FATFISH GROUP LIMITED — Capital/Financing Update 2018

Dec 3, 2018

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Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia

www.fatfish.co

4 December 2018

CLEANSING NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT

This cleansing notice (Cleaning Notice) is given by Fatfish Blockchain Limited (ASX:FFG) (Company) under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) .

The Company advises that it has today issued 15,000,000 fully paid ordinary shares ( Shares ).

Pursuant to section 708(A)(5)(e) of the Corporations Act, the Company gives notice that:

• the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

• as at the date of this notice, the Company has complied with:

• the provisions of Chapter 2M of the Corporations Act, as they apply to the Company; and

• section 674 of the Corporations Act; and

• as at the date of this noticethere is no information that is ‘excluded information’ within the meanings of section 708(a)(7) and 708A(8) of the Corporations Act that is required to be set out in this Cleansing Notice under section 708A(6)(e) of the Corporations Act.

Yours Faithfully,

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Jiahui Lan Company Secretary Fatfish Blockchain Limited

1

Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia

www.fatfish.co

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CLEANSING NOTICE UNDER SECTION 708A(12C)(e) OF THE CORPORATIONS ACT

This cleansing notice ( Cleansing Notice ) is given by Fatfish Blockchain Limited (ASX: FFG) ( Company ) under section 708A(12C)(e) of the Corporations Act 2001 (Cth) ( Corporations Act ) (as notionally inserted by ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2016/82).

The Company advises that it has today issued 800,000 convertible notes ( Notes ) to Arena Investors L.P. (on behalf of its clients and affiliates) ( Noteholder ) as announced on 22 November 2018. The Notes were issued without disclosure to investors under Part 6D.2 of the Corporations Act.

The purpose of this Cleansing Notice is to enable the fully paid ordinary shares in the capital of the Company ( Shares ) that may be issued on any future conversion of the Notes to be on‐ sold to retail investors without further disclosure.

This Cleansing Notice is an important document and should be read in its entirety. Neither ASIC or ASX takes any responsibility for the contents of this Cleansing Notice.

1. BACKGROUND

The Company, on 22 November 2018 had announced that it is proposing to undertake a capital raising by the issue of Notes to raise up to a maximum of $10,000,000 as follows:

• (a) an initial issue of Tranche One of 800,000 Notes to the Noteholder;

• (b) subsequent issue of Tranche Two of 1,200,000 Notes to the Noteholder; and

• (c) subsequent issues of up to an aggregate of 8,000,000 convertible notes (on the same terms as the Notes) to the Noteholder, over 8 tranches of 1,000,000 each.

The Company has today issued Tranche One, comprised of 800,000 Notes to the Noteholder.

The terms of the Notes are set out in the Unsecured Convertible Note Deed ( Deed ) executed by the Company in favour of the Noteholder.

Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

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The Directors of the Company ( Directors ) consider that the entry into the Deed and the issue of the Notes is in the best interests of Shareholders as it provides the Company with growth capital for the next 3 years, allowing the Company to tap into more M&A opportunities. The growth capital from the issuance of Notes will also allow the Company to further invest into and expand its existing investee companies, which are showing promising traction.

2. CONTENTS OF THIS CLEANSING NOTICE

This Cleansing Notice sets out the following:

• (a) in relation to the Notes:

• (i) the effect of the issue on the Company;

• (ii) a summary of the rights and liabilities attaching to the Notes; and

• (iii) a summary of the rights and liabilities attaching to the Shares that will be issued on the conversion of the Notes; and

• (b) any information that:

• (i) has been excluded from continuous disclosure notices in accordance with the ASX Listing Rules; and

• (ii) is information that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:

  • (A) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company;

  • (B) the rights and liabilities attaching to the Shares; and

  • (C) other information relating to the Company’s status as a disclosing entity.

Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

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3. THE EFFECT OF THE ISSUE ON THE COMPANY

3.1 Effect of the issue on the Company

The principal effect of the issue of the Notes on the Company will be to:

• (a) increase the Company’s cash reserves by $800,000 (before costs associated with the Notes issue);

• (b) increase the number of unquoted convertible notes on issue from nil to 800,000;

• (c) give rise to the Company having a liability for the aggregate amount of the face value of the Notes (that is, $800,000) plus the accrued interest; and

• (d) if the Notes are converted, either wholly or in part to Shares, increase the number of Shares on issue as a consequence of the issue of Shares on such conversion.

