ROOLIFE GROUP LTD — Capital/Financing Update 2023

Nov 22, 2023

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23 November 2023

ISSUE OF PERFORMANCE RIGHTS

e-Commerce company RooLife Group Ltd ( ASX:RLG ) (“ RLG ” or “ Company ”) advises that in accordance with its agreement with China-focused e-Commerce company AULife International Pty Ltd and its related entity, Asia Pacific Capital Holdings Pty Ltd, together (“ AULife ”), the Company has completed the issue of a total of 58,000,000 Performance Rights to AULife and its partner Martin Place Equity Partners Pty Ltd (“Martin Place”) as an incentive to maximise sales and performance under the agreement announced on 29 June 2023 and 16 August 2023.

A maximum of 40,000,000 of the Performance Rights will vest and can be converted into fully paid ordinary RLG shares as determined by the value of profit derived from sales revenue directly attributable to AULife within the first 12 months following issue. The effect being that for the achievement of $1,333,320 or more of net profit which is derived from sales revenue directly attributable to AULife, then all 40,000,000 Performance Rights will vest. For lower profit achievement the performance rights will vest proportionately such that for every $33,333 in gross profit delivered, 800,000 Performance Rights will vest.

Additionally, 10,000,000 Performance Rights will vest if, within the first 12 months following issue, the Company’s subsidiary RLG Marketplace Pty Ltd enters into an agreement with a Tier 1 Chinese e-commerce platform, local governments and brands (with AULife facilitating the entry into that arrangement) for a National level online store and at least $50,000 in associated product sales is achieved on that e-commerce platform provider’s platform.

4,000,000 of the Performance Rights will vest if, within the first 12 months after the date of issue, RLG’s market capitalisation is at any time $12m or more for 20 consecutive trading days and 4,000,000 Performance Rights will vest if, within the first 12 months after the date of issue, RLG’s market capitalisation is at any time $20m or more for 20 consecutive trading days.

RooLife Group CEO, Bryan Carr said : “The co-operation with AULife is working well and already delivering results. We look forward to AULife’s contribution towards RLG’s profitability being recognised with the conversion of their Performance Rights to Fully Paid Shares and growing their shareholding in RLG over the next 12 months.

The Performance Rights have have been issued under the Company’s existing 15% placement capacity in accordance with ASX Listing Rule 7.1.

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 Managing Director Ph: +61 8 6444 1702 Email: ir@roolifegroup.com.au

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ENDS

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