STREAMPLAY STUDIO LIMITED — Share Issue/Capital Change 2019

Apr 1, 2019

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Emerge Gaming Limited

ABN

31 004 766 376

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of +securities issued or tobe issued	Fully paid ordinary shares (Shares)Listed options (Options)
2	Number of +securities issued ortobeissued(ifknown)ormaximum number which may beissued	1.60,000,000 Shares30,000,000 Options2.8,000,000 Shares3.18,977,618 Options4.955 Shares
3	Principal terms of the +securities(e.g. if options, exercise price andexpirydate;ifpartlypaid+securities,theamountoutstandingand due dates for+convertiblepayment;if	Fully Paid Ordinary Shares ranking equally withall other ordinary shares on issueListed Options exercisable at $0.02 each on or before 18April 2021

securities, the conversion price

and dates for conversion)

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the +issue datewith an existing +classof quoted+securities?If the additional +securities donot rank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment	Shares – yesOptions – no, however shares issued upon exercise ofthe Options will rank equally with other Shares then onissue.
5	Issue price or consideration	1.$0.03 per ShareOptions – free attaching2.$0.03 per Share3.$0.014 per Option4.$0.02 per Share
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	1.To fund the accelerated roll out of the GameCloudgame streaming technology; roll out of the ArcadeXVAS model across Africa; and the launch of ArcadeXacross Australia and other tier 1 markets.Options – To provide incentive for sophisticated andprofessional investors to participate in the placement2.Fee for services rendered; payable upon completionof engagement period3.Fee for services rendered; payable upon completionof engagement period.4.Shares issued on exercise of Options exercisable at$0.02 and expiring 18 April 2021
6a	Is the entity an +eligible entitythat has obtained security holderapproval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, and	Yes
6b	comply with section 6iThe date the security holderresolution under rule 7.1A waspassed	30 November 2018

+ See chapter 19 for defined terms.

• 6c Number of +securities issued without security holder approval under rule 7.1
• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of +securities issued under an exception in rule 7.2
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
• 7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

58,238,260

58,759,358

N/A

955 Shares

N/A

Yes. Shares were issued on 2 April 2019 at $0.03 each, representing a 2.3% premium to the 15-day VWAP of $0.293 cents per share.

Source: BellDirect Australia

See attached Annexure 1

2 April 2019

+ See chapter 19 for defined terms.

		Number	+Class
8	+classNumberandofall	467,094,532	Fully paid Ordinary Shares
	+securitiesquotedonASX+securities(includingthein	248,070,240	Listed Options exercisable at $0.02
	section 2 if applicable)		each on or before 18 April 2021
		Number	+Class
9	+classNumberandofall	188,500,000	Fully paid Ordinary Shares subject to
	+securities not quoted on ASX		an escrow period of 24 months from
	+securities(includingthein		date of quotation being 18 April 2018
	section 2 if applicable)
		2,250,000	Listed Options exercisable at $0.02
			each on or before 18 April 2021
			subject to an escrow period of 12
			months from date of quotation being
			18 April 2018
		193,750,000	Listed Options exercisable at $0.02
			each on or before 18 April 2021
			subject to an escrow period of 24
			months from date of quotation being
			18 April 2018
		33,333,333	Class A Performance Shares subjectto an escrow period of 24 months
			from date of quotation being 18 April
			2018
		33,333,333	Class B Performance Shares subject
			to an escrow period of 24 months
			from date of quotation being 18 April
			2018
		33,333,334	Class C Performance Shares subjectto an escrow period of 24 months
			from date of quotation being 18 April
			2018
10	Dividend policy (in the case of a	N/A
	trust, distribution policy) on the

increased capital (interests)

+ See chapter 19 for defined terms.

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	N/A
12	Is the issue renounceable or nonrenounceable?	N/A
13	Ratio in which the +securities willbe offered	N/A
14	+Class of +securities to which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	N/A
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	N/A
17	Policy for deciding entitlements inrelation to fractions	N/A
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments	N/A
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting feeor commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the	N/A
	broker to the issue
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	N/A

+ See chapter 19 for defined terms.

25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	N/A
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	N/A
27	If the entity has issued options,andthetermsentitleoptionholders to participate on exercise,the date on which notices will besent to option holders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do security holders sell theirentitlements in fullthrough abroker?	N/A
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	N/A
32	How do security holders dispose	N/A
	of their entitlements (except bysale through a broker)?
33	+Issuedate	N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of +securities (tick one)
• (a) +Securities described in Part 1

(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35	If the +securities are +equity securities, the names of the 20largest holders of theadditional +securities, and the number and percentage of additional +securitiesheld by those holders
36	If the +securities are +equity securities, a distribution schedule of the additional+securities settingout the number of holders in the categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over
37	A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of +securities for which +quotation is sought
• 39 +Class of +securities for which quotation is sought
• 40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 2/04/2019

Company secretary

Print name: Derek Hall

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity iscalculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	136,593,577 (post consolidation)
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2	955
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval	451,000,000 (Shares issued under EM1public offer)
Number of partly paid +ordinary•securities that became fully paid in that12 month period	Nil
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	Nil
"A"	587,594,532

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	88,139,180
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 month	1,240,642 Placement Shares
period not counting those issued:	30,000,000 Placement Options
•Under an exception in rule 7.2	8,000,000 Shares
•Under rule 7.1A	18,977,618 Options
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	58,238,260
Step 4: Subtract "C" from ["A" x "B"]to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	88,139,180
Note: number must be same as shown inStep 2
Subtract "C"	58,238,260
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	29,900,920

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A",the base figure from which the placementcapacity is calculated
"A"	587,594,532
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	58,759,453
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A	58,759,358 Placement Shares
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items
"E"	58,759,358

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule7.1A
"A" x 0.10	58,759,453
Note: number must be same as shown inStep 2
Subtract "E"	58,759,358
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	95
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.

Information under ASX Listing Rule 3.10.5A

The Placement was made to investors qualifying under Section 708 of the Corporations Act and the Company has used its existing issue capacity under Listing Rules 7.1 and 7.1A to complete the issue.

In accordance with ASX Listing Rules 7.1A.4(b) and 3.10.5A the Company makes the following disclosures in respect of the Placement:

a) The Company issued a total of 60,000,000 fully paid ordinary shares and 30,000,000 free attaching listed options. Of these securities 58,759,358 shares were issued under Listing Rule 7.1A and the remaining shares were issued under the Company's 15% placement capacity under Listing Rule 7.1.

The issue price for the securities issued under both Listing Rule 7.1 and Listing Rule 7.1A was $0.03. The securities issued under Listing Rule 7.1A resulted in the following dilution to existing holders of ordinary securities:

• Number of fully paid ordinary shares on issue prior to this issue of securities was 587,593,577;
• Number of fully paid ordinary shares on issue following this issue of securities under LR7.1A was 646,352,935 (or 655,594,532 including 1,240,642 shares and 30,000,000 listed options issued under LR7.1 under the Placement and other issuances of 8,000,000 shares and 18,977,618 listed options also issued under LR7.1);
• Percentage of voting dilution following this issue is 10.00% (or 10.21% including shares issued under LR7.1 under the Placement or 11.57% including all share issues).
• b) The Company elected to undertake the Placement in preference to a pro-rata issue to existing shareholders as it offered better certainty and timeliness with lower transaction costs and provided an opportunity to introduce new sophisticated and professional investors to Emerge Gaming's share register.
• c) No underwriting arrangements were entered into in connection with the Placement.
• d) Commission payable to the Lead Manager (Hunter Capital) was 6% of the funds raised under the Placement with along with the issue of 10,000,000 EM1O options.