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Clean Seas Seafood Limited

Major Shareholding Notification May 27, 2021

8175_rns_2021-05-27_834fc745-70a1-45d9-80ad-a3cff5e58143.pdf

Major Shareholding Notification

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Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Clean Seas Seafood Limited
ACN/ARSN 094 380 435
1. Details of substantial holder (1)
Name GCI CSS (Hofseth & Nevara) LLC
ACN/ARSN (if applicable)
There was a change in the interests of the
substantial holder on
14/05/2021
The previous notice was given to the company on 29/05/2020
The previous notice was dated 29/05/2020

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4) Previous notice Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
Fully Paid Ordinary
Shares
10,100,000 9.53% 10,100,000 7.84%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of
change
Person whose
relevant interest
changed
Nature of change (6) Consideration given
in relation to change
(7)
Class and number
of securities
affected
Person's votes
affected
14/05/2021 GCI CSS
(Hofseth &
Nevara) LLC
Dilution of
interest due
to issue of
shares in the
Company
N/A N/A N/A

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of
relevant
interest
Registered holder
of securities
Person entitled to be
registered as holder
(8)
Nature of relevant
interest (6)
Class and number
of securities
Person's votes
GCI CSS
(Hofseth
& Nevara)
LLC
HSBC Custody
Nominees
GCI CSS
(Hofseth &
Nevara) LLC
Relevant
interest under
section 608(1)
of the
Corprations
10,100,000
Fully Paid
Ordinary
Shares
10,100,000
Act

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

6. Addresses

The addresses of persons named in this form are as follows:

Name Address
GCI CSS (Hofseth &
Nevara) LLC
107 Grand Street, New York, NY 10013

Signature

print name Vincent Barbuto capacity CFO
sign here date 05/26/2021

DIRECTIONS

  • (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
  • (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
  • (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
  • (4) The voting shares of a company constitute one class unless divided into separate classes.
  • (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
  • (6) Include details of:
    • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
    • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

  • (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
  • (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To_Company Name/Scheme Clean Seas Seafood Ltd
ACN/ARSN 094 380 435
1. Details of substantial holder (1)
Name Bonafide Wealth Management AG
ACN/ARSN (if applicable)
There was a change in the interests of the
substantial holder on
14 / 05 / 2021
The previous notice was given to the company on 21 / 08 / 2019
The previous notice was dated 21 / 08 / 2019

2. Previous and present voting power

The total number of votes attached to all the company or voling interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4) Previous notice Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
Fully paid ordinary shares 16'200'139 17.66% (as of 20/06/2019) 19'963'519 15.50% (as of today)

3. Changes in relevant interests

Particulars of each change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of
change
Person whose
relevant interest
changed
Nature of change (6) Consideration given in
relation to change (7)
Class and number
of securities
affected
Person's votes
affected
18/11/19-
21/05/21
Bonafide Wealth
Management AG
several non-
threshold crossing
conversion of notes
into shares
n.a. 4'513'380 fully paid
ordinary shares
4'513'380 fully paid
ordinary shares
02/12/20 Bonafide Wealth
Management AG
share sale A\$585'000 750'000 fully paid
ordinary shares
750'000 fully paid
ordinary shares
14/05/21 Bonafide Wealth
Management AG
Tranche 1 capital
increase through
issuance of 14.93
min new shares
(Bonafide
participating in
Tranche 2)

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of
relevant interest
Registered
holder of
securities
Person entitled to be
registered as holder
(8)
Nature of relevant
interest (6)
Class and number
of securities
Person's votes
Bonafide Wealth
Management AG
Citigroup Pty
Limited
Citigroup Pty Limited Indirect (see
annexure A)
19'963'519 fully
paid ordinary
shares
19'963'519 fully paid
ordinary shares

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

6. Addresses

The addresses of persons named in this form are as follows:

Name Address
Bonafide Wealth Management AG Höfle 30, 9496 Balzers, Principality of Liechtenstein
IFM Independent Fund Management
AG as trustee for the Bonafide
Global Fish Fund
Landstrasse 30, 9494 Schaan, Principality of Liechtenstein
IFM Independent Fund Management
AG as trustee for the Bonafide
Investment Fund - Best Catches I
Landstrasse 30, 9494 Schaan, Principality of Liechtenstein
Deep Blue Ventures Holdings SPC
DBVF III & IV Segregated Portfolios
30 Floor Harbour Centre, P.O. Box 61, George Town, Grand Cayman KY1-1102, Cayman
slands

Signature

print name Philipp Hämmerli capacity Portfolio Manager
sign here 1 date 21/05/2021

DIRECTIONS

  • (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
  • (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
  • (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
  • (4) The voting shares of a company constitute one class unless divided into separate classes.
  • (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

(6) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • (b) any qualification of the power of a person to exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

  • (7) Details of the consideration must include any and other, that any person from whom a relevant interest was acquired has, or may, become entiled to receive in relation. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
  • (8) If the substantial holder is unable to dentity of the person (eg. if the relevant interest arises because of an option) write "unknown".
  • (9) Give details, if appropriate, of the present association since the last substantial holding notice.

