SEAFARMS GROUP LIMITED — Capital/Financing Update 2017

Jul 6, 2017

seafarms

Our Ref: SFG ASX Announce Listed Options App 3B 7 July 2017 (529)

7 July 2017

ANNOUNCEMENT 529

Market Announcements Office
Australian Securities Exchange
Level 6
20 Bridge Street
SYDNEY NSW 2000

By ASX Online
Number of pages: 13
(including this page)

Application for Listed Options Appendix 3B

Further to the Company’s announcement on 2 June 2017, Seafarms Group Limited (ASX: SFG) (Company) provides the attached Appendix 3B seeking quotation of up to 126,092,585 Options to be issued to those participants in the recent Placement, Shareholders who subscribed for shares in the Share Participation Plan and Avatar Finance which converted debt to shares in the Company.

The issue of the majority of the Options was approved at the Extraordinary General Meeting on 4 July 2017.

Should you have any queries with respect to the Appendix 3B, please do not hesitate to contact me.

Yours faithfully
Seafarms Group Limited

Harley Whitcombe
Director and Company Secretary

Seafarms Group Limited
ABN 50 009 317 846
Level 11, 225 St Georges Terrace
Perth WA 6000 Australia
PO Box 7312 Cloisters Square
Perth WA 6850 Australia
P +61 8 9321 4111
F +61 8 9321 4411
E info@seafarms.com.au
W seafarms.com.au

Seafarms Group Limited is a corporate authorised representative ("CAR") (Number 420078) of CO2 Group Financial Services Pty Ltd (ABN 85143 543 374 4231, 389086). The Group's Authorised Representative numbers are Seafarms Group Limited (CAR # 420078), Carbon Banc Limited (CAR # 420080), CO2 Australia Limited (CAR # 420081).

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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
Seafarms Group Limited

ABN
50 009 317 846

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 to be issued
   Quoted Options.

2. Number of *securities issued or to be issued (if known) or maximum number which may be issued
   126,092,585

3. Principal terms of the securities (e.g. if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)
   Quoted options which have an exercise price of $0.10 and expire on 17 July 2021 (Options), the terms of which are set out in the Company's prospectus dated 5 July 2017 (Prospectus).

4. See chapter 19 for defined terms.

04/03/2013
Appendix 3B Page 1

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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

No.
The Options are a new class of security and rank equally amongst themselves.
Any ordinary shares issued upon the exercise of the Options will be fully paid and will, on issue, rank equally in all respects with the fully paid ordinary shares issued by the Company.
Any Options not exercised before their expiry date will lapse and expire.
The Options are not entitled to participate in dividends, distributions or interest payments.

5 Issue price or consideration
The Options will be issued for nil consideration.

6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
The Options will be issued as free attaching options in connection with the Company's recent capital raising.
Further details of which are set out in the ASX announcement dated 2 June 2017 and Notice of Meeting dated 5 June 2017.

6a Is the entity an eligible entity that has obtained security holder approval under rule 7.1A?
Yes.
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
25 November 2016

6c Number of *securities issued without security holder approval under rule 7.1
5,634,253 Options (to be issued under the Prospectus).

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B
New issue announcement

6d Number of *securities issued with security holder approval under rule 7.1A
Nil

6e Number of *securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
120,833,332 (4 July 2017) (to be issued under the Prospectus).

6f Number of *securities issued under an exception in rule 7.2
Nil

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.
N/A

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
N/A

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
7.1 – 204,895,951
7.1A – 140,353,469

7 *Issue dates
17 July 2017

8 Number and class of all securities quoted on ASX (including the securities in section 2 if applicable)
| Number | Class |
| --- | --- |
| 1,403,534,699 | Ordinary fully paid shares |
| 126,092,585 | Quoted Options |

9 Number and class of all securities not quoted on ASX (including the securities in section 2 if applicable)
| Number | Class |
| --- | --- |
| 30,150,189 | Convertible Preference Shares |

• See chapter 19 for defined terms.

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Appendix 3B Page 3

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Appendix 3B

New issue announcement

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

The Options will not confer rights to any dividends, distributions or interest payments.

Part 2 - Pro rata issue

11 Is security holder approval required?
N/A

12 Is the issue renounceable or non-renounceable?
N/A

13 Ratio in which the *securities will be offered
N/A

14 Class of securities to which the offer relates
N/A

15 *Record date to determine entitlements
N/A

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
N/A

17 Policy for deciding entitlements in relation to fractions
N/A

18 Names of countries in which the entity has security holders who will not be sent new offer documents
N/A

19 Closing date for receipt of acceptances or renunciations
N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B
New issue announcement

20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	N/A
25	If the issue is contingent on security holders’ approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	N/A
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	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A
30	How do security holders sell their entitlements in full through a broker?	N/A
31	How do security holders sell part of their entitlements through a broker and accept for the balance?	N/A

• See chapter 19 for defined terms.
  04/03/2013

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Appendix 3B

New issue announcement

32 How do security holders dispose of their entitlements (except by sale through a broker)?
N/A

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 are equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories
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

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B
New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which quotation is sought
N/A

39 Class of securities for which quotation is sought
N/A

40 Do the securities rank equally in all respects from the issue date with an existing class of quoted securities?
N/A
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
N/A
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)
| Number | Class |
| --- | --- |
| N/A | N/A |

• See chapter 19 for defined terms.
  04/03/2013

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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.

3. The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

4. There is no reason why those +securities should not be granted +quotation.
5. 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.

• 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.

• 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: 7 July 2017
Company secretary

Print name: Harley Whitcombe

• See chapter 19 for defined terms.

Appendix 3B Page 8

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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
Insert number of fully paid ordinary securities on issue 12 months before the issue date or date of agreement to issue	1,028,967,449
Add the 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	• 78,489,713 – 29 August 2016 (ratified by shareholders at the Extraordinary General Meeting held on 28 September 2016) • 43,892,366 – 5 October 2016 (approved by shareholders at the Extraordinary General Meeting held on 28 September 2016) • 133,333,333 – 9 June 2017 (ratified by shareholders at the Extraordinary General Meeting held on 4 June 2017) • 77,185,172 – 30 June 2017 (issued under rule 7.2, exception 15 – security purchase plan) • 41,666,666 – 5 July 2017 (approved by shareholders at the Extraordinary General Meeting held on 4 June 2017)
Subtract the number of fully paid *ordinary securities cancelled during that 12 month period	Nil
“A”	1,403,534,699

• See chapter 19 for defined terms.

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Appendix 3B Page 9

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Appendix 3B

New issue announcement

Step 2: Calculate 15% of “A”
“B”	0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15	210,530,204 (subject to the effects of rounding)
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	• 5,634,253 – 17 July 2017
“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in Step 2	204,895,951
Subtract “C”
Note: number must be same as shown in Step 3	0
Total [“A” x 0.15] – “C”	204,895,951 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

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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”
Note: number must be same as shown in Step 1 of Part 1	1,403,534,699
Step 2: Calculate 10% of “A”
“D”	0.10
Note: this value cannot be changed
Multiply “A” by 0.10	140,353,469 (subject to the effects of rounding)
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”	140,353,469

• See chapter 19 for defined terms.
  04/03/2013
  Appendix 3B Page 11

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Appendix 3B

New issue announcement

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	140,353,469
Subtract “E”
Note: number must be same as shown in Step 3	0
Total [“A” x 0.10] – “E”	140,353,469
Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

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