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Clean Seas Seafood Limited

Major Shareholding Notification Jul 6, 2021

8175_rns_2021-07-06_f8b17ea5-9d6d-4ce6-a10a-8f29092acadd.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
ACN/ARSN (if applicable)
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
There was a change in the interests of the
substantial holder on
$29 / Jun$ /21

2. Previous and present voting power

The previous notice was dated

The previous notice was given to the company on

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:

$20/May/21$

14/May / 21

Previous notice Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
18'639'087 14.47% 25'832'071 16.28%

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
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 votes
IFM Independent Fund Management AG \$8 Trustee for the Bonafide Investment Fund - Best Catches I
IFM Independent Fund Management AG \$8 Trustee for the Bonafide Gibbal Fish Fund - Citienner in
Citigroup Pry Limited Citigroup Pry Limited Indirect 25'832'071 fully paid
ordinary shares
25'832'071 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:

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

print name Ramon Schäfer capacity Head of Investment Compliance sign here date 30 / Jun /2021

DIRECTIONS

  • 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 $(1)$ 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
  • $(2)$ 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.
  • The voting shares of a company constitute one class unless divided into separate classes. $(4)$
  • $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
  • $(6)$ Include details of:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any $(a)$ 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 c
  • 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 $(b)$ 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 all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, becom e 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.

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". $(8)$

Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

GUIDE This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 604.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.

3 Changes in relevant interests attachment

ļ

Date of Change Person whose relevant interest
changes
Nature of change in relation to change securities affcted Consideration given Class and number of Person's voted affected ISIN
Management AG as Trustee for
the Bonatide Investment Fund -
12.10.2020 IFM Independent Fund
Convertible Bond
Conversion
AUD 179'060.88 283'432 fully paid
ordinary shares
283'432 fully paid
ordinary shares
AU000000CSS3
the Bonafide Investment Fund -
Management AG as Irustee for
02.12.2020 IFM Independent Fund
Best Catches
Sell AUD 585'000.00 750'000 fully paid
ordinary shares
750'000 fully paid
ordinary shares
AU000000CSS3
Management AG as Trustee for
the Bonafide Global Fish Fund
31.12.2020 IFM Independent Fund
Best Catches
Purchase AUD 767'095.89 1'328'587 fully poid
exdinary shares
1'328'587 fully paid
ordinary shares
AU000000CSS3
Management AG as Irustee for
the Bonafide Global Fish Fund
05.01.2021 IFM Independent Fund
Conversion Convertib AUD 350'000.00 460'199 fully paid
ordinary shares
460199 fully paid
ordinary shares
AU000000CSS3
Management AG as Irustee for
the Bonatide Global Fish Fund
24.06.2021 IFM Independent Fund
Purchase NOK 15'909'025.45 4'333'334.00 fully paid
ordinary shares
4'333'334.00 fully paid Au000000CSS3
ordinary shares
Management AG as Irustee for
the Bonalide Investment Fund-
24.06.2021 IFM Independent Fund
Purchase NOK 10'498'670.22 2'859'650.00 fully poid
ordinary shares
2'859'650.00 fully paid AU000000CSS3
ordinary shares
Best Catches

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
06/07/2021
The previous notice was given to the company on 14/05/2021
The previous notice was dated 14/05/2021

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 7.84% 10,100,000 6.29%

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
06/07/2021 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 07/06/2021

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.

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