FATFISH GROUP LIMITED — Capital/Financing Update 2021

Aug 18, 2021

Proposed issue of securities

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Announcement Summary

Entity name

FATFISH GROUP LIMITED

Announcement Type

New announcement

Date of this announcement

19/8/2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Convertible Notes	8,000,000
confirmed
FFG	ORDINARY FULLY PAID	17,142,857

Proposed +issue date 25/8/2021

Refer to next page for full details of the announcement

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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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

88004080460

1.3 ASX issuer code

FFG

1.4 The announcement is

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New announcement

1.5 Date of this announcement

19/8/2021

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 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

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	No
securities in a class that is already
quoted or recorded by ASX)?
New class

Details of +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 of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Convertible Notes No No	Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Convertible Notes No No
New class-code to be confirmed	Convertible Notes

+Security type

+Convertible debt securities

Number of +securities proposed to be issued

8,000,000

Offer price details

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

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In what currency is the cash	What is the issue price per
consideration being paid?	+security?
AUD - Australian Dollar	AUD 1.00000

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

+Convertible debt securities details

These securities are:	Type of security
Convertible	Convertible note or bond
+Security currency	Face value
AUD - Australian Dollar	AUD 1.0000
Interest rate type
Fixed rate
Frequency of coupon/interest	First interest payment date
payments per year
Semi-annual
	31/12/2021
Interest rate per annum	Is the interest rate per annum
1.00000 %	estimated at this time? No
s128F of the Income Tax Assessment
Act status applicable to the +security
Not applicable
Is the +security perpetual (ie. no	Maturity date
maturity date)? No	25/8/2022
Select other features applicable to
the +security
Extendable
Redeemable
Is there a first trigger date on which a
right of conversion, redemption, call
or put can be exercised (whichever is
first)?
No

Details of the type of +security that will be issued if the securities are converted, transformed or exchanged

FFG : ORDINARY FULLY PAID

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Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest) 114,285,714

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.

Please refer to Company's announcement lodged together with Appendix 3B.

Is the proposed 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)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

FFG : ORDINARY FULLY PAID

Number of +securities proposed to be issued

17,142,857

Offer price details

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

Please describe the consideration being provided for the +securities

Consideration for entry into the Unsecured Convertible Note

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

1,011,429.000000

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

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Part 7C - Timetable

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7C.1 Proposed +issue date

25/8/2021

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

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?

(a) 8,000,000 convertible notes that can be converted into 114,285,714 fully paid ordinary shares. (b) 17,142,857 entry consideration 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? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

17,142,857 entry consideration shares will be subjected to a voluntary moratorium for 6 months from the date of issue.

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

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

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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

Expansion of the Company's Buy-Now-Pay-Later and other fintech businesses in Southeast Asia.

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

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

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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