ROOLIFE GROUP LTD — Capital/Financing Update 2018

Dec 16, 2018

==> picture [240 x 42] intentionally omitted <==

17 December 2018

NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT 2001

This notice is given by OpenDNA Limited ( Company ) under Section 708A(5)(e) of the Corporations Act 2001 ( Corporations Act ).

The Company hereby confirms that:

• a) On 11 December 2019, the Company issued a total of 60,000,000 new fully paid ordinary shares (“ Shares ”) to sophisticated and professional investors at $0.035 per Share, together with one free attaching option for every two Shares (“ Options ”), with each option having an exercise price of $0.05 per Share and an expiry date of 31 October 2021.

At the same time, 2,636,071 Shares at a deemed value of $0.035 per Share and a further 23.5 million Options have been issued by the Company to settle outstanding amounts due to various creditors, including professional advisors and employees.

• b) The Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

• c) The Company is providing this notice under paragraph 5(e) of section 708A of the Corporations Act;

• d) As at the date of this notice the Company, as a disclosing entity under the Corporations Act has complied with:

• (i) The provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

• (ii) Section 674 of the Corporations Act as it applied to the Company;

• e) The Company advises that it continues to undertake all such necessary tasks to complete the acquisitions of CHOOSE Digital Pty Ltd and RooLife Limited. Upon completion of the acquisitions, Mr Warren Barry will be appointed to the Board of the Company as Executive Director and Head of Sales.

The Company also advises that Mr Jay Shah, the Company’s Managing Director and CEO, has now tendered his resignation effective on completion of the above acquisitions. The Company and Mr Shah are in the process of agreeing upon a period for Mr Shah to effect an orderly handover of the CEO role, with Mr Bryan Carr to step into that position. A further announcement in relation to these matters will be made once they have been finalised.

The management teams of the Company, CHOOSE Digital Pty Ltd and RooLife Limited have continued to run the respective operations in the ordinary course, with meetings held with prospective clients to take up the offerings of each entity. The Company will update the market as and when material contracts have been entered into.

Other than stated above, as at the date of this announcement, there is no excluded information of the type referred to in Sections 708A(7) and 708A(8) of the Corporations Act:

For and on behalf of the directors of

OpenDNA Limited

==> picture [92 x 35] intentionally omitted <==

Peter Torre Company Secretary