ROOLIFE GROUP LTD — Capital/Financing Update 2023

Aug 15, 2023

Proposed issue of securities

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Update Summary

Entity name

ROOLIFE GROUP LTD

Announcement Type

Update to previous announcement

Date of this announcement

16/8/2023

Reason for update to a previous announcement

As noted in the announcement headed RLG AuLife Sales Channel Update, dated 16 August 2023, in consultation between the parties the aggregate number of performance rights to be issued has been revised from 60,000,000 to 58,000,000

Refer to next page for full details of the announcement

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Proposed issue of 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 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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type Registration Number ABN 14613410398

1.3 ASX issuer code

RLG

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

As noted in the announcement headed RLG AuLife Sales Channel Update, dated 16 August 2023, in consultation between the parties the aggregate number of performance rights to be issued has been revised from 60,000,000 to 58,000,000

1.4b Date of previous announcement to this update

29/6/2023

1.5 Date of this announcement

16/8/2023

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? Other (please specify in 16/11/2023 comment section) Estimated No

Comments

As noted in the announcement made on 16 August 2023, the parties have agreed that these performance rights will be issued as soon as practicable following RLG Marketplace formalising its first business plan and in any event within three months.

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)? New class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

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

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? No

Will the entity be seeking quotation of the 'new' class of +securities on ASX? Yes

ASX +security code

New class-code to be confirmed

+Security description Performance Rights

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+Security type

Performance options/rights

Number of +securities proposed to be issued
60,000,000
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
To be issued for services rendered as part of the operating agreement to be executed
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
420,000.000000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Performance options/rights details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.0000	31/7/2025
Details of the type of +security that will be issued if the option is exercised
RLGAG : PERFORMANCE RIGHTS
Number of securities that will be issued if the option is exercised
One fully paid ordinary share (ASX:RLG)
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
See ASX Announcement made on 29 June 2023

Part 7C - Timetable

7C.1 Proposed +issue date

16/11/2023

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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

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?

58,000,000

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? No

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

Issued as incentives under binding agreement with cross border e-Commerce company AULife International

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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

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:

Not applicable - the entity has arrangements in place with the holder that ensure the securities cannot be on-sold within 12 months in a manner that would breach section 707(3) or 1012C(6)

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