ROOLIFE GROUP LTD — Capital/Financing Update 2024

Aug 27, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

ROOLIFE GROUP LTD

Announcement Type

New announcement

Date of this announcement

28/8/2024

The Proposed issue is:

A standard pro rata issue (including non-renounceable or renounceable)

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

enounceable)
		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Listed Options	428,839,039
confirmed
RLG	ORDINARY FULLY PAID	794,146,368

Ex date

30/8/2024

+Record date

2/9/2024

Offer closing date

19/9/2024

Issue date

26/9/2024

Refer to next page for full details of the announcement

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Appendix 3B - 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

ABN

Registration Number

14613410398

1.3 ASX issuer code

RLG

1.4 The announcement is

New announcement

1.5 Date of this announcement

28/8/2024

1.6 The Proposed issue is:

A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

• Renounceable

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Appendix 3B - Proposed issue of securities

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? 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 No

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 do not have +CDIs issued over them)

ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities For a given quantity of +securities to be issued held

1 1

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Appendix 3B - Proposed issue of securities

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 794,146,368 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 0.00400

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

The Company may, in its absolute discretion, undertake a scale back so that not more than $3,176,585 is raised under the Offer. Scale back decisions will be made by the Board (in conjunction with the Lead Manager) and are final.

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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX?

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Appendix 3B - Proposed issue of securities

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equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Listed Options

+Security type

Options

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 2 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 428,839,039 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

The Company may, in its absolute discretion, undertake a scale back so that not more than $3,176,585 is raised under the Offer. Scale back decisions will be made by the Board (in conjunction with the Lead Manager) and are final.

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

Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price

AUD 0.0100

Expiry date

26/9/2026

Details of the type of +security that will be issued if the option is exercised

RLG : ORDINARY FULLY PAID

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Appendix 3B - Proposed issue of securities

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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.

Refer to ASX announcement 'Disclosure Document - Rights Issue Prospectus' dated 28 August 2024.

Part 3C - Timetable

3C.1 +Record date

2/9/2024

3C.2 Ex date 30/8/2024

3C.3 Date rights trading commences

30/8/2024

3C.4 Record date

2/9/2024 3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 5/9/2024

3C.6 Offer closing date

19/9/2024

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

16/9/2024

3C.8 Date rights trading ends

12/9/2024

3C.9 Trading in new +securities commences on a deferred settlement basis

13/9/2024 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 26/9/2024 3C.12 Date trading starts on a normal T+2 basis 27/9/2024 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

1/10/2024

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Appendix 3B - Proposed issue of securities

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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?

Mahe Capital Pty Ltd

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

Lead Manager Fee of $60,000, Management Fee equal to 1% of the total amount raised under the offer and 10 Broker Options for every $1 raised under the Offer. The Broker options have the same terms as the New Options offered under the Prospectus.

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Mahe Capital Pty Ltd

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

The Offer is partially underwritten to $1,500,000 or 375,000,000 New Shares and 187,500,000 New Options.

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

Underwriting fee equal to 5% of the Undewritten Amount and a Shortfall Placement Fee equal to 5% of any Shortfall Offer placed by the Lead Manager and Underwriter beyond the Underwritten Amount, including any additional amount that might be placed under the Company¿s placement capacities pursuant to Listing Rule 7.1 and 7.1A

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

Refer to ASX announcement 'Disclosure Document - Rights Issue Prospectus' dated 28 August 2024.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes

3E.2e (i) What is the name of that party?

Mr Terence Leung

3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)?

Non-Executive Director, Mr Terence Leung, has agreed to sub-underwrite the Offer up to $200,000. The Company intends to rely on Exception 2 to Listing Rule 10.11 and will not be seeking shareholder approval in connection with Mr Leung¿s sub-underwriting arrangement.

3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?

Mr Leung will not receive a fee, commission of any other consideration in connection with the sub-underwriting arrangement.

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

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Appendix 3B - Proposed issue of securities

Part 3F - Further Information

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3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

The proceeds of the Offer will be used to continue expansion and reach of its sales platform, drive increased profit margin with sales of higher-margin andhigh-demand products, to repay the outstanding convertible note and for 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

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, Hong Kong, Singapore 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

https://roolifegroup.com.au/

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

3F.9 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: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

Appendix 3B - Proposed issue of securities

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