ROOLIFE GROUP LTD — Capital/Financing Update 2023

Oct 2, 2023

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

ROOLIFE GROUP LTD

Date of this announcement

Tuesday October 03, 2023

The +securities the subject of this notification are: Other

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	Unlisted Convertible Debt Security	40,000,000	02/10/2023
to be confirmed
New class - code	Unlisted Convertible Debt Security	8,000,000	02/10/2023
to be confirmed

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

ROOLIFE GROUP LTD

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

14613410398

1.3 ASX issuer code

RLG

1.4 The announcement is

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New announcement

1.5 Date of this announcement

3/10/2023

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Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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Other

Please specify

Please refer to Appendix 3B dated 28 September 2023.

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

New +securities ASX +security code +Security description New class - code to be confirmed Unlisted Convertible Debt Security +Security type ISIN code +Convertible debt securities Date the +securities the subject of this notification were issued 2/10/2023 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Yes Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

https://announcements.asx.com.au/asxpdf/20230928/pdf/05vdcz98cbqfj4.pdf

+Convertible debt securities Details

Type of +security Convertible note or bond +Security currency Face value Interest rate type AUD - Australian Dollar AUD 1,000,000.00000000 Fixed rate Frequency of coupon/interest payments per year First interest payment date Quarterly 5/1/2024 Interest rate per annum Is the interest rate per annum estimated at this time? No 8.00 %

s128F of the Income Tax Assessment Act status applicable to the +security

s128F exemption status unknown

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Is the +security perpetual (i.e. no maturity)? Maturity date No 28/10/2024 Select other feature(s) applicable to the +security Secured Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? No

Details of the existing class of +security that will be issued if the securities are converted, transformed or exchanged Other

Description

RLG Ordinary Fully Paid Shares

Any other information the entity wishes to provide about the +securities the subject of this notification Not applicable

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Not applicable

Issue details

Number of +securities

40,000,000

Were the +securities issued for a cash consideration?

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Yes

In what currency was the cash consideration being What was the issue price per +security? paid? AUD - Australian Dollar AUD 0.02500000

Purpose of the issue

To raise additional working capital

New +securities

ASX +security code

New class - code to be confirmed

+Security description Unlisted Convertible Debt Security

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+Security type

ISIN code

+Convertible debt securities

Date the +securities the subject of this notification were issued

2/10/2023

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Yes

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. https://announcements.asx.com.au/asxpdf/20230714/pdf/05rms4q2fnrbfj.pdf

+Convertible debt securities Details

Type of +security
Convertible note or bond
+Security currency	Face value	Interest rate type
AUD - Australian Dollar	AUD 200,000.00000000	Fixed rate
Frequency of coupon/interest payments per year		First interest payment date
Quarterly		5/10/2023
Interest rate per annum	Is the interest rate per annum estimated at this time?
8.00 %	No
s128F of the Income Tax Assessment Act status applicable to the +security
s128F exemption status unknown
Is the +security perpetual (i.e. no maturity)?		Maturity date
No		14/8/2024
Select other feature(s) applicable to the +security
Secured
Is there a first trigger date on which a right of conversion, redemption, call
or put can be exercised (whichever	is first)?
No
Details of the existing class of +security that will be issued if the securities are converted, transformed or
exchanged
Other

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Description

RLG Ordinary Fully Paid Shares

Any other information the entity wishes to provide about the +securities the subject of this notification

Not applicable

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Not applicable

Issue details

Number of +securities

8,000,000

Were the +securities issued for a cash consideration?

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Yes

In what currency was the cash consideration being What was the issue price per +security? paid? AUD - Australian Dollar AUD 0.02500000

Purpose of the issue

To raise additional working capital

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
RLG : ORDINARY FULLY PAID	720,558,133

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
RLGAG : PERFORMANCE RIGHTS	74,500,001
RLGAC : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	4,807,692
New class - code to be confirmed : Unlisted Convertible Debt Security	40,000,000
New class - code to be confirmed : Unlisted Convertible Debt Security	8,000,000

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

44,058,270

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

5.2c.1 How many +securities are being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

3,941,280

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