SEAFARMS GROUP LIMITED — Capital/Financing Update 2021

Aug 12, 2021

Proposed issue of securities

Update Summary

Entity name
SEAFARMS GROUP LIMITED

Announcement Type
Update to previous announcement

Date of this announcement
13/8/2021

Reason for update to a previous announcement
Updated with final figures for tranche two of the placement, debt conversions and share purchase plan.

Refer to next page for full details of the announcement

Proposed issue of securities
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Proposed issue of securities

Part 1 - Entity and announcement details

1.1 Name of +Entity

SEAFARMS 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

ACN

Registration Number

009317846

1.3 ASX issuer code

SFG

1.4 The announcement is

☑ Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Updated with final figures for tranche two of the placement, debt conversions and share purchase plan.

1.4b Date of previous announcement to this update

25/6/2021

1.5 Date of this announcement

13/8/2021

1.6 The Proposed issue is:

☑ An offer of +securities under a +securities purchase plan
☑ A placement or other type of issue

Proposed issue of securities

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Proposed issue of securities

Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis?
☑ Yes

4A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or actual?	** Approval received/condition met?
+Security holder approval	30/7/2021	☑ Actual	Yes

Comments

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description
SFG : ORDINARY FULLY PAID

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
SFG : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued
if all offers under the +securities purchase plan are accepted
158,486,457

Proposed issue of securities

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Proposed issue of securities

Reason for the update of 'Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted'

Results of the share purchase plan offer.

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)?

No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)?

No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)?

Yes

Is the minimum acceptance unit based or dollar based?

Dollar based ($)

Please enter the minimum acceptance value

$ 1,000

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)?

Yes

Is the maximum acceptance unit based or dollar based?

Dollar based ($)

Please enter the maximum acceptance value

$ 30,000

Describe all the applicable parcels available for this offer in number of securities or dollar value

$1000, $2500, $5000, $7500, $10,000, $15,000, $20,000, $25,000 or $30,000

Offer price details

Has the offer price been determined?

Yes

In what currency will the offer be made?

AUD - Australian Dollar

What is the offer price per +security?

AUD 0.05500

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed?

Yes

Describe the scale back arrangements

Where required by regulatory limits, scale back will be on a pro rata basis according to the shareholders holding.

Proposed issue of securities

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Proposed issue of securities

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

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan
23/6/2021

4C.2 +Record date
22/6/2021

4C.3 Date on which offer documents will be made available to investors
6/7/2021

4C.4 Offer open date
6/7/2021

4C.5 Offer closing date
6/8/2021

4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer
13/8/2021

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements?
☑ No

4D.1a 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?
☑ No

4D.1b 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

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer?
☑ Yes

Proposed issue of securities

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Proposed issue of securities

4E.1a Who is the lead manager/broker?
Bell Potter Securities Limited

4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
Nil

4E.2 Is the proposed offer to be underwritten?
☑ No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?
☑ No

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

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
The proceeds will be applied to fund a portion of the PSD Stage 1a capital works, fundraising costs and operating costs of PSD and the Company's head office as described further in announcements released to ASX on 23 June 2021.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful?
☑ No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer

4F.3 URL on the entity's website where investors can download information about the proposed offer
http://seafarms.com.au/asx-announcements/

4F.4 Any other information the entity wishes to provide about the proposed offer

Proposed issue of securities

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Proposed issue of securities

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?
☑ Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or actual?	** Approval received/condition met?
+Security holder approval	30/7/2021	☑ Actual	Yes

Comments

Part 7B - Issue details

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?
☑ Yes

Details of +securities proposed to be issued

ASX +security code and description
SFG : ORDINARY FULLY PAID

Number of +securities proposed to be issued
1,846,187,690

Reason for the update of 'Number of +securities proposed to be issued'
Number of securities reduced given tranche 1 of the placement has already been completed.

Figures further updated following confirmation of the securities proposed to be issued under tranche 2 of the placement and debt conversions and share purchase plan shortfall placement.

Proposed issue of securities

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Proposed issue of securities

Offer price details

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

In what currency is the cash consideration being paid?
AUD - Australian Dollar

What is the issue price per +security?
AUD 0.05500

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 of the proposed +securities are appropriate and equitable under listing rule 6.1?
☑ No

Will the entity be seeking quotation of the 'new' class of +securities on ASX?
☑ No

ASX +security code	+Security description
New class-code to be confirmed	UNQUOTED OPTIONS

+Security type

Options

Number of +securities proposed to be issued
1,420,831,510

Reason for the update of 'Number of +securities proposed to be issued'
Revised number of options proposed to be issued following close of SPP.

Offer price details

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

Proposed issue of securities

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Proposed issue of securities

Please describe the consideration being provided for the +securities

Free attaching unlisted options issued on a 3 for 5 basis to participants in the placement, SPP and debt conversions. See SFG announcements dated 23 June 2021 for further details.

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 0.0975

Expiry date
13/8/2024

Details of the type of +security that will be issued if the option is exercised
SFG : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised
One fully paid ordinary share (ASX.SFG)

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.
http://seafarms.com.au/asx-announcements/

Part 7C - Timetable

7C.1 Proposed +issue date
13/8/2021

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

Proposed issue of securities

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Proposed issue of securities

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?
114,240,816 shares and 68,544,489 unquoted options pursuant to the placement of the share purchase plan shortfall

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?
☑ Yes

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?
Bell Potter Securities Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
A 1.5% selling fee and a 3.5% management fee (subject to certain exclusions)

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
The proceeds will be applied to fund a portion of the PSD Stage 1a capital works, fundraising costs and operating costs of PSD and the Company's head office as described further in announcements released to ASX on 23 June 2021.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
☑

Proposed issue of securities

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Proposed issue of securities

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)

Proposed issue of securities
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