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Shoal Games Ltd. Announces Fiscal 2017 Unaudited Results

Tickers: XTSX:SGW, PINX:SGLDF
Tags: Gaming, Technology



ANGUILLA, B.W.I., February 14, 2018 / TheNewswire / Shoal Games Ltd. (TSXV:SGW) (OTCQB:SGLDF) http://www.shoalgames.com ("the Company"), mobile software developer, publisher, and owner of Rooplay (http://www.rooplay.com), today announced its unaudited financial results for the Year ended December 31, 2017. All amounts are presented in United States dollars and in accordance with United States Generally Accepted Accounting Principles.

2017 and Recent Shoal Games Ltd. highlights include:

  • -Completion of equity financings raising $1,877,767 net of issuance costs

    -Signing of Moomin, Mr. Men, Little Miss, and Mr. Bean brand license agreements

    -Launched the Rooplay Platform in 135 countries and 25 languages

    -Launched 23 Rooplay Original entertainment and EdTech games

    -Secured more than 250,000 downloads into Rooplay Platform

"2017 was an exciting year for Shoal Games as it saw the company transition successfully to its EdTech Platform strategy with the full launch of Rooplay in December," commented Jason Williams, Shoal Games CEO. "Rooplay's pioneering curated games platform brings calm, structure and accountability for children and parents in an increasingly confusing and fragmented digital world. Rooplay empowers children with inspired play, engagement and innovative learning to help prepare them for success in their futures. The Rooplay platform uses the same subscription business model as Netflix, but substitutes passive video content with active learning games designed to inspire children to success."

"Shoal Games curates and licenses content for the Rooplay platform, with a combination of our own exclusive games and third party developed appropriate and approved games. Rooplay has been developed as a flexible system, much like Netflix, so that content can be tailored individually for all types of users across all types of devices. Rooplay's hundreds of games are currently available on Android, and the Company plans to launch the Rooplay Platform for web, Apple iOS, and Smart TVs soon."

"The Company's in-house games studio published 23 Rooplay Original games in 2017 and pursues a platform strategy combined with exclusive content. With 16 games featuring Garfield and 7 featuring Moomin now live, Shoal Games is creating a valuable content library for Rooplay subscribers in addition the vast number of licensed games. The Company's studio in Vancouver continues to refine and increase its production capabilities and will be launching many more feature titles in 2018."

"Our strategy with Rooplay and the Rooplay Originals is gaining market traction and we believe 2018 will be a breakthrough year for Shoal Games. As we continue to invest in our games and platform technologies we're increasing subscriber value, and in time we believe that the low monthly subscription fee will be an easy decision for the hundreds of millions of families globally who seek a safe environment for their children to play games that are both fun and inspiring."

Total revenue from operations were $93,475 for the year ended December 31, 2017, a decrease from revenue of $278,921 for the same period in the prior year. The decrease in total revenue compared to fiscal 2016, is due to the Company ceasing to market it's legacy product in mid 2016 while it developed and prepared for the full launch of Rooplay in late 2017. Rooplay revenues are subscription based and are expected to grow slowly initially.

Sales and marketing expenses from operations were $233,819 for the year ended December 31, 2017, a decrease of 42% over expenses of $403,523 for the same period in the prior year. This decrease in sales and marketing expenses was due to a low marketing spend in 2017 for our legacy products in order to preserve cash and prepare for the main launch of Rooplay which began in late 2017. Selling and marketing expenses principally include publishing services and user acquisition costs to acquire players for the Rooplay platform.

Salaries, wages, consultants and benefits expenses, excluding salaries incurred for the development of our products increased to $461,416 during the year ended December 31, 2017, an increase of 12% over expenses of $413,166 for the previous year.

The Company expensed $848,795 in development costs during the year ended December 31, 2017, a decrease of 21% over $1,077,638 of development costs in the prior year. This decrease in development costs is due to a smaller team developing the Rooplay platform technology and our Originals gaming engines.

General and administrative expenses were $261,521 for the year ended December 31, 2017, an increase of 13% over costs of $231,404 for the previous year. This increase in general and administrative expenses is largely due to the increased expenditures incurred in raising capital in 2017. General and administrative expenses consist primarily of legal and professional fees, premises costs for our offices, and other general corporate and office expenses.

The net loss after taxation for the year ended December 31, 2017, amounted to ($1,749,282), a loss of ($0.03) per share, compared to a net loss of ($3,156,302), a loss of ($0.05) per share, in year ended December 31, 2016. The net loss in fiscal 2016 included the one time write off of $498,791 of prepaid development costs due to the unfortunate bankruptcy of our primary software development supplier.

