ROOLIFE GROUP LTD — Capital/Financing Update 2018

Dec 11, 2018

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12 December 2018

Completion of Tranche 2 of Placement and Appendix 3B

Artificial Intelligence company OpenDNA Limited (ASX: OPN) (“ OpenDNA ” or the “ Company ”) is pleased to announce that following shareholder approval obtained at its recent Annual General Meeting (“ AGM ”), it has now completed the second tranche of the placement of securities to sophisticated and professional investors (“ Placement ”), raising a further $2,100,000 before costs.

The second tranche of the Placement has been completed pursuant to shareholder approval obtained on 23 November 2018. A total of 60,000,000 new fully paid ordinary shares (“ Shares ”) having an issue price of $0.035 per Share, together with 30,000,000 free attaching options (on a 1 for 2 basis) having an exercise price of $0.05 and an expiry date of 31 October 2021 (“ Options ”), have been issued.

Triple C Consulting Pty Ltd (“Triple C”) acted as Lead Manager on both the first and second tranche of the Placement, and were successful in procuring full subscriptions under both tranches.

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 pursuant to shareholder approval to settle outstanding amounts due to directors and advisors. Full details were set out in the Company’s Notice of Meeting relevant to its AGM.

All of the Shares issued are on the same terms as, and rank equally in all respects with, the existing fully paid ordinary shares in the Company. An Appendix 3B relating to the issue of the new Shares is attached to this announcement.

The Company is in the process of finalising all the administrative tasks associated with the acquisition of Choose Digital Pty Ltd and RooLife Limited, with completion of the acquisitions and the issue of the consideration expected on or around 14 December 2018.

ENDS

For further information, please visit the OpenDNA website at www.opendna.ai or contact:

Jay Shah Richard Jarvis Chief Executive Officer Chief Financial Officer Ph: +61 8 6444 1702 +61 8 6444 1702 Email: hello@opendna.ai Email: hello@opendna.ai

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Follow OpenDNA on Twitter @OpenDNAOfficial

opendna.ai Unit B9, 1st Floor 431 Roberts Rd Subiaco WA 6008 Registered as: OpenDNA Limited

ACN: 613 410 398

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About OpenDNA Limited

People are not categories. People are individuals.

OpenDNA is an Artificial Intelligence company that enables businesses to better understand their individual users by building detailed psychographic, personality & behavioural maps of those users; giving them the most personalized, relevant and targeted experiences possible. The technology has been proven to improve user engagement and retention, in turn creating the ability for OpenDNA’s customers to increase revenue.

opendna.ai Unit B9, 1st Floor 431 Roberts Rd Subiaco WA 6008 Registered as: OpenDNA Limited ACN: 613 410 398

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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, 01/08/2012

Name of entity

OpenDNA Limited ABN 14 613 410 398

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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (eg, 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)	Fully Paid Ordinary Shares Unlisted Options
	62,636,071 Fully Paid Ordinary Shares 53,500,000 Unlisted Options
	Fully Paid Ordinary Shares Unlisted Options exercisable at $0.05 expiring on 31 October 2021

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the date of allotment 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Yes for Fully Paid Ordinary Shares
	60,000,000 Fully Paid Ordinary Shares issued at $0.035 per share, with 30,000,000 free attaching unlisted options. 2,636,071 Fully Paid Ordinary Shares issued to settle outstanding director fees pursuant to shareholder approval. 23,500,000 Unlisted Options issued to advisors for nil consideration pursuant to shareholder approval.
	Issue of shares to raise $2,100,000 before costs. 2,636,071 Fully Paid Ordinary Shares issued to settle outstanding director fees pursuant to shareholder approval. 23,500,000 Unlisted Options issued to advisors for nil consideration pursuant to shareholder approval.

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

	6a Is the entity an+eligible entity that	6a Is the entity an+eligible entity that	6a Is the entity an+eligible entity that
	has obtained security holder approval				yes
	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		23 November 2018
	passed
	6c Number of+securities issued without
	security holder approval under rule				Nil
	7.1
	6d Number of+securities issued		with		Nil
	security holder approval under rule
	7.1A
6e	Number of+securities issued with security holder approval under rule 7.3, or another specific security		62,636,071 Fully Paid Ordinary Shares 53,500,000 Unlisted Options
	holder approval (specify date of meeting)		Shareholder approval obtained on 23 November 2018
6f	Number of securities issued under an
	exception in rule 7.2		Nil
6g	If securities issued under rule 7.1A,
	was issue price at least 75% of 15		N/A
	day VWAP as calculated under rule
	7.1A.3? Include the issue date and
	both values. Include the source of
	the VWAP calculation.
6h	If securities were issued under rule
	7.1A for non-cash consideration,		N/A
	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		Rule	7.1 – 27,889,817
	– complete Annexure 1 and release to
	ASX Market Announcements		Rule	7,1A - 18,593,212

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

7 Dates of entering+securities into uncertificated holdings or despatch of certificates 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) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	11 December 2018	11 December 2018	11 December 2018
	Number		Class
	185,932,119		Fully Paid Ordinary Shares
	11,200,000 11,200,000 9,100,000 4,500,000 3,000,000 3,000,000 2,000,000 1,800,000 600,000 600,000 600,000 600,000 550,000 60,714,307	Class A Performance Shares Class B Performance Shares Class C Performance Shares Options exercisable at $0.30 expiring 9 September 2019 Options exercisable at $0.35 expiring 30 June 2021. Options exercisable at $0.40 expiring 30 June 2023. Options exercisable at $0.30 expiring 11 November 2020 Options exercisable at $0.30 expiring 18 January 2020 Options exercisable at $0.35 expiring 18 January 2021 Options exercisable at $0.40 expiring 18 January 2022. Class A Performance Shares expiring 8 September 2022 Class B Performance Shares expiring 8 September 2022 Class C Performance Shares expiring 8 September 2022 Unlisted Options exercisable at $0.05 expiring on 31 October 2021
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has +security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on+security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do +security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	N/A
	N/A
	N/A
	N/A

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 (Fully Paid Ordinary Share only) ] (b)[All other securities ]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

35 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

36 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

Entities that have ticked box 34(b)

38 Number of securities for which N/A +quotation is sought 39 Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in all N/A respects from the date of allotment 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 41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class

• See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

42 Number and[+] class of all[+] securities N/A N/A quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

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.

• 3 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.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, 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:12 December 2018

(Company secretary)

Print name: Peter Torre

• See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

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 105,083,541 securities on issue 12 months before date of issue or agreement to issue Add the following: • Number of fully paid ordinary securities Nil issued in that 12 month period under an exception in rule 7.2

• • Number of fully paid ordinary securities 80,848,578

• issued in that 12 month period with shareholder approval

• • Number of partly paid ordinary Nil

• securities that became fully paid in that 12 month period

• 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 ordinary Nil securities cancelled during that 12 month period “A” 185,932,119

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

,

Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	27,889,817
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber 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 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • 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	Nil
“C”	Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	27,889,817
Subtract“C” Note: number must be same as shown in Step 3	-
Total[“A” x 0.15] – “C”	27,889,817 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

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Appendix 3B New issue announcement

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” 185,932,119 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 18,593,212

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” -

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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	18,593,212
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	18,593,212 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

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