ROOLIFE GROUP LTD — Capital/Financing Update 2022

Mar 14, 2022

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15 March 2022

Appointment of Corporate Advisory Provider and Proposed Issue of Securities

• RLG appoints Novus Capital Limited to provide Corporate Advisory Services;

• 20m Performance Options to be issued to Novus Capital Limited under the Company’s 15% Placement Capacity;

• 14.3 million Performance Rights to be issued under the Company’s Shareholder Approved

Incentive Performance Rights Plan;

• 7.2 million Fully Paid Ordinary Shares to be issued as staff bonuses under the Company’s 15%

Placement Capacity.

e-Commerce and digital marketing company RooLife Group Ltd ( ASX:RLG ) (“ RLG ” or “ Company ”) is pleased to advise of the appointment of Novus Capital Limited (“ Novus Capital ”) to provide corporate advisory services and to work with the Company to market and promote RLG to potential investors and new shareholders in Australia and overseas (“ Corporate Mandate” ).

On the back of RLG’s strong and consistent revenue performance over the last 8 reporting Quarters, growing sales revenue from $700k in FY19 to $9.1m in FY21 and achieving 1HY2022 revenue of $8.1m , the Company has engaged with Novus Capital to provide services in marketing, communication and promotion of RLG as an investment opportunity.

Under the terms of the Corporate Mandate, Novus Capital will receive monthly fees of $10,000 per month, and will be issued with 20 million Performance Options which convert to unlisted options following the expiry of 3 months and Novus Capital successfully performing the key elements of the services agreed. The unlisted options to be received upon conversion of the Performance Options will be exercisable at $0.05, with a 3-year expiration period. The Performance Options will be issued under the Company’s existing 15% placement capacity in accordance with ASX Listing Rule 7.1.

The Corporate Mandate includes no capital raising provision as the Company maintains a strong balance sheet.

Employee Incentives and Bonus

In alignment with this initiative, the Company wishes to advise of the use of its shareholder-approved Incentive Performance Rights Plan, designed to drive the ongoing alignment of the performance of its employees and contractors for delivery of services, revenue and profitable outcomes to operate in conjunction with the promotion of the Company by Novus Capital.

Under the terms of the Company’s shareholder approved Incentive Performance Rights Plan, the Company will issue 14,327,271 Performance Rights to its employees and contractors. The Performance Rights require the satisfaction of performance criteria based on key performance criteria applicable to each recipient spanning the reporting periods FY2022 to FY2024 as follows:

• 4,827,271 will vest 30 June 2022, subject to achievement of all milestones;

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• 8,500,000 will vest during the financial year ending 30 June 2023 subject to achievement of all milestones;

• 1,000,000 will vest on 30 June 2024 subject to achievement of all milestones.

Concurrently, the Company will issue 7,200,000 fully paid ordinary shares (“Shares”) to employees and contractors in recognition of their contribution towards the Company’s 1HY2022 performance and provided in lieu of cash payments. The Shares will be issued under the Company’s existing 15% placement capacity in accordance with ASX Listing Rule 7.1.

An Appendix 3B detailing each of the security issues outlined in this release will be issued to the ASX concurrent with this release.

About Novus Capital Limited

Novus Capital Limited is an investment and financial services company specialising in Investment Banking, Corporate Advisory and Share Trading Services for Australian corporations, private clients and foreign based companies. For corporate clients, Novus offers a wide range of Investment Banking and Corporate Advisory Services, to both Australian and foreign companies wishing to enter and invest in the Australian market place. Novus has participated in over A$4.0 billion of corporate transactions and provides tailored corporate advice .

ENDS

Issued by : RooLife Group Ltd Authorised by: The Board of RooLife Group Ltd

For further information, please visit the RooLife website at www.roolifegroup.com.au or contact:

Bryan Carr Peter Nesveda Managing Director Corporate Affairs & International Investor Relations Ph: +61 8 6444 1702 Ph: +61 412 357 375 Email: ir@roolifegroup.com.au peter@intuitiveaustralia.com.au

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