Our Ref: SFG ASX Announce App 3B 22 Aug 2017 (535)

22 August 2017

Market Announcements Office Australian Securities Exchange

ANNOUNCEMENT 535

Level 6 By ASX Online

20 Bridge Street Number of pages: 14

SYDNEY NSW 2000 (including this page)

Appendix 3B

Seafarms Group has issued Performance Rights and Options to directors and staff as approved at the 1 February 2016 Annual General Meeting (AGM) and 25 November 2016 AGM. The Company has also issued fully paid shares subsequent to requests to convert Listed Options to Fully Paid Shares.

The attached Appendix 3B is lodged as a consequence of these issues.

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

Appendix 3B New issue announcement Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

  1. Performance rights

  2. Unlisted options

  3. Ordinary fully paid shares

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

  1. 13,500,000 performance rights issued pursuant to the Seafarms Group Limited Employee Incentive Plan as approved by shareholders at the AGMs held on 1 February 2016 and 25 November 2016.

  2. 30,000,000 unlisted options issued pursuant to the Seafarms Group Limited Employee Incentive Plan as approved by shareholders at the AGM held on 25 November 2016.

  3. 49,999 fully paid ordinary shares on exercise of listed options. The listed options were issued pursuant to a prospectus dated 5 July 2017.

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)

  1. Exercise price: Nil, Expiry date: 22 August 2019

  2. Exercise price: $0.10 per option, Expiry date: 22 August 2021

  3. Fully paid ordinary shares

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1

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

  1. The shares issued upon ultimate exercise of the performance rights will rank equally with those on issue.

  2. The shares issued upon ultimate exercise of the unlisted options will rank equally with those on issue.

  3. Yes, the shares rank equally with those on issue.

5

Issue price or consideration

  1. Nil

  2. Nil

  3. $0.10 per share

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

  1. 13,500,000 performance rights issued pursuant to the Seafarms Group Limited Employee Incentive Plan as approved by shareholders at the AGMs held on 1 February 2016 and 25 November 2016.

  2. 30,000,000 unlisted options issued pursuant to the Seafarms Group Limited Employee Incentive Plan as approved by shareholders at the AGM held on 25 November 2016.

  3. 49,999 fully paid ordinary shares issued upon exercise of listed options having an exercise price of $0.10 and expiry date of 17 July 2021. The terms of the listed options are set out in the Company's prospectus dated 5 July 2017.

6a

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

Yes

6b

The date the security holder resolution under rule 7.1A was passed

25 November 2016

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013

Appendix 3B New issue announcement

6c

Number of +securities issued without security holder approval under rule 7.1

Nil

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)

Nil

6f

Number of +securities issued under an exception in rule 7.2

  1. 13,500,000 performance rights

  2. 30,000,000 unlisted options

  3. 49,999 fully paid ordinary shares

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 - 204,903,451

7.1A - 140,358,469

7

+Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

  1. 22 August 2017

  2. 22 August 2017

  3. 22 August 2017

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3

Seafarms Group Limited published this content on 22 August 2017 and is solely responsible for the information contained herein.
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