In addition to the above, as partial consideration for the investment, the Company has issued 15,000,000 Shares to the Noteholder in consideration for the entry into the Deed.

3.2 Pro‐forma consolidated statement of financial position

• (a) Set out in Annexure A is a pro forma consolidated Statement of Financial Position as at 30 June 2018 for the Company based on the 30 June 2018 reviewed accounts adjusted to reflect the Notes issue and has been prepared on the basis of the accounting policies normally adopted by the Company.

• (b) The pro forma financial information is presented in abbreviated form in so far as it does not include all of the disclosures required by the International Accounting Standards applicable to the Company’s annual financial statements. The pro forma financial information is not audited. The classification of the allocations between debt and equity for the Notes may change in the future.

Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia

www.fatfish.co

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3.3 Potential effect on capital structure

The capital structure of the Company as at the date of this Cleansing Notice, before the issue of the securities pursuant to the Deed, is set out below:

Type of security	Number
Shares	515,375,364
Options1	186,633,613
Convertible notes	Nil

1Comprised of the following unquoted options, with each option exercisable into Shares on a 1:1 basis:

• 133,543,614 options exercisable at $0.011 each expiring 9 June 2019

• 20,000,000 options exercisable at $0.06 each expiring 9 February 2020

• 33,089,999 options exercisable $0.045 each expiring 25 June 2021

The Notes are convertible into Shares based on the conversion formula set out in Section 4 below. The number of Shares issued to the Noteholder will therefore depend on a number of factors, including whether the Noteholder elects to convert the Notes.

The table below shows the potential effect of the conversion of all Convertible Notes, based on the floor price as provided for in the Deed of $0.013. The below table also assumes that no additional Shares are issued prior to conversion of the Notes. Fractions have been rounded up to the nearest Share.

The Noteholder did not hold any Shares prior to the date of this Cleansing Notice. In addition to the Notes, the Company has issued 15,000,000 Shares to the Noteholder under the terms of the Deed:

Shareholder	Number of Shares (assuming all Notes are converted on the assumptions outlined above)	Percentage Interest
All shareholders other than the Noteholder	515,375,364	87%
Noteholder	77,153,847	13%
Total	592,529,211	100%

Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

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4. RIGHTS AND LIABILITIES ATTACHING TO THE NOTES

The following is a broad summary of the rights, privileges and restrictions attaching to the Notes.

The summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of the Noteholder.

Face Value	$1.00 per Note	$1.00 per Note
Purchase Date	4 December 2018
Conversion	    	Subject to the below, the Noteholder may, at its election, convert one or more of the Securities into Shares The number of Shares issued are calculated in accordance with the following formula Number of Shares=101% of Specified Principal Amount Conversion Price The “Specified Principal Amount” is the aggregate principal amount of the Notes that are subject to the conversion. The “Conversion Price” is, in respect of each conversion, the higher of: o the “floor price” of $0.013; and o the lower of: (a) 125% of the average closing price of the Shares over the 25 trading days immediately prior to the issue date of the Note being converted; and (b) 90% of the average of the closing prices of the Shares for any 5 consecutive trading days during the 25 trading days immediately preceding the last trading day before the conversion date. Noteholder agrees not to convert any Notes, if that would result in the Noteholder holding a Relevant Interest in more than 19.99% of the issued Shares.

Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

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Maturity

 The maturity date is 4 December 2019  The Company must redeem the outstanding Notes on the Maturity Date an amount equal to 101% of the outstanding principal amount in cash.

Early Redemption Events

The following are early redemption events:  The average daily trading value of Shares on ASX over any 35 consecutive trading days (disregarding any trading halt at the request of the Company not exceeding 2 trading days in aggregate during that period) is less than $20,000;  The market capitalisation of the Company falls below $5,000,000; and  Closing price per Share on any trading day is less than the floor price ($0.013), prior to the conversion of the Note in full. In the event of an early redemption, the Noteholder may at any time while it is continuing declare by notice to the Company that one or more of the following is to apply:  The entire outstanding principal amount, together with accrued interest, and all other amounts accrued or outstanding under this Deed, is either: (i) payable on demand; or (ii) immediately due for payment and payable, and the Company must redeem all the Notes on issue and must pay the Termination Payment (defined below) to the Noteholder;  the Noteholder obligations under the Deed are terminated; and  the Noteholder may exercise any or all of its rights, remedies, powers or discretions under the Deed.

Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

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Termination Payment	The Company is liable for an amount of $500,000, less an amount equivalent to the number of tranches of convertible notes drawn (up to maximum of 5) multiplied by $100,000 at the relevant time the Termination Payment obligation arises in accordance to the Deed.
Security	The Notes are unsecured.
Interest	 The Company must pay the Noteholder interest at a rate of 1% per annum on the principal amount of the outstanding Notes.  Interest accrues on a daily basis.  Payable on 30 June and 31 December in each year and on Maturity Date.  If an event of default occurs, an interest rate of 5% per annum will apply and is payable monthly.
Representations and warranties	The Company has provided the Noteholder with customary representations and warranties.
Events of default	The Convertible Note Deed includes typical events of default, including amongst other things, the following (in summary):  ASX makes a determination that the terms of the Note do not comply with the Listing Rules;  The Company fails to obtain the approval of its shareholders for any transaction under this Deed;  The Company did not issue any Shares to the Noteholder within 5 business days of receipt of a conversion notice;  The Company fails to pay any cash amount due under the Deed on its due date or within 5 business days after its due date;

Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

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 Failure by the Company to perform any other material obligation, covenant or undertaking under the Deed, excluding payment default, and, in relation to any rectifiable failure, within 14 days following notice by the Noteholder requiring rectification;  The Company is in breach of any of the warranties given under the Deed;  The Company fails to file any annual or quarterly reports required by law or the Listing Rules;  The Company fails to comply with any of the Listing Rules in any material respect;  An entity that is a subsidiary of the Company at the date of the Deed ceases to be a subsidiary of the Company, other than pursuant to the proposed European spinout or proposed IPO of Minerium (as previously announced);  An insolvency event occurs in relation to the Company;  The Company incurs any financial indebtedness other than under the Deed, in the ordinary course of business, or pursuant to the proposed European spinout or proposed IPO of Minerium;  Any indebtedness of the Company or any of its subsidiaries is not paid when due (or within any applicable grace period) or is or becomes due and payable prior to its stated maturity date for any reason;  A distress, attachment, executive or other legal process is levied, enforced or sued out on or against any part of the property, assets or revenues of the Company or any of its subsidiaries;  A mortgagee, charge or other encumbrancer takes possession of, exercises rights under any security in relation to, or a receiver, receiver and manager, administrator, liquidator, provisional liquidator or officer of the Court is appointed in relation to, the whole or any

Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

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substantial part of the property, assets or revenues of the Company or any of its subsidiaries;

substantial part of the property, assets or revenues of the Company or any of its subsidiaries;  Any authorisation, approval or consent required for the issue redemption or conversion of the Convertible Note is not obtained or is suspended, terminated, revoked, withdrawn or expires, modified, restricted or otherwise fails to remain in full force and effect (in whole or in part) in anyway unacceptable to the Noteholder;  An order of effective resolution is made for the winding‐up or dissolution, judicial management or administration of the Company or any of its subsidiaries, or any of its subsidiaries ceases or threatens to cease to carry on all or substantially all of its business or operations  It is or becomes unlawful for: (i) The Company to perform or comply with any one of more of its obligations under any of the Notes or the Deed; (ii) The Noteholder to convert any Notes or hold any Shares; or (iii) The Company or any of its subsidiaries to carry on all or substantially all of its business or operations;  The Company or any of its subsidiaries transfers or otherwise disposes of all or substantially all of its assets to any person, other than pursuant to the proposed European spinout or proposed IPO of Minerium;  Any Governmental agency: (i) Condemns, nationalises, seizes, compulsorily acquires any material assets of any the Company or any of its subsidiaries; (ii) Nationalises, seizes, compulsorily acquired or otherwise expropriates all or any part of the share capital of any of the Company or any of its subsidiaries;

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Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

• (iii) Assumes custody or control of all or any part of the material assets or business operation of any of the Company or any of its subsidiaries;

• (iv) Takes any action that would result in the dissolution or disestablishment of any of the Company or any of its subsidiaries; or

• (v) Otherwise takes any other action which: (A) Prevents the Company or any of its subsidiaries or their respective management from conducting all or a substantial part of its business or operations;

• (B) Deprives the Company or any of its subsidiaries of the use of any material asset;

• A material qualification is made by any auditor appointed by the Company or any of its subsidiaries to audit its financial statements;

• Shares cease to be listed on the ASX or are suspended from trading for more than 5 trading days in any rolling 12‐ month period;

• A material adverse change occurs in relation to or affects the Company;

• A change of control of the Company occurs; and

• The Company breaches any of its restrictions under the Deed.

