Clean Seas Seafood : Appendix 3B - Convertible Note Placement Complete

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

Clean Seas Seafood Limited

ABN

61 094 380 435

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

2

+Class of +securities issued or to	Quoted Convertible Notes (ASX:CSSG)
be issued	(Notes)
Number of +securities issued or
728,934 Notes
to be issued (if known) or
maximum number which may be
issued

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 Convertible Notes

• Issue Price: $1.00 per Note
• Interest Rate: 8% per annum, payable half yearly in arrears
• Maturity Date: 22/11/2022

Noteholders have the right to convert some or all of their Notes to Shares at the end of each quarter before the maturity date.

Notes are issued in accordance with the prospectus dated 15 October 2019 (Prospectus).

+ See chapter 19 for defined terms.

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Appendix 3B Page 1

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

Yes, the Notes rank equally with the Notes already on issue (ASX:CSSG).

Refer to the Prospectus dated 15 October 2019 for further details.

1. Issue price or consideration
2. Purpose of the issue
   (If issued as consideration for the acquisition of assets, clearly identify those assets)

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

6b The date the security holder resolution under rule 7.1A was passed

$1.00 per Note

Completion of the placement of Shortfall pursuant to the Prospectus dated 15 October 2019. Funds raised from the placement of the Shortfall will be directed to investment in working capital and infrastructure projects.

No

Not applicable

6c Number of +securities issued Nil without security holder approval under rule 7.1

+ See chapter 19 for defined terms.

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

6e Number of +securities issued Nil with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

6f

6g

Number of +securities issued under an exception in rule 7.2

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.

728,934 Notes issued under Exception 3 of Listing Rule 7.2

Not applicable

6h	If +securities were issued under	Not applicable
	rule	7.1A	for	non-cash
	consideration,	state	date on
	which valuation of consideration
	was released to ASX Market
	Announcements

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 capacity: 4,233,3241 7.1A capacity: Nil2

1Note that the previous appendix 3B issued on

9th January 2020 included an error relating to conversion of 150,000 Convertible Notes and issue of 220,978 Fully Paid Ordinary Shares. The Company's 7.1 capacity has been corrected in this document.

2Note that the previous Appendix 3B issued on 9th January 2020 disclosed remaining capacity under rule 7.1A. This was incorrect and should have been Nil.

+ See chapter 19 for defined terms.

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Appendix 3B Page 3

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.

14th January 2020, 17th January 2020, 21st January

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
92,600,8431	Fully paid ordinary
	shares
15,279,278	Convertible Notes

1The previous appendix 3B included an error relating to conversion of 150,000 Convertible Notes and issue of 220,978 Fully Paid Ordinary Shares which has been corrected in this document

Number	+Class
992,842	Share	rights	- FY18
	Equity Incentive Plan
620,627	Share	rights	- FY19
	Equity Incentive Plan
518,120	Share	rights	- FY20
	Equity Incentive Plan

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

Interest payable on the Notes at 8.0% per annum is scheduled to be paid in arrears no later than the 30th day following the half- yearly periods ending 30 June and 31 December each year during the

term of the Notes. The final interest period will end on the earlier of the redemption date, the maturity date or the conversion date.

+ See chapter 19 for defined terms.

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Part 2 - Pro rata issue

11 Is security holder approval Not applicable required?

12	Is the issue renounceable or non-	Not applicable
	renounceable?
13	Ratio in which the +securities will
Not applicable
	be offered
14	+Class of +securities to which the
Not applicable
	offer relates
15	+Record date to determine
Not applicable
	entitlements

16 Will holdings on different Not applicable registers (or subregisters) be

aggregated for calculating entitlements?

1. Policy for deciding entitlements in relation to fractions
2. Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

Not applicable

Not applicable

19 Closing date for receipt of Not applicable acceptances or renunciations

20	Names of any underwriters	Not applicable

21	Amount of any underwriting fee	Not applicable
	or commission
22	Names of any brokers to the issue
Not applicable

23	Fee or commission payable to the	Not applicable
	broker to the issue

+ See chapter 19 for defined terms.

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Appendix 3B Page 5

1. Amount of any handling fee Not applicable payable to brokers who lodge
   acceptances or renunciations on behalf of security holders
2. If the issue is contingent on Not applicable security holders' approval, the
   date of the meeting

26	Date entitlement and acceptance	Not applicable
	form and offer documents will be
	sent to persons entitled
27	If the entity has issued options,
Not applicable
	and the terms entitle option
	holders to participate on exercise,
	the date on which notices will be
	sent to option holders

1. Date rights trading will begin (if applicable)
2. Date rights trading will end (if applicable)
3. How do security holders sell their entitlements in full through a broker?

Not applicable

Not applicable

Not applicable

31	How do security holders sell part	Not applicable
	of their entitlements through a
	broker and accept for the
	balance?
32	How do security holders dispose
Not applicable
	of their entitlements (except by
	sale through a broker)?
33	+Issue date
Not applicable

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

+ See chapter 19 for defined terms.

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(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

1. 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
2. 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.

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Entities that have ticked box 34(b)

38	Number of +securities for which	Not applicable
	+quotation is sought

39	+Class of +securities for which
	quotation is sought

1. 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:
2. • 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
3. Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

Not applicable

Not applicable

Not applicable

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Number+Class

N/AN/A

+ See chapter 19 for defined terms.

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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.

• The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those +securities should not be granted +quotation.
• 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.

1. 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.
2. 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: 21/1/2020
	Company Secretary
Print name:	Robert Gratton

+ See chapter 19 for defined terms.

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Appendix 3B Page 9

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	83,498,060
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
• Number of fully paid +ordinary
securities issued in that 12 month
period under an exception in rule 7.2	182,378 Shares issued on conversion of
• Number of fully paid +ordinary	Convertible Notes under Exception 4 of
Listing Rule 7.2. and announced in the
securities issued in that 12 month	Appendix 3B dated 9 January 2020. Note
period with shareholder approval	that this previous Appendix 3B included an
• Number of partly paid +ordinary	error relating to conversion of 150,000
Convertible Notes and issue of 220,978
securities that became fully paid in that	Fully Paid Ordinary Shares which has been
12 month period	corrected in this document.
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
Subtract the number of fully paid	Nil
+ordinary securities cancelled during that
12 month period
"A"	83,680,438

+ See chapter 19 for defined terms.

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Step 2: Calculate 15% of "A"

"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	12,552,065

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	8,241,506 Shares issued to Bonafide
	Wealth Management as announced on 21
• Under rule 7.1A	August 2019 under Listing Rule 7.1
	placement capacity.
• With security holder approval under	77,235 Share Rights issued to
rule 7.1 or rule 7.4
	management employees as part of long
Note:	term remuneration incentives.
• 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
"C"	8,318,741 (8,241,506 + 77,235)
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining
placement capacity under rule 7.1
"A" x 0.15	12,552,065
Note: number must be same as shown in
Step 2
Subtract "C"	8,318,741
Note: number must be same as shown in
Step 3
Total ["A" x 0.15] - "C"	4,233,324 [Note: this is the remaining
	placement capacity under rule 7.1]

+ See chapter 19 for defined terms.

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Appendix 3B Page 11

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

Step 2: Calculate 10% of "A"

"D"0.10

Note: this value cannot be changed

Multiply "A" by 0.10

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"Nil

+ See chapter 19 for defined terms.

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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

Subtract "E"

Nil

Note: number must be same as shown in

Step 3

Total ["A" x 0.10] - "E"

Note: this is the remaining placement capacity under rule 7.1A

+ See chapter 19 for defined terms.

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Appendix 3B Page 13