FATFISH GROUP LIMITED — Capital/Financing Update 2020

Oct 27, 2020

Proposed issue of securities

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Update Summary

Entity name

FATFISH GROUP LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

Wednesday October 28, 2020

Reason for update to a previous announcement

administrative error in relation to amount raised.

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

FATFISH GROUP LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

Registration Number

ABN 88004080460

1.3 ASX issuer code

FFG

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

administrative error in relation to amount raised.

1.4b Date of previous announcement(s) to this update

Monday October 26, 2020

1.5 Date of this announcement

Wednesday October 28, 2020

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes 7A.1a Conditions Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Tuesday December 8, 2020 Estimated No

Comments

Security holder approval would be seeked for options.

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional Yes securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

FFG : ORDINARY FULLY PAID

Number of +securities proposed to be issued

101,666,667

Reason for the update of 'Maximum Number of +securities proposed to be issued'

Additional 1,666,667 shares to be issued for $25,000

Offer price details

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Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.01500

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unlisted options with an exercise price of A$0.03, expiry date of 31 December 2022

+Security type

Options

Number of +securities proposed to be issued

59,833,334

Reason for the update of 'Maximum Number of +securities proposed to be issued'

Additional 833,334 unlisted options to be issued in respect to an additional $25,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Please describe the consideration being provided for the +securities 50,833,334 unlisted options as free attaching options. 9,000,000 unlisted options as broker fees.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.0300

Expiry date Saturday December 31, 2022

Details of the type of +security that will be issued if the option is exercised

FFG : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

59,883,334 fully paid ordinary shares.

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Part 7C - Timetable

7C.1 Proposed +issue date

Thursday October 29, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

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7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

101,666,667 fully paid ordinary shares

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Peak Asset Management and CPS Capital Pty Ltd

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

6% of capital raised.

9,000,000 unlisted options with an exercise price of A$0.03 and expiry date of 31 December 2022.

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Additional working capital and further development of existing tech ventures and expansion into new ventures

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

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7F.2 Any other information the entity wishes to provide about the proposed issue

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