If an event of default occurs and continues unremedied for a period of 5 Business Days, the Noteholder may declare at any time by notice to the Company that:

• The entire outstanding principal amount, together with accrued interest, and all other amounts accrued or outstanding under this Deed, is either:

Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

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(i) Payable on demand; or (ii) Immediately due for payment and payable, and the Company must redeem all the Notes on issue and must pay the Termination Payment to the Noteholder;  The Noteholder obligations under the Deed are terminated; and  The Noteholder may exercise any or all of its rights, remedies, powers or discretions under this Deed.

Company Covenants

The Deed includes typical covenants from the Company including the Company and its subsidiaries (without the prior consent of the Noteholder):  Not disposing any of its assets, unless the disposal is done pursuant to the proposed European spinout or the proposed IPO of Minerium;  Ceases its respective business or change the general nature of its respective business;  Enter into contracts with third parties on other than arm’s length open market terms for valuable consideration;  Incur any financial indebtedness (other than under the Deed or in the ordinary course of business) or grant any security interest over any of its respective assets, unless it entered into pursuant to the proposed European spinout or proposed IPO of Minerium;  Lend money to or guarantee or become liable for the debts of any person other than the Company or a subsidiary;  Authorise or permit the authorisation of a voluntary or involuntary administration, liquidation, dissolution or winding up on it or its respective business; or  Amend its constitution in a way that has, or could have, a negative impact on the Noteholder.

Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

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Quotation	The Notes will not be quoted on the ASX.
Assignment	A Party cannot assign or otherwise transfer the benefit of the Deed without theprior written consent of the otherparty.

5. RIGHTS AND LIABILITIES ATTACHING TO THE SHARES ISSUED ON CONVERSION OF THE NOTES

The Shares issued to the Noteholder on the conversion of the Notes under the Deed will rank equally in all respects with all of the Company’s existing Shares.

The new Shares to be issued to the Noteholder on the conversion of the Notes, are set out in the Company’s Constitution, regulated by the Corporations Act 2001 (Cth), ASX Listing Rules and the general law.

The Company intends to apply to ASX for quotation of the Shares issued on conversion of any Notes.

The following is a broad summary of the rights, privileges and restrictions attaching to all Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders.

General meetings

Shareholders are entitled to be present in person, or by proxy or attorney to attend and vote at general meetings of the Company. Shareholders may requisition meetings in accordance with section 249D of the Corporations Act.

Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:  each Shareholder entitled to vote may vote in person or by proxy or attorney;  on a show of hands, every person present who is a Shareholder or a representative of a Shareholder has one vote in respect of each Share carrying the right to vote; and

Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

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	 on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).
Dividend rights	The Directors alone may declare a dividend to be paid to Shareholders. The dividend is payable at a time determined in the directors’ discretion. No dividend may be declared or paid except as allowed by the Corporations Act. No interest is payable in respect of unpaid dividends. The Directors may set aside of the Company’s profit any amount that they consider appropriate. This amount may be used in any way that profits can be used, and can be invested or used in the Company’s business in the interim.
Winding‐up	If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.
Shareholder liability	As the Shares issued on conversion of the Notes will be fully paid Shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.
Transfer of Shares	Generally, Shares are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe theprovisions of a law of

Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

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	Australia and the transfer not being in breach of the Corporations Act or the ASX Listing Rules.
Variation of rights	Pursuant to section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders, vary or abrogate the rights attaching to Shares. If at any time the share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three‐quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.
Alteration of constitution	The Company's constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

6. COMPLIANCE WITH DISCLOSURE OBLIGATIONS

The Company is a “disclosing entity” under the Corporations Act and, as such, is subject to regular reporting and disclosure obligations under both the Corporations Act and the ASX Listing Rules.

