ROOLIFE GROUP LTD — Capital/Financing Update 2020

Aug 20, 2020

Proposed issue of securities

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Announcement Summary

Entity name

ROOLIFE GROUP LTD

Announcement Type

New announcement

Date of this announcement

Friday August 21, 2020

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
RLGO	OPTION EXPIRING 31-OCT-2021	183,083,944
RLG	ORDINARY FULLY PAID	183,083,944

Ex date

Tuesday September 8, 2020

+Record date

Wednesday September 9, 2020

Offer closing date

Thursday September 24, 2020

Issue date

Thursday October 1, 2020

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
RLGO	OPTION EXPIRING 31-OCT-2021	34,112,992
RLG	ORDINARY FULLY PAID	25,546,595

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Proposed issue of securities

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Proposed +issue date

Thursday August 27, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

ROOLIFE GROUP LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

Registration Number

ABN 14613410398

1.3 ASX issuer code

RLG

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Friday August 21, 2020

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

RLG : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes Yes

Details of +securities proposed to be issued

ASX +security code and description

RLG : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

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Proposed issue of securities
The quantity of additional +securities	For a given quantity of +securities
to be issued	held
1	2
What will be done with fractional	Maximum number of +securities
entitlements?	proposed to be issued (subject to
	rounding)
Fractions rounded up to the next	183,083,944
whole number
Offer price details for retail security holders
In what currency will the offer be	What is the offer price per +security
made?	for the retail offer?
AUD - Australian Dollar	AUD 0.03000
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes
Describe the limits on over-subscription No Limits

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

Scale back on equal proportions

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? Existing class

Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX)

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Details of attaching +securities proposed to be issued

ASX +security code and description

RLGO : OPTION EXPIRING 31-OCT-2021

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 1 1

What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded up to the next whole number 183,083,944

Offer price details for retail security holders

In what currency will the offer be made?

What is the offer price per +security for the retail offer? AUD 0.00000

AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

No Limits

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

Scale back on equal proportions

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Details of company options where holders entitled to participate in the offer

ASX +security code and description

RLGO : OPTION EXPIRING 31-OCT-2021

Date Option must be exercised by

Monday September 7, 2020

Part 3C - Timetable

3C.1 +Record date

Wednesday September 9, 2020

3C.2 Ex date

Tuesday September 8, 2020

3C.4 Record date

Wednesday September 9, 2020

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue Monday September 14, 2020

3C.6 Offer closing date

Thursday September 24, 2020

3C.7 Last day to extend the offer closing date

Monday September 21, 2020

3C.9 Trading in new +securities commences on a deferred settlement basis Friday September 25, 2020

3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors

Tuesday September 29, 2020

3C.11 +Issue date

Thursday October 1, 2020

3C.12 Date trading starts on a normal T+2 basis

Friday October 2, 2020

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3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

Tuesday October 6, 2020

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Sequoia Corporate Finance Pty Ltd

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Sequoia will receive 6% of the value of the Rights Issue and Shortfall Offer. Sequoia will have no entitlement to a payment in respect of securities subscribed for by directors of the company in the Rights Issue and parties known to the Company up to an estimated value of $492,518.

3E.2 Is the proposed offer to be underwritten? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Issue of 1,800,000 Listed Options to Triple C Consulting and 1,000,000 to Red Leaf Securities who are assisting the Company's Lead Broker.

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Acceleration of Growth Initiatives, Expansion and general working capital

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

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3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

All Countries outside of Australia and New Zealand

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

3F.6 URL on the entity's website where investors can download information about the proposed issue

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Monday November 30, 2020	actual?	received/condition met?
		Estimated	No

Comments

Approval of Listed Options to be issued to Sequoia and others expected to take place at the Company's AGM in November 2020

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

RLG : ORDINARY FULLY PAID

Number of +securities proposed to be issued

25,546,595

Offer price details

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Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.03000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? Existing class

Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ASX +security code and description

RLGO : OPTION EXPIRING 31-OCT-2021

Number of +securities proposed to be issued

25,546,595

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Free attaching securities

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

RLGO : OPTION EXPIRING 31-OCT-2021

Number of +securities proposed to be issued

8,566,397

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Part of the fees to Sequoia, Triple C Consulting and Red Leaf Securities

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

Thursday August 27, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

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7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

25,546,595 Shares and 25,546,595 Listed Options

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Sequoia Corporate Finance Pty Ltd

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Sequoia Corporate Finance Pty Ltd is Lead Manager to the Placement, for which it will receive fees totalling 6% of the Placement value and 766,397 RLGO Options

7E.2 Is the proposed issue to be underwritten?

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No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Funds raised from the Placement to accelerate new client acquisition and target sales growth for its China-focused e-Commerce operations.

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7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

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