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OMG GROUP LIMITED Capital/Financing Update 2020

Aug 30, 2020

65496_rns_2020-08-30_009e40de-5354-4f1a-aba1-59708af680b6.pdf

Capital/Financing Update

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28 August 2020

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FORBIDDEN FOODS PRE-QUOTATION DISCLOSURE

The following information is provided to ASX Limited for release to the market in connection with the admission of Forbidden Foods Limited (ASX: FFF) ( Forbidden Foods or the Company ) to the Official List of ASX and quotation of the Company’s fully paid ordinary shares ( Shares ).

Capitalised terms used but not defined in this announcement have the meanings given to those terms in the replacement prospectus issued by the Company on 21 July 2020 ( Prospectus ).

Issue of Shares

Forbidden Foods successfully completed the issue of 30,000,000 Shares under the Offer and 1,000 Shares under the Cleansing Offer as described in its Prospectus. The Shares were issued at the Offer Price of $0.20 per Share and the Offer raised gross proceeds of $6,000,200.

Forbidden Foods has received cleared funds for all of the Shares issued under the Offer and the Cleansing Offer.

The allocation policy for the Offer is described at sections 7.2 and 7.3.4 of the Prospectus.

The following Shares have been issued as part of the Offer:

  • 458,631 Shares to Non-Executive Directors, on conversion of the Convertible Notes held by the Non-Executive Directors;

  • 14,786,660 Shares on conversion of the Convertible Notes to holders other than the NonExecutive Directors;

  • 1,653,039 Shares to the Lead Manager (or nominees);

  • 1,653,039 Shares to the Corporate Adviser (or nominees);

  • 2,000,000 Options to the Lead Manager (or nominees); and

  • 2,000,000 Options to the Corporate Adviser (or nominees).

Holding statements and refund cheques

CHESS transaction confirmation statements and issuer sponsored holding statements, together with refund cheques, have been despatched to Shareholders.

Securities subject to ASX escrow restrictions

The following Shares are classified as restricted securities and are subject to ASX mandatory restrictions:

Restriction Period Restriction Period Restriction Period Securities Securities Securities
24 months from Listing, expiring 31 August2022 24,755,806
12 months from date of issue of the relevant 3,062,155
Convertible Notes2020 , expiring 13 December
12 months from dConvertible Notes ate of issue of the releva ,expiring29 January202 nt1 987,859

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12 months from date of issue of Shares under 904,454
the Offer,expiring25 August 2021
Total 29,710,274

The following Options are classified as restricted securities and are subject to ASX mandatory escrow restrictions for a period of 24 months from Listing:

Option Exercise Price Number of Options Option Expiry Date Restriction Period
$0.30 1,000,000 36 months fromListing (all) 24 months fromListing (all)
$0.30 500,000
$0.30 2,000,000
$0.30 2,000,000
Total 5,500,000 **N/A ** **N/A **

Securities subject to voluntary escrow restrictions

The following Shares are classified as restricted securities and are subject to voluntary escrow restrictions:

Restriction Period Securities
6 months from Listing, expiring 28 February2021 3,173,835
Total 3,173,835

Other pre-quotation disclosure

The following documents have been provided for release to the market:

  • Appendix 1A and Information Form and Checklist.

  • Prospectus dated 21 July 2021 (which replaced the prospectus dated 14 July 2020).

  • Constitution of Forbidden Foods.

  • Audited accounts of Forbidden Foods Group for the year ending 30 June 2018.

  • Audited accounts of Forbidden Foods Group for the year ending 30 June 2019.

  • Reviewed accounts for the half year ending 31 December 2019.

  • Appendix 4E (preliminary final report) of Forbidden Foods for the year ending 30 June 2020.

  • A copy of the Equity Incentive Plan Rules.

  • A copy of the Terms of Issue of Options to Non-Executive Directors.

  • Corporate Governance Statement in respect of the recommendations set by the ASX Corporate Governance Council.

  • Securities Trading Policy.

  • Distribution Schedule.

  • Top 20 holders’ statement.

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Adam Soffer Company Secretary