Broadly, these obligations require:

• (a) the Company to notify ASX immediately of any information (subject to certain exceptions) of which it is or becomes aware which a reasonable person would expect to have a material effect on the price value of its securities. That information is available to the public from ASX; and

• (b) the preparation of yearly and half‐yearly financial statements and a report of the Company’s operations during the relevant accounting period, together with an audit or review report prepared by the Company’s auditor. These documents are lodged with ASIC and ASX.

Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

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Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office.

The Company will provide a copy of each of the following documents, free of charge, to any person on request:

• (a) the annual financial report most recently lodged by the Company with ASIC, being the financial report of the Company for the year ended 31 December 2017; and

• (b) any of the other continuous disclosure documents given by the Company to ASX after the lodgement of the annual financial report referred to above and before the date of the lodgement of this Cleansing Notice with ASX.

A list of those continuous disclosure documents is on the following page:

Date	Announcement
3/04/2018	Full Year Statutory Accounts
10/04/2018	FFG ‐ Investor Presentation (April 2018)
11/04/2018	FFG ‐ Amended Investor Presentation (April 2018)
11/04/2018	Appendix 3B
16/04/2018	Subsidiary ICI ‐ Outcome of Court Application & Reinstatement
19/04/2018	Annual Report
19/04/2018	APAC Mining Yields Positive Early Results
19/04/2018	Trading Halt
19/04/2018	Retraction & Replacement of Previous Announcement
23/04/2018	FFG to seek listing on OTCQB Market in the United States
23/04/2018	FFG's Swedish Subsidiary seeks to replace financial advisor
26/04/2018	Notice of Annual General Meeting/Proxy form
30/04/2018	Appendix 4C ‐ Quarterly

Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

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1/05/2018 Appendix 4G 2/05/2018 Appendix 3B 3/05/2018 FFG to spin out & invest in blockchain Fund‐of‐Funds Manager 4/05/2018 FFG founded iFashion Group to be acquired for AUD $24.8 mil 8/05/2018 Trading Halt 10/05/2018 FFG ‐ Investor Presentation (May 2018) 14/05/2018 Trading Halt 14/05/2018 Market Update 16/05/2018 APAC Cryptocurrency Mining Secures New Site in Canada 17/05/2018 Appendix 3B 21/05/2018 Change of Director's Interest Notice 24/05/2018 Appendix 3B 25/05/2018 Appendix 3B 29/05/2018 Results of Meeting 31/05/2018 Operation Update 6/06/2018 Trading Halt 6/06/2018 FFG signs term sheet to acquire 3.45% of esports.com 6/06/2018 ICI: Signed up with esports.com to rec USD 1M strategic inv. 12/06/2018 Trading Halt 14/06/2018 Suspension from Official Quotation 14/06/2018 FFG Board Approves Name Change to 'Fatfish Blockchain Ltd'

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Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

14/06/2018 Appendix 3B 14/06/2018 Amended Appendix 3B 15/06/2018 FFG Secures $2.5M Through Private Placement & Con Note 15/06/2018 Reinstatement to Official Quotation 18/06/2018 Clarification regarding Placement & Convertible Notes 25/06/2018 Appendix 3B 25/06/2018 Listing Rule 3.10.5A Notice 27/06/2018 FFG Shares Commence Trading on OTCQB Market 10/07/2018 FFG signs definitive agreement with Epsilon Capital 20/07/2018 FFG Swedish Subsidiary to Acquire Swedish Venture Firm 24/07/2018 FFG's crypto‐mining bus. Intends to list on LSE main board 31/07/2018 Quarterly Report ‐ Appendix 4C 1/08/2018 ICI: iCandy signs investment agreement with eSports.com 1/08/2018 Fatfish signs share exchange agreement with eSports.com 3/09/2018 Half Year Accounts 11/09/2018 Notice of General Meeting/Proxy Form 20/09/2018 Business Update Conference Call 24/09/2018 Apac Mining Rebrands to Minerium 26/09/2018 Appendix 3B 5/10/2018 Pause in Trading 5/10/2018 Trading Halt

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Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