During the year ended December 31, 2017, the Company received Canadian Scientific Research and Development tax credits of $30,761 cash. These credits were recognized upon receipt of funds.

During the year ended December 31, 2017, the Company incurred non-cash stock compensation expenses of $37,825 from the issuance of 725,000 stock options at CAD$0.54 per option compared to stock compensation expenses of $257,293 in fiscal 2016 from the issuance of 1,010,00 stock options at CAD$0.54 per option. The options are issued to consultants and employees as per the Companies 2015 Stock Option Plan.

We had cash of $478,397 and working capital of $337,683 at December 31, 2017. This compares to cash of $60,190 and working capital of $13,896 at December 31, 2016.

For full details of the Company's operations and financial results, please refer to the Securities and Exchange Commission website at www.sec.gov or the Shoal Games Ltd. corporate website at http://investor.shoalgames.com or on the www.sedar.com website.

About Shoal Games Ltd.

Shoal Games Ltd. (TSXV:SGW) (OTCQB:SGLDF) (www.shoalgames.com) is the owner of the EdTech Games Platform Rooplay (www.rooplay.com). Rooplay's pioneering curated games platform brings calm, structure and accountability for children and parents in an increasingly confusing and fragmented digital world. Empowering children with inspired play, engagement and innovative learning prepares them for success in their futures. Rooplay is available exclusively on Android and is live worldwide in the Google Play Store. Featuring Garfield, Moomin, Mr. Men, Little Miss, and Mr. Bean, the product offers families a handpicked and growing selection of hundreds of educational games for a monthly subscription fee. The Rooplay platform uses the same subscription business model as Netflix, but substitute's passive video content with active learning games designed to inspire children to success.

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by the company) contains statements that are forward-looking, such as statements relating to anticipated future success of the company. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on behalf of the company. For a description of additional risks and uncertainties, please refer to the company's filings with the Securities and Exchange Commission. Specifically, readers should read the Company's Annual Report on Form 10-K, filed with the SEC on March 31, 2017, and the prospectus filed under Rule 424(b) of the Securities Act on March 9, 2005 and the SB2 filed July 17, 2007, and the TSX Venture Exchange Listing Application for Common Shares filed on June 29, 2015 on SEDAR, for a more thorough discussion of the Company's financial position and results of operations, together with a detailed discussion of the risk factors involved in an investment in Shoal Games Ltd.

For more information contact:

Henry Bromley

CFO

ir@shoalgames.com

(888) 374-2163

SHOAL GAMES LTD. and subsidiaries

(Expressed in United States Dollars)

Consolidated Balance Sheets

(Unaudited)

As at

December 31, 2017

December 31, 2016

Assets

Current assets:

Cash

$

478,397

$

60,190

Accounts receivable less allowance for doubtful

accounts $27,666 (December 31, 2016 - $27,666)

15,022

17,194

Prepaid expenses

47,214

33,494

Total Current Assets

540,633

110,878

Equipment, net

9,720

10,148

Security deposits

-

8,067

Deferred tax asset, less valuation allowance of $105,176 (December 31, 2016 - $15,017)

-

-

Total Assets

$

550,353

$

129,093

Liabilities and Stockholders' Equity (Deficiency)

Current liabilities:

Accounts payable

$

30,111

$

3,667

Accrued liabilities

84,081

87,959

Accounts payable and accrued liabilities - related

party

44,185

5,356

Derivative liability - warrants

44,572

-

Total Current Liabilities

202,949

96,982

Promissory notes (Note 6)

502,313

347,698

Total Liabilities

705,262

444,680

Commitments (Note 8)

Stockholders' Deficiency:

Common stock, no par value, unlimited shares

Authorized 65,169,703 shares issued and outstanding

(December 31, 2016 - 59,708,318)

23,133,231

21,223,271

Accumulated deficit

(23,312,720)

(21,563,438)

Accumulated other comprehensive income:

Foreign currency translation adjustment

24,580

24,580

Total Stockholders' Deficiency

(154,909)

(315,587)

Total Liabilities and Stockholders' Deficiency

$

550,353

$

129,093

See accompanying notes to the consolidated financial statements.