This a annexure 1 of 1 pages referred to in form 604.

ANNEXURE TO FORM 604

(see Form 604 page 2/2 DIRECTIONS (1))

Company Name/Scheme

Clean Seas Seafood Ltd

ACN/ARSN

094 380 435

Total number of issued shares 128'819'147

Structure of the relevant interest

Print name Capacity Date sign here

Signature

Philipp Hämmerli

Portfolio Manager

21/05/2021 Fr

Page 1 of 1

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To_ Company Name/Scheme Clean Seas Seafood Limited
ACN/ARSN 094 380 435
1. Details of substantial holder(1)
Name IFM Independent Fund Management AG as Trustee for the Bonafide Investment Fund - Best Catches I
IFM Independent Fund Management AG as Trustee for the Bonafide Global Fish Fund
ACN/ARSN (if applicable)
There was a change in the interests of the
SUUSTATICI HOLGE OH 14 / May / 21
The previous notice was given to the company on 10 / July / 20
The previous notice was dated 10/July / 20

2. Previous and present voting power

The total number of votes a laction in the company or voing interest in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as filosizons;

Class of securities (4) Previous notice Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
Fully Paid ordinary shares 17'316'869 15.90% 18'639'087 14.47%

3. Changes in relevant interests

Particulars of each change in the nature of a relevant interest of the substantial hoting securities of the company or schene, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows.

Date of
change
Person whose
relevant interest
changed
Nature of
change (6)
Consideration
given in relation
to change (7)
Class and
number of
securities
affected
Person's votes
affected
According to the attachment

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of
relevant
interest
Registered
holder of
securities
Person entitled
to be registered
as holder (8)
Nature of
relevant
interest (6)
Class and
number of
securities
Person's voles
IFM Independent Fund Management AG as Trustee for the Bonalde Invel Find - Best Cather I IFM Independent Fund Management AG as Tructed for the Bonal Fieh Fund Citigroup Pry Limited Indirect 18'639'087 fully paid
ordinary shares
18'639'087 fully paid
ordinary shares

5. Changes in association

The persons who have become associates (2) cr. ceased to be associates of, or have changed the rature of their association (9) with, the substantial holder in relation to vot interests in the company or scheme are as follows:

Nature of association

6. Addresses

The addresses of persons named in this form are as follows:

Name Address
IFM Independent Fund Management AG as Trustee for the Bonafide Investment Fund - Best Catches I
IFM Independent Fund Management AG as Trustee for the Bonafide Global Fish Fund
Landstrasse 30. 9494 Schaan, Principality of Liechtenstein

Signature

DIRECTIONS

  • (1) ll there are a number of similar or related televant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity to station of could be included in an amexure to the form. If the relevant interests of a group of person and may be refered to throughout the form as a specifically named group, with the names and addresses of members is clearly set out in paragaph 6 of the form.
  • (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
  • (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
  • (4) The voting shares of a company constitute one class unless divided into separate classes.
  • The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. (5)
  • (6) Include details of:
    • any relevant agreement on other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any (a) (a) document setting out the terms of any relevant and a statement by the person giving full and ancurate details of any onlines, scheme of arrangement, must accompany this form, together with a written statement certifying this contracted and
    • any qualification of the power of a person to exercise of, or influence the exercise of, the voting powers or disposal of the securities to (b) which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

(7) Details of the consideration must include any and other, that any person from whom a relevant interest was acquired has, or may, becom i instilled of eceive in relation. Details must be included even if the beforition in the heppening on of a contingency. Dealis mur included of any benefit paid on behalf of the substantial holder or it the arquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

(8) If the substantial holder is unable to dentity of the person (eg. if the relevant interest arises because of an option) write "unknown".

(9)

3 Changes in relevant interests attachment

Date of Change Person whose relevant interest
changes
Nature of change Consideration given
in relation to change
Class and number of
securities afficted
Person's voted affected IISIN
12.10.2020 FM Independent Fund
Management AG as Trustee for
the Bonafide Investment Fund -
Best Catches I
Conversion
Convertible Bond
AUD 179'060.88 283'432 fully paid
ordinary shares
283'432 fully paid
ordinary shares
AU000000000000000
02.12.2020 IFM Independent Fund
Management AG as Trustee for
the Bonafide Investment Fund -
Best Catches I
Sell AUD 585'000.00 750'000 fully paid
ordinary shares
750'000 fully paid
ordinary shares
AU000000CSS3
31.12.2020 IFM Independent Fund
Management AG as Trustee for
the Bonafide Global Fish Fund
Purchase AUD 767'095.89 1'328'587 fully paid
ordinary shares
1'328'587 fully paid
ordinary shares
AU00000000000019
05.01.2021 IFM Independent Fund
Management AG as Trustee for
the Bonafide Global Fish Fund
Conversion
Convertible Bond
AUD 350'000.00 460'199 fully paid
ordinary shares
460'199 fully paid
ordinary shares
AU0000000000383

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