8/10/2018 Response to ASX Price Query 9/10/2018 US Investor Roadshow 16/10/2018 Results of Meeting 17/10/2018 Change of Company Name 17/10/2018 Pause in Trading 17/10/2018 Minerium secures new site in Mongolia 30/10/2018 Quarterly Report ‐ Appendix 4C 14/11/2018 Change of Director’s Interest Notice 15/11/2018 Amended Change of Director’s Interest Notice 22/11/2018 Business Update: iFashion Artbox Malaysia Event 22/11/2018 FFG Secures Strategic Funding Commitment for up to AUD $10m 23/11/2018 Fintech Industry Veteran Joins Fatfish as Venture Partner 27/11/2018 Pause in Trading 27/11/2018 Trading Halt 29/11/2018 Suspension from Official Quotation 03/12/2018 Update regarding potential transaction 03/12/2018 Reinstatement to Official Quotation

Fatfish Blockchain Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia

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www.fatfish.co

7. INFORMATION EXCLUDED FROM CONTINUOUS DISCLOSURE NOTICES

As at the date of this Cleansing Notice, in respect of the Shares issued today, the Company advises that there is no information that:

• (a) the Company has excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

• (b) is information that investors and their professional advisors would reasonably require for the purpose of making and informed assessment of:

• (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

• (ii) the rights and liabilities of the Notes (and the underlying Shares) offered by the Company.

By Order of the Board

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Jiahui Lan Company Secretary Fatfish Blockchain Limited

FATFISH BLOCKCHAIN LIMITED ABN: 88 004 080 460

PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 30 JUNE 2018 (UNAUDITED)

PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	30 JUNE 2018 PRO FORMA UNAUDITED ADJUSTMENTS	PRO FORMA CONSOLIDATION
CURRENT ASSETS
Cash and cash equivalents Trade and other receivables Inventories Other financial assets Other assets TOTAL CURRENT ASSETS	775,462 750,000 266,598 417,989 3,613,956 25,136 5,099,141	1,525,462 266,598 417,989 3,613,956 25,136
		5,849,141
NON‐CURRENT ASSETS
Financial assets – fair value OCI Investments at fair value through profit or loss Property, plant and equipment Intangible assets Other assets TOTAL NON‐CURRENT ASSEST TOTAL ASSETS	9,813,386 9,706,355 1,912,530 2,468,648 879,021 24,779,940 29,879,081	9,813,386 9,706,355 1,912,530 2,468,648 879,021
		24,779,940
		30,829,081
CURRENT LIABILITIES
Convertible security Trade and other payables Borrowings Other financial liabilities TOTAL CURRENT LIABILITIES	‐ 800,000 1,418,492 236,968 3,781,156 5,436,616	800,000 1,418,492 236,968 3,781,156
		6,236,616
TOTAL NON‐CURRENT LIABILITIES
Other financial liabilities TOTAL NON‐CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS	1,005,560 1,005,560 6,442,176 23,436,905	1,005,560
		1,005,560
		7,442,176
		23,386,905
EQUITY
Issued capital Reserves Retained earnings Parent interest Non‐controlling interest TOTAL EQUITY	35,348,902 300,000 6,930,295 (19,078,163) (350,000) 23,201,034 235,871 23,436,905	35,648,902 6,930,295 (19,428,163)
		23,151,034 235,871
		23,386,905

NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

1. Basis of preparation

The accompanying unaudited pro forma consolidated statement of financial position of Fatfish Blockchain Limited (the “ Company ”) has been prepared by management to reflect the issue of convertible securities, shares and options by the Company.

The unaudited pro forma statement of financial position has been prepared from information derived from and should be read in conjunction with the financial statements of the Company as at and for the six‐month period ended 30 June 2018.

The unaudited pro forma consolidated statement of financial position of the Company has been presented assuming the issue of convertible securities and shares were completed on 30 June 2018.

The unaudited pro forma consolidated statement of financial position has been prepared by management for illustration purposes only and, in the opinion of management, include all adjustments necessary for fair presentation.

The classification of the allocations between debt and equity for the convertible securities may change in the future.

