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FATFISH GROUP LIMITED Capital/Financing Update 2018

Jul 31, 2018

64911_rns_2018-07-31_ccf24336-d036-457c-8d67-08a99d5443bf.pdf

Capital/Financing Update

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Fatfish Internet Group Ltd (ACN 004 080 460) Level 2, 395 Collins Street Melbourne Victoria 3000 Australia www.fatfish.co

31 July 2018 ASX Announcement

Fatfish Signs Share Exchange Agreement with eSports.com

Highlights

  • Fatfish has entered into a definitive Share Exchange Agreement with eSports.com Group AG, whereby Fatfish shall exchange AU$4.56 milion worth (or 45,656,105 ordinary iCandy shares), for 3% of eSports.com

  • Simultaneously, eSports.com shall subscribe for 16,500,000 new shares in iCandy for a total consideration of AU$1,320,000 or AU$0.08 per share

  • The Share Exchange Agreement is conditional upon eSports.com’s investment into iCandy

Reference is made to the ASX announcement by Fatfish Internet Group Ltd (“ Fatfish ” or the “ Company ”) on 6 June 2018 regarding the term sheet for the acquisition of eSports.com Group AG (“ eSports.com ”) by Fatfish.

Fatfish is pleased to announce that the Company has entered into a definitive share exchange agreement with eSports.com (“ Share Exchange Agreement ”), whereby Fatfish shall exchange AU$4.56 milion worth of its shareholding in iCandy Interactive Limited (“ iCandy ”) (ASX:ICI), in the form of 45,656,105 ordinary iCandy shares valued at AU$0.10 per share, for 3% of the current issued share capital in eSports.com (the “ Share Exchange ”).

Simultaneously, eSports.com and iCandy have entered into an agreement (“ Investment Agreement ”) that includes the following material terms:

  • (i) eSports.com shall subscribe for 16,500,000 new shares in iCandy (“ Subscription Shares ”) for a total consideration of AU$1,320,000 or AU$0.08 per share (“ Subscription Price ”) (the “ Share Subscription ”);

  • (ii) the Subscription Price shall be payable by eSports.com in 5 equal tranches, with the first tranche payable within 3 business days of signing of the Investment Agreement, and the remaining tranches to be paid over a 4-month period commencing 3 September 2018;

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Fatfish Internet Group Ltd (ACN 004 080 460) Level 2, 395 Collins Street Melbourne Victoria 3000 Australia www.fatfish.co

  • (iii) the Subscription Shares shall be allotted and issued in 5 equal tranches to eSports.com, each within 5 business days from the date of receipt of the respective tranche payments from eSports.com; and

  • (iv) upon the issuance of the first tranche of the Subscription Shares, eSports.com shall be entitled to nominate a director to the Board of Directors of iCandy.

The Share Exchange is conditional upon the Share Subscription, and will take place only after the completion of the Share Subscription in full.

Upon the completion of the Share Subscription and the Share Exchange, eSports.com will own approximately 19.5% in iCandy.

  • End –

About Fatfish Internet Group

Fatfish Internet Group Ltd (ASX: FFG, US:FFTTF) is a publicly traded venture investment and development firm. Fatfish partners with entrepreneurs and executives to build and grow tech businesses via a co-entrepreneurship model. FFG has been investing strategically across cryptocurrency, fintech and consumer internet technologies.

Fatfish operates from its international venture hubs located in Singapore, Kuala Lumpur and Stockholm. Fatfish’s shares are traded on the Australian Securities Exchange and the OTCQB in the US.

About iCandy Interactive

iCandy Interactive Limited ("iCandy Interactive") is an Australia incorporated public company that has its core business in the development and publishing of mobile games and digital entertainment for a global audience. iCandy Interactive is listed on the Australian Securities Exchange (ASX) under the symbol ICI.

iCandy Interactive runs a portfolio of mobile games that are being played by over 350 million gamers worldwide and has won multiple awards in various coveted international events. For more information visit www.icandy.io

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Fatfish Internet Group Ltd (ACN 004 080 460) Level 2, 395 Collins Street Melbourne Victoria 3000 Australia www.fatfish.co

About eSports.com

Using Blockchain technology, eSports.com provides a unified, secure and transparent digital environment for all things eSports. eSports.com aims to be the biggest eSports portal in the world. The platform will offer coaching by professionals, charity tournaments supported by celebrities, comprehensive statistic data, live coverage and it wants to take sports journalism, in terms of eSports, on a new level.

For further question on this release, please contact: Investor Relation Manager Jane Morgan + 61 (0) 405 555 618 [email protected] or visit www.fatfish.co