SHOAL GAMES LTD. and subsidiaries

(Expressed in United States Dollars)

Consolidated Statements of Operations and Comprehensive Loss

For Periods Ended December 31, 2017 and 2016

(Unaudited)

Year ended December 31, 2017

Year ended December 31, 2016

Three Months ended December 31, 2017

Three Months ended December 31, 2016

Total revenue

$

93,475

$

278,921

$

18,587

$

37,783

Cost of sales:

Game development amortization

-

482,013

-

120,503

Total cost of sales

-

482,013

-

120,503

Gross profit (loss)

93,475

(203,092)

18,587

(82,720)

Operating expenses:

Depreciation and amortization

4,068

3,570

1,453

2,069

Directors fees

5,500

6,000

3,000

-

General and administrative

261,521

231,404

43,465

45,199

Promissory note accretion and interest

84,132

-

22,110

-

Provision for doubtful debts

-

27,666

-

27,666

Salaries, wages, consultants and benefits

461,416

413,166

121,589

96,520

Selling and marketing

233,819

403,523

82,336

9,134

Stock based compensation

37,825

257,293

37,825

257,293

Games development

848,795

1,077,638

242,890

221,653

Total operating expenses

1,937,076

2,420,260

554,668

659,534

Loss before other income (expense) and income taxes

(1,843,601)

(2,623,352)

(536,081)

(742,254)

Other income (expense):

Gain on derivative liability - warrants

78,712

-

54,043

-

Foreign exchange (loss) income

(15,172)

(33,020)

(12,311)

(1,828)

Interest and other income

18

155

5

16

Loss on prepaid development

-

(498,791)

-

-

Loss before income taxes

(1,780,043)

(3,155,008)

(494,344)

(744,066)

Income tax (recovery) expense

(30,761)

(1,294)

(30,761)

1,302

Net loss for the period

(1,749,282)

(3,156,302)

(463,583)

(745,368)

Other comprehensive income (loss)

-

-

-

-

Comprehensive loss for the period

$

(1,749,282)

$

(3,156,302)

$

(463,583)

$

(745,368)

Basic and diluted loss per common share

$

(0.03)

$

(0.05)

$

(0.01)

$

(0.01)

Weighted average common shares outstanding, basic

61,730,928

58,227,957

65,025,158

59,708,318

Weighted average common shares outstanding, diluted

61,730,928

58,227,957

65,025,158

59,708,318

SHOAL GAMES LTD. and subsidiaries

(Expressed in United States Dollars)

Consolidated Statements of Stockholders' Deficiency

For the period ended December 31, 2017

(Unaudited)

Common stock

Accumulated Other Comprehensive income

Shares

Amount

Accumulated Deficit

Foreign currency translation adjustment

Total Stockholders' Equity (Deficiency)

Balance, December 31, 2016

59,708,318

$21,223,271

$(21,563,438)

$ 24,580

($315,587)

Discount on promissory note

-

23,461

-

-

23,461

Gain on extinguishment and

reissuance of promissory notes with

related parties

-

94,191

-

-

94,191

Private placement, net of issuance

expenses

5,340,274

1,825,457

-

-

1,825,457

Exercise of Warrants

121,111

52,310

52,310

Stock based compensation

37,825

37,825

Derivative liability - warrants

-

(123,284)

-

-

(123,284)

Net loss

-

-

(1,749,282)

-

(1,749,282)

Balance, December 31, 2017

65,169,703

$23,133,231

($23,312,720)

$ 24,580

($154,909)

SHOAL GAMES LTD. and subsidiaries

(Expressed in United States Dollars)

Consolidated Statements of Cash Flows

For the year ended December 31, 2017 and 2016

(Unaudited)

2017

2016

Cash flows from operating activities:

Net loss

$

(1,749,282)

$

(3,156,302)

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation and amortization

4,068

3,570

Game development amortization

-

482,013

Accretion of promissory note

84,132

5,171

Gain on derivative liability - warrants

(78,712)

-

Stock based compensation

37,825

257,293

Changes in operating assets and liabilities:

Accounts receivable

2,172

27,754

Prepaid expenses

(13,720)

(16,289)

Security deposits

8,067

893

Accounts payable and accrued liabilities

61,395

(80,810)

Net cash used in operating activities

(1,644,055)

(2,476,707)

Cash flows from investing activities:

Acquisition of equipment

(3,640)

(7,404)

Net cash used in investing activities

(3,640)

(7,404)

Cash flows from financing activities:

Proceeds from Private placement, net of issuance costs

1,825,457

1,492,455

Promissory note

188,135

400,811

Rights issue

-

80,949

Warrant exercised

52,310

-

Net cash provided by financing activities

2,065,902

1,492,455

Change in cash

418,207

(509,896)

Cash, beginning of period

60,190

570,086

Cash, end of period

$

478,397

$

60,190

Supplementary information:

Interest paid

$

-

$

-

Income taxes paid

$

-

$

1,294

Non-cash financing activity - Extinguishment of promissory notes

$

94,191

$

-

Non-cash financing activity - Discount on related party loans

$

23,461

$

-

Non-cash investing activity

$

-

$

-

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