2. Pro forma assumptions

The unaudited pro forma consolidated statement of financial position gives effect to the following assumptions and adjustments:

(a) Convertible securities

Raising of $800,000 via an issue of convertible securities based on a maturity date of 12 months;

• (b) Transaction fee of $300,000 paid via issuance of shares; and

• (c) Due diligence costs of up to a maximum of $50,000 has been taken into consideration

Appendix 3B New issue announcement

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

FATFISH BLOCKCHAIN LTD

ABN

88 004 080 460

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 to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	(a) Fully Paid Ordinary Shares (b) Convertible Notes
	(a) 15,000,000 Fully Paid Ordinary Shares (b) 800,000 convertible notes
	(a) Fully paid ordinary shares (b) Convertible notes with a face value of $1.00 each and convertible at the holder’s discretion at a conversion price the higher of: (i) The floor price of $0.013; and (ii) The lower of (a) 125% of the average closing price of the shares over 25 trading days immediately prior to the issue date of the Note being converted; and (b) 90% of the average of the closing prices of the Shares for any 5 consecutive trading days during the 25 trading days immediately preceding the last trading day before the conversion date.

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4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in relation to the+securities_ the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	(a) New shares to rank equally with existing listed ordinary shares (b) Convertible notes will rank equally from conversion. There is no entitlement to participate in the next dividend
	(a) Issued for nil consideration. (b) $1perconvertiblenote
	(a) Consideration for entry into the Unsecured Convertible Note Deed (b) Capital raising by issue of convertible notes
	Yes.
	29 May 2018
	15,000,000 shares 800,000 convertible notes Up to 62,153,847 shares agreed to be issued on conversion of the convertible notes.

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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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Nil	Nil
	Nil
	Nil
	N/A
	N/A.
	Rule 7.1: 28,707 Rule 7.1A: 51,526,776
	4 December 2018
	Number	+Class
	530,375,364	Ordinary shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	133,543,614 800,000 20,000,000 33,089,999	Unlisted options expiring 9 June 2019 exercisable at $0.011 per option Convertible notes with a face value of $1 each and a maturity date of 4 December 2019 Unlisted options expiring 9 February 2020 exercisable at $0.06 per option Unlisted options expiring 25 June 2021 exercisable at $0.045 per option
	Dividends are not payable on the Unlisted Options and convertible notes. Any ordinary shares issued pursuant to the valid exercise of the New Options and/or convertible notes will rank equally with the existing ordinary shares then on issue with respect to those dividends with a record date fallingafter the date of issue.

Part 2 - Pro rata issue

Part 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

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18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable)	N/A
	N/A
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	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

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 20 largest holders of the additional[+] securities, and the number and percentage of additional +securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

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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)	N/A.
	N/A.
	N/A.
	N/A.
	Number	+Class
	N/A.

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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: 04/12/2018 (Director/Company secretary) Jiahui Lan

Print name: .........................................................

== == == == ==

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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 placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	338,510,408
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	14,352,866 (fully paid ordinary shares issued from the exercise of options) 88,000,000 (fully paid ordinary shares issued. Approved under LR 7.4 on 25/01/2018) 1,591,407 (fully paid ordinary shares issued from the exercise of options) 20,000,000 (fully paid ordinary shares issued. Approved under LR 7.3 300,000 (fully paid ordinary shares issued from the exercise of options) 1,750,000 (fully paid ordinary shares issued from the exercise of options) 1,000,000 (fully paid ordinary shares issued from the exercise of options) 500,000 (fully paid ordinary shares issued from the exercise of options) 500,000 (fully paid ordinary shares issued from the exercise of options) 15,673,075 (fully paid ordinary shares issued from the exercise of options – announced 26 September 2018) 33,089,999 (fully paid ordinary shares issued) Approved under LR 7.3
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	0

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“A”	515,267,255
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	77,290,163
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	107,609 fully paid ordinary shares – announced 26 September 2018 15,000,000 fully paid ordinary shares (as announced in this Appendix 3B) 62,153,847 fully paid ordinary shares (agreement to issue up to this number of shares on conversion of convertible notes)
“C”	77,261,456
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	77,290,163
Subtract“C” Note: number must be same as shown in Step 3	74,761,456
Total[“A” x 0.15] – “C”	28,707 [Note: this is the remaining placement capacity under rule 7.1]

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15	77,290,163
Note: number must be same as shown in
Step 2
Subtract“C”	74,761,456
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	28,707
	[Note: this is the remaining placement
	capacity under rule 7.1]

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	515,267,755
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	51,526,776
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items
“E”	0

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” 0

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	51,526,776
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	51,526,776 Note: this is the remaining placement capacity under rule 7.1A

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