Funtastic : Becoming a substantial hol

603 Page 1 of 4 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

ToCompany Name/Scheme	Funtastic Limited
ACN/ARSN	063 886 199

1. Details of substantial holder (1)

Name

Hobby Warehouse Holdings Pty Ltd ACN 118 802 921, Mittoni Holdings Pty Ltd ACN 097 922 944, Louis Mittoni and Gina Georgousis

ACN/ARSN (if applicable) See above

The holder became a substantial holder on 26/11/2020

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary Shares	291,205,818	291,205,818	34.43%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

	Holder of relevant interest		Nature of relevant interest (7)	Class and number of securities
			Registered holder pursuant to a
	Hobby Warehouse Holdings Pty	Share Sale Deed entered into
	Ltd ACN 118 802 921 (in its	between HWH and the Company	212,124,366 fully
	capacity as trustee for Hobby	(amongst others) dated 22	paid ordinary Shares
	Warehouse Trust ABN 37 576	October 2020, a copy of which is
	491 226) (HWH)		attached in this notice in
			Annexure A
			Registered holder pursuant to a
	Mittoni Holdings Pty Ltd ACN	Share Sale Deed entered into	79,081,452 fully
	097 922 944 (in its capacity	between HWH and the Company	paid ordinary
	as trustee for Mittoni Family	dated 22 October 2020, a copy	Shares
	Trust ABN 45 306 721 253)	of which is attached in this
	(MH)		notice in Annexure A
			The sole director and
	Louis John Mittoni		shareholder of HWH and MH	291,205,818 fully
					paid ordinary
					Shares
			Potential beneficiary of the
	Gina Georgousis		Hobby Warehouse Trust and Mittoni	291,205,818 fully
			Family Trust and is the spouse of	paid ordinary
			Louis John Mittoni	Shares
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
	Holder of relevant	Registered holder of	Person entitled to be	Class and number of securities
	interest	securities		registered as holder (8)
	HWH	HWH		HWH	212,124,366 fully paid
		ordinary Shares

603 Page 2 of 4 15 July 2001

MH	MH	MH	79,081,452 fully
paid ordinary
			Shares
Louis John Mittoni	HWH	HWH	212,124,366 fully
paid ordinary
			Shares
Louis John Mittoni	MH	MH	79,081,452 fully
paid ordinary
			Shares
Gina Georgousis	HWH	HWH	212,124,366 fully
paid ordinary
			Shares
Gina Georgousis	MH	MH	79,081,452 fully
paid ordinary
			Shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

	Holder of relevant	Date of acquisition	Consideration (9)	Class and number of securities
	interest
			Cash	Non-cash
				Deemed price of
				$0.112 per
				share, as
				part
				consideration	212,124,366 Ordinary
	HWH	26/11/2020	nil	for the	Shares
				disposal of
				Toys R Us
				Licencee
				Pty Ltd
				pursuant to
				the Share Sale
				Deed Attached
				as Annexure A
				Deemed price of
				$0.112 per
				share, as
			nil	part	79,081,452 Ordinary
	MH	26/11/2020	consideration	Shares
				for the
				disposal of
				Hobby
				Warehouse Pty
				Ltd and
				Mittoni Pty
				Ltd pursuant
				to the Share
				Sale Deed
				Attached as
				Annexure A
	Louis John Mittoni	26/11/2020	Not		291,205,818 fully
	Not applicable	paid ordinary
			applicable
				Shares
	Gina Georgousis	26/11/2020	Not		291,205,818 fully
	Not applicable	paid ordinary
			applicable
				Shares

603 Page 3 of 4 15 July 2001

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Louis John Mittoni	Louis John Mittoni is the sole director and shareholder of
	Hobby Warehouse Holdings Pty Ltd and Mittoni Holdings Pty Ltd.
	Hobby Warehouse Holdings Pty Ltd acts as trustee of Hobby
	Warehouse Trust whose potential beneficiaries include Louis
	John Mittoni and members of his family. Mittoni Holdings Pty
	Ltd acts as trustee of Mittoni Family Trust whose potential
	beneficiaries include Louis John Mittoni and members of his
	family.
Gina Georgousis	Gina Georgousis is a potential beneficiary of the Hobby
	Warehouse Trust and Mittoni Family Trust and is the spouse of
	Louis John Mittoni

7. Addresses

The addresses of persons named in this form are as follows:

	Name	Address
	Hobby Warehouse Holdings
	Pty Ltd ACN 118 802 921	Suite 9, 318-322 Stephensons Road, Mount Waverley, Vic 3149
	(in its capacity as
	trustee for Hobby
	Warehouse Trust)
	Mittoni Holdings Pty Ltd	Suite 9, 318-322 Stephensons Road, Mount Waverley, Vic 3149
	ACN 097 922 944 (in its
	capacity as trustee for
	Mittoni Family Trust)
	Louis John Mittoni	37 Balwyn Road, Canterbury, Vic 3126
	Gina Georgousis	37 Balwyn Road, Canterbury, Vic 3126

Signature

print name	Louis Mittoni	capacity	Director
sign here
	date	30/11/2020

DIRECTIONS

1. If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
2. See the definition of "associate" in section 9 of the Corporations Act 2001.
3. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
4. The voting shares of a company constitute one class unless divided into separate classes.
5. The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
6. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

603 Page 4 of 4 15 July 2001

1. Include details of:
2. 1. any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
   2. any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

1. If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".
2. Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.