,000,000 Performance Shares (being, 33,333,333 Class A Performance Shares, 33,333,333 Class B Performance Shares and 33,333,334 Class C Performance Shares) to the existing GBG shareholders (i.e. excluding new shareholders in GBG that subscribe under the GBG Placement); and

• (iv) AR1 will also issue 11,500,000 Shares and 11,500,000 Options in consideration for services provided by AR1’s corporate advisor, CPS Capital and 5,000,000 Shares to Mr Jason Peterson and Mr John Kenny in consideration for services already provided as Directors of AR1.

• (c) Board composition : On completion of the Acquisition, AR1 will appoint Messrs Gregory Stevens, Bert Mondello and Jonathan Hart as directors of AR1. Current Directors Messrs Michael Rosenstreich and John Kenny will resign.

• (d) Change of name : Following successful completion of the Acquisition, AR1 proposes to change its name to “Emerge Gaming Limited”.

The agreement otherwise contains terms and conditions which are typical for an agreement of its nature.

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SCHEDULE 2 – TERMS AND CONDITIONS OF OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.02 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the day that is three years from the date the Company’s securities are reinstated to trading following re-compliance with Chapters 1 and 2 of the ASX Listing Rules ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised by electronic funds transfer or other means of payment acceptable to the Company.

(f)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

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If a notice delivered under paragraph (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

Subject to the Corporations Act and the ASX Listing Rules at the time of reconstruction, upon any sub-division or consolidation of the Shares or reduction of share capital, the number of Shares to be subscribed on any subsequent exercise of the Options will be increased or reduced in due proportion so as to maintain the same relative subscription rights for the Options and the Exercise Price will be adjusted accordingly.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Quoted

The Company will apply for quotation of the Options on ASX.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 3 – TERMS AND CONDITIONS OF PERFORMANCE SHARES

The terms and conditions of the Class A, Class B and Class C Performance Shares are as follows:

Rights attaching to the Performance Shares

• (a) ( Performance Shares ) Each Performance Share is a share in the capital of the Company ( Share ).

• (b) ( General Meetings ) The Performance Shares shall confer on the holder ( Holder ) the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to shareholders. Holders have the right to attend general meetings of shareholders of the Company.

• (c) ( No Voting Rights ) The Performance Shares do not entitle the Holder to vote on any resolutions proposed at a general meeting of shareholders of the Company, subject to any voting rights under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

• (d) ( No Dividend Rights ) The Performance Shares do not entitle the Holder to any dividends.

• (e) ( Rights on Winding Up ) Upon winding up of the Company, the Performance Shares may not participate in the surplus profits or assets of the Company, unless and only to the extent that each Performance Share has converted into a Share.

• (f) ( Transfer of Performance Shares ) The Performance Shares are not transferrable.

• (g) ( Reorganisation of Capital ) In the event the issued capital of the Company is reorganised or reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the ASX Listing Rules at the time of reorganisation or reconstructions (as the case may be).

• (h) ( Application to ASX ) The Performance Shares will not be quoted on ASX. In the event that the Company is admitted to the official list of the ASX, upon conversion of the Performance Shares into Shares in accordance with these terms, the Company must within seven (7) days after the conversion, apply for the official quotation on ASX of the Shares arising from the conversion.

• (i) ( Participation in Entitlements and Bonus Issues ) Holders of Performance Shares will not be entitled to participate in new issues of capital offered to holders of the Shares such as bonus issues and entitlement issues.

• (j) ( Amendments required by ASX ) The terms of the Performance Shares may be amended as necessary by the directors of the Company in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms.

• (k) ( No Other Rights ) The Performance Shares give the Holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

Conversion of the Performance Shares

• (a) ( Milestone ) Each Performance Share in the relevant class will convert into one (1) Share upon satisfaction of the following milestones:

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• (i) Class A Performance Shares :

• (A) ( Conversion if milestone achieved ) Each Class A Performance Share will convert into one (1) Share on attainment of a “Net Cumulative Player” ( NCP ) position of greater than 25,000 and the achievement of a Share price of A$0.04 based on a 10 day volume weighted average price ( VWAP ) for Shares calculated over the last 10 days on which sales in Shares were recorded.

• (B) ( Conversion if milestone not achieved ) If the milestone set out in paragraph (A) above is not satisfied by 18 months from official re-listing, all of the Class A Performance Shares held by each holder will automatically convert into one (1) Share (in total).

• (ii)

Class B Performance Shares :

• (A) ( Conversion if milestone achieved ) Each Class B Performance Share will convert into one (1) Share on the attainment of an NCP position of 50,000 and achievement of a Share price of A$0.06 based on a 10 day VWAP for Shares calculated over the last 10 days on which sales in Shares were recorded.

• (B) ( Conversion if milestone not achieved ) If the milestone set out in paragraph (A) above is not satisfied by 24 months from official re-listing, all of the Class B Performance Shares held by each holder will automatically convert into one (1) Share (in total).

• (iii)

Class C Performance Shares :

  - (A) ( **Conversion if milestone achieved** ) Each Class C Performance Share will convert into one (1) Share on the attainment of a NCP Position of 75,000 and achievement of a Share price of A$0.08 based on a 10 day VWAP for Shares calculated over the last 10 days on which sales in Shares were recorded.

