FATFISH GROUP LIMITED — Capital/Financing Update 2018

Feb 8, 2018

==> picture [67 x 82] intentionally omitted <==

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

9 February 2018

ASX Announcement

Cleansing Statement: Issue of Securities Pursuant to ASX Listing Rules, Notice Under Section 708A(5)(e)

Fatfish Internet Group Limited (“Company”) wishes to advise it has issued 20,000,000 fully paid ordinary shares for $0.05 (5 cents) per share to participants in the Tranche 2 Placement as announced to the ASX on 4 December 2017.

A portion of the capital raised will be invested into the Kryptos-X cryptocurrency exchange project announced on 28 November 2017. Remaining funds raised will be used for the Company’s current working capital requirements and to accelerate potential growth to build shareholder value in other emerging opportunities in the technology areas that the Company is working on.

An Appendix 3B follows this announcement.

Notice Under Section 708A(5)(e)

The above mentioned shares were issued without disclosure to investors under Part 6D.2, in reliance on section 708A(5) of the Corporations Act.

The Company, as at the date of this notice, 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.

As at the date of this notice, there is no excluded information within the meaning of sections 708A(7) and (8) of the Corporations Act which is required to be disclosed by the Company.

About Fatfish Internet Group

Fatfish Internet Group Ltd (‘FFG’) is a Southeast Asian and Australian based Internet venture investment and development firm. FFG partners with entrepreneurs to help them build and grow Internet businesses via a coentrepreneurship model.

==> picture [67 x 82] intentionally omitted <==

Fatfish Internet Group Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne Victoria 3000 Australia

www.fatfish.co

FFG’s co-entrepreneurship model seeks an active involvement from seed funding stage to exit stage of its investee companies. In parallel FFG seeks to provide a collection of resources and expertise to support entrepreneurs in important areas such as business strategy, market access, talent recruitment, product development and corporate strategy.

This unique “seed-to-exit” approach makes FFG a strategic partner that provides the funding, resources and platform to hasten the growth of promising technology businesses.

FFG also offers corporate advisory services specializing in working with tech companies to bring to bear alternative funding and growth models for tech companies through Initial Public Offerings (IPOs) or capital market transactions vide trade sales or Mergers & Acquisitions (M&A).

For further question on this release, please contact:

Investor Relations Team ir@fatfish.co

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 INTERNET GROUP 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 (a) Fully paid ordinary shares to be issued (b) Unlisted $0.06 unlisted options 2 Number of[+] securities issued or (a) 20,000,000 fully paid ordinary shares to be issued (if known) or (b) 15,000,000 unlisted options maximum number which may be issued

3 Principal terms of the (a) Fully paid ordinary shares. +securities (e.g. if options, (b) Unlisted options exercisable at 6 cents exercise price and expiry date; per share, expiring 12 months from date if partly paid[+] securities, the of issue amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

V:/MATTADV/2725/11717/00250494.DOC

04/03/2013 Legal/48712436_1

Appendix 3B Page 1

Appendix 3B New issue announcement

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	(a) New Shares to rank equally with existing listed ordinary shares (b) Options are unlisted. Shares issued on exercise of options rank equally with all other fully paid shares on issue from that date.
	(a) $0.05 per share (b) Unlisted options issued to brokers pursuant to terms of engagement without consideration. Issue price of any shares allotted on exercise of options $0.06 per share.
	(a) Portion of funds raised will be invested into Kryptos-X cryptocurrency exchange project announced earlier. Remaining funds raised will be for Company’s current working capital requirements and accelerate potential growth to build shareholder value in other emerging opportunities in the technology areas that the Company is working on. (b) As consideration of broking services providedtothe Company.
	Yes.
	30 May 2017.

V:/MATTADV/2725/11717/00250494.DOC

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 2

Appendix 3B New issue announcement

6c Number of+securities issued without security holder approval under rule 7.1 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.	Nil
	Nil
	(a) 20,000,000 fuly paid ordinary shares (25/01/2018) (b) 15,000,000 unlisted $0.06 options (25/01/2018)
	Nil
	N/A
	N/A.
	Rule 7.1: 69,368,202 Rule 7.1A: 46,245,468
	9 February 2018

• See chapter 19 for defined terms.

V:/MATTADV/2725/11717/00250494.DOC

04/03/2013 Legal/48712436_1

Appendix 3B Page 3

Appendix 3B New issue announcement

8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	462,454,681	Ordinary shares
	Number	+Class
	153,266,689 15,000,000	Unlisted options expiring 9 June 2019 exercisable at $0.011 per option Unlisted options expiring 9 February 2019 exercisable at $0.06per option

10 Dividend policy (in the case of Dividends are not payable on the Unlisted a trust, distribution policy) on Options. the increased capital (interests) Any ordinary shares issued pursuant to the valid exercise of the New Options will rank equally with the existing ordinary shares then on issue with respect to those dividends with a record date falling after 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

V:/MATTADV/2725/11717/00250494.DOC

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 4

Appendix 3B New issue announcement

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.

V:/MATTADV/2725/11717/00250494.DOC

04/03/2013 Legal/48712436_1

Appendix 3B Page 5

Appendix 3B New issue announcement

30 How do security holders sell N/A their entitlements in full through a broker? 31 How do security holders sell part N/A of their entitlements through a broker and accept for the balance? 32 How do security holders dispose N/A of their entitlements (except by sale through a broker)? 33 +Issue date 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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 ]

V:/MATTADV/2725/11717/00250494.DOC

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 6

Appendix 3B New issue announcement

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.

• See chapter 19 for defined terms.

V:/MATTADV/2725/11717/00250494.DOC

04/03/2013 Legal/48712436_1

Appendix 3B Page 7

Appendix 3B New issue announcement

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: 09/02/2018 (Director/Company secretary) D H Low Print name: ......................................................... == == == == ==

• See chapter 19 for defined terms.

V:/MATTADV/2725/11717/00250494.DOC

04/03/2013

Appendix 3B Page 8

Appendix 3B New issue announcement

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	161,799,446
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	7,500,000 (fully paid ordinary shares issued. Approved under LR 7.4 on 30/05/2017) 119,835,962 (fully paid ordinary shares issued pursuant to a pro rata renounceable rights issue announced 16 May 2017) 49,375,000 (fully paid ordinary shares issued on placement of the shortfall from a pro rata renounceable rights issued announced on 16 May 2017) 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
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	0
“A”	462,454,681
Step 2: Calculate 15% of “A”
“B”	0.15

V:/MATTADV/2725/11717/00250494.DOC

• See chapter 19 for defined terms.

04/03/2013 Legal/48712436_1

Appendix 3B Page 9

Appendix 3B New issue announcement

[Note: this value cannot be changed]

Multiply “A” by 0.15 69,368,202

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number 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

“C”

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

“A” x 0.15

69,368,202

Note: number must be same as shown in Step 2

Subtract “C”

69,368,202

Note: number must be same as shown in Step 3

Total [“A” x 0.15] – “C”

69,368,202

[Note: this is the remaining placement capacity under rule 7.1]

V:/MATTADV/2725/11717/00250494.DOC

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 10

Appendix 3B New issue announcement

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” 462,454,681 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 46,245,468

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number 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” -

• See chapter 19 for defined terms.

V:/MATTADV/2725/11717/00250494.DOC

04/03/2013 Legal/48712436_1

Appendix 3B Page 11

Appendix 3B New issue announcement

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	46,245,468
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	46,245,468 Note: this is the remaining placement capacity under rule 7.1A

V:/MATTADV/2725/11717/00250494.DOC

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 12