FATFISH GROUP LIMITED — Major Shareholding Notification 2021

Sep 27, 2021

DocuSign Envelope ID: 4D2B00A0-D1E1-4B0E-A969-6D741C714C54

604 Page 1 of 3 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Fatfish Group Limited

ACN/ARSN ACN 004 080 460

1. Details of substantial holder (1)

Arena Investors, LP (on behalf of its advisory clients and Name affiliates)

ACN/ARSN (if applicable)

NOT APPLICABLE

There was a change in the interests of the substantial holder on 24 / 09 / 2021 The previous notice was given to the company on 05 / 03 / 2021 The previous notice was dated 08 / 03 / 2021

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Fully paid ordinary shares	79,005,630	8.42%	98,148,487	9.45%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
31/03/2021	Arena Investors, LP (on behalf of its advisory clients and affiliates)	Shares purchased	Approximately AUD 64,000.00 for shares purchased	640,671 fully paid ordinary shares	640,671
01/04/2021	Arena Investors, LP (on behalf of its advisory clients and affiliates)	Shares purchased	Approximately AUD 22,000.00 for shares purchased	223,431 fully paid ordinary shares	223,431
06/04/2021	Arena Investors, LP (on behalf of its advisory clients and affiliates)	Shares purchased	Approximately AUD 68,000.00 for shares purchased	678,405 fully paid ordinary shares	239,029 678,405

DocuSign Envelope ID: 4D2B00A0-D1E1-4B0E-A969-6D741C714C54

604 Page 2 of 3 15 July 2001

06/05/2021 07/05/2021 10/05/2021 11/05/2021 24/09/2021	Arena Investors, LP (on behalf of its advisory clients and affiliates)	Shares purchased Shares purchased Shares purchased Shares purchased Issuance of shares in connection with subscription to Convertible Note Deed	Approximately AUD 2,000.00 for shares purchased Approximately AUD 7,500 for shares purchased Approximately AUD 12,000 for shares purchased Approximately AUD 24,000 for shares purchased No amount payable for the issuance of the shares	21,945 fully paid ordinary shares 75,719 fully paid ordinary shares 120,800 fully paid ordinary shares 239,029 fully paid ordinary shares 17,142,857 newly issued ordinary shares	21,945 75,719 120,800 239,029 17,142,857

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Arena Investors, LP (on behalf of its advisory clients and affiliates)	Arena Investors, LP (on behalf of its advisory clients and affiliates)	Arena Investors, LP (on behalf of its advisory clients and affiliates)	fully paid ordinary shares	fully paid ordinary shares	98,148,487

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
NOT APPLICABLE	NOT APPLICABLE

DocuSign Envelope ID: 4D2B00A0-D1E1-4B0E-A969-6D741C714C54

604 Page 3 of 3 15 July 2001

6. Addresses

The addresses of persons named in this form are as follows:

Name Address Arena Investors, LP (on behalf of its advisory 405 Lexington Ave., FL 59, New York, NY 10174 clients and affiliates)

Signature

print name Lawrence Cutler capacity COO sign here date 27 / 09 / 2021

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.