  - (B) ( **Conversion not achieved** ) If the milestone set out in paragraph (A) above is not satisfied by 24 months from official re-listing, all of the Class C Performance Shares held by each holder will automatically convert into one (1) Share (in total).

• (b) ( Change of Control ): Upon:

• (i) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:

  • (A) having received acceptances for not less than 50.1% of the Company’s Shares on issue; and

  • (B) been declared unconditional by the bidder; or

• (ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

then, to the extent the Performance Shares have not vested due to satisfaction of the milestones set out in (l) above, the Performance Shares automatically vest to that number of Shares which when issued together with all Shares issued

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under any other class of Performance Shares then on issue, is equal to the lesser of one Share per Performance Share and 10% of the total Shares on issue in the Company at that time. Performance Shares that are not vested and converted into Shares will continue to be held by the holder on the same terms and conditions.

• (c) ( After Conversion ) The Shares issued on conversion of the Performance Shares will, as and from 5.00pm (WST) on the date of allotment, rank equally with and confer rights identical with all other Shares then on issue and application will be made by the Company to ASX for official quotation of the Shares issued upon conversion.

• (d) ( Conversion Procedure ) The Company will issue the Holder with a new holding statement for the Shares as soon as practicable following the conversion of the Performance Shares into the Shares.

• (e) ( Ranking of Shares ) The Shares into which the Performance Shares will convert will rank pari passu in all respects with the Shares on issue at the date of conversion.

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SCHEDULE 4 – MTN AGREEMENT

• Detailed terms of the MTN Agreement are set out below: Appointment : The MTN Agreement sets out the terms under which MTN South Africa will appoint GBG to provide content in accordance with service schedules agreed to by the parties ( Service Schedules ) in consideration for MTN South Africa paying to GBG 40% of all shareable revenue received by MTN South Africa, being revenue received from customers less value added tax, fees and costs to consumers.

• (b) Term : The MTN Agreement commenced on 5 February 2018 and continues in force until the end date of the last of the Service Schedules, provided that no single Service Schedule shall exceed a duration of 12 months.

• (c) Territory : The MTN Agreement operates within the Republic of South Arica.

• (d) Termination : MTN South Africa is entitled to:

• (i) terminate the MTN Agreement or a Service Schedule upon 30 days written notice to GBG, provided that if a Service Schedule is terminated:

  • (A) MTN South Africa forfeits any amounts already paid to GBG and shall pay GBG all amounts invoiced as at the date of termination; and

  • (B) termination of one Service Schedule does not affect the operation of any other Service Schedule;

• (ii) terminate the MTN Agreement on 2 business days’ notice if the conduct of GBG:

  • (A) actually or potentially lowers the dignity, standard or reputation of MTN South Africa;

  • (B) actually or potentially causes MTN South Africa damage or brings MTN South Africa into disrepute; or

  • (C) actually or potentially adversely affects MTN South Africa.

Termination of the MTN Agreement has the effect of terminating all Service Schedules.

• (e) Competition : GBG will not throughout the term of the MTN Agreement, provide the content specified in a Service Schedule ( Content ) to competitors of MTN South Africa within the Territory without prior notification to MTN South Africa.

• (f) Licence : GBG shall grant to MTN South Africa a non-exclusive and nontransferable licence in the Territory to use, copy, store, distribute and sell Content with the intent to make the content available for purchase and/or download; and allow individuals in the Territory to access the Content.

• (g) Consent Requirements : GBG is responsible for ensuring that content is provided to MTN South Africa in a lawful manner and ensuring that all necessary consent, authorisations, royalties and/or licences have either been obtained and/or paid in full from any third parties.

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SCHEDULE 5 – AR1 PRO-FORMA BALANCE SHEET

Statement of Financial Position	Notes	AR1 Audited Annual Accounts 30 June 17	Combined Pro-forma Post Issue
ASSETS
CURRENT ASSETS
Cash and cash equivalents	1,2,6	440,528	5,227,528
Trade and other receivables		20,845	21,047
TOTAL CURRENT ASSETS		461,373	5,248,575
NON-CURRENT ASSETS
Property, plant and equipment		19,371	19,371
Intangible assets		-	5,544,336
TOTAL NON-CURRENT ASSETS		19,371	5,563,707
TOTAL ASSETS		480,744	10,812,282
LIABILITIES
CURRENT LIABILITIES
Trade and other payables		152,496	162,630
TOTAL CURRENT LIABILITIES		152,496	162,630
TOTAL LIABILITIES		152,496	162,630
NET ASSETS		328,248	10,649,652
SHAREHOLDERS EQUITY
Issued capital	1,2,3,4,5,6	51,584,487	59,454,812
Other reserves	3,4	534,662	2,628,945
Accumulated losses	5	(51,790,901)	(51,414,105)
TOTAL SHAREHOLDERS EQUITY		328,248	10,649,652

Notes:

1. AR1 completing a Placement of $250,000, before costs, prior to completion of the Acquisition. 2. GBG completing a Placement of $250,000, before costs, prior to completion of the Acquisition. 3. AR1 issuing 184,500,000 Consideration Shares, together with 184,500,000 Options.

2. AR1 issuing 11,500,000 Shares and 11,500,000 Options to advisors.

3. AR1 issuing 5,000,000 Shares to Directors.

4. AR1 completing a Public Offer of 250,000,000 Shares, together with one (1) free attaching Option for every four (4) Shares issued, at an issue price of $0.02 per Share to raise $5,000,000 before costs prior to completion.

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