ROOLIFE GROUP LTD — Capital/Financing Update 2024

Feb 28, 2024

==> picture [596 x 105] intentionally omitted <==

29 February 2024

RLG $1.5m Strategic Placement agreed at 21% Premium

• RLG has agreed with a strategic investment partner in China a placement to raise $1.5m at a 21% premium to RLG’s last closing share price

• New investor to assist with identifying and RLG selecting new sales channels and distribution partners in China for RLG’s product portfolio

• New investment group manufactures and sells premium beverages in China and has strong distribution and commercial supply networks

e-Commerce company RooLife Group Ltd ( ASX:RLG ) (“ RLG ” or “ Company ”) is pleased to advise that it entered into an agreement with a strategic investment partner in China to undertake a placement of 176,470,588 new ordinary shares at an issue price of $0.0085 per share ( Placement Shares ) to investors under sections 708(1), 708(8) and/or 708(11) of the Corporations Act, to raise $1,500,000 ( Placement ) before costs.

The Placement to Guizhou Yuanzhuang Jiangjiu Supply Chain., Ltd Co (“Guizhou Yuanzhuang Jiangjiu”) and its nominees, is at a 21% price premium to the most recent closing share price. Guizhou Yuanzhuang Jiangjiu is a liquor manufacturer, distributor and retailer of a range of products online and offline, with a focus on high-end baijiu products, the traditional alcoholic drink in China and supplies to the premier baijiu brands in China, including one of the world’s leading alcoholic brands.

In addition to taking up investment in RLG, the parties propose to work together to identify and for RLG to appoint further sales channels and distribution partners for RLG’s product portfolio in China, leveraging Guizhou Yuanzhuang Jiangjiu’s supply networks and its sales and distribution commercial relationships.

RooLife Group CEO, Bryan Carr said: “ We are delighted to welcome such a prominent and successful business group to the share register and regard this is as a strong endorsement of RLG and our business operations and achievements in the China market. We plan on immediately commencing to work with the team at Guizhou Yuanzhuang Jiangjiu to identify opportunities for RLG’s products with their retail distribution client base and suppliers to build the value of their investment.

I think that the premium achieved in the placement over the most recent price is reflective of the opportunity our new investment group, who are situated in market in China, see for RLG and its shareholders. We look forward to working with them to identify additional sales channels and supply contracts for our health, wellbeing and food and beverage product range. ”

==> picture [596 x 62] intentionally omitted <==

==> picture [596 x 105] intentionally omitted <==

==> picture [212 x 160] intentionally omitted <==

==> picture [212 x 160] intentionally omitted <==

==> picture [213 x 161] intentionally omitted <==

==> picture [214 x 161] intentionally omitted <==

Guizhou Yuanzhuang Jiangjiu liquor producer and sales distribution business and digital marketing and e-commerce operation in Guiyang, Guizhou.

The placement transaction will be undertaken in two tranches as follows:

• (a) Tranche 1 (payment anticipated to be made on or around 6 March 2024): RooLife will issue 58,823,529 Placement Shares to raise approximately $500,000. The Placement Shares will be issued as soon as practicable following payment being received. RooLife will utilise its existing ASX Listing Rule 7.1 capacity to issue these Placement Shares.

• (b) Tranche 2 (payment anticipated to be made on or around 8 April 2024) : RooLife will issue 117,647,059 Placement Shares on the following basis:

  • (i) 88,235,294 Placement Shares will be issued as soon as practicable following payment being received using RLG’s existing ASX Listing Rule 7.1 and 7.1A capacity, to raise approximately $750,000.

  • (ii) 29,411,765 Placement Shares will be issued subject to RooLife obtaining shareholder approval under ASX Listing Rule 7.1 (anticipated to occur on or around 15 April 2024), to raise approximately $250,000.

The issue price per New Share represents an approximately 21% premium to the last closing price of RooLife ordinary shares prior to this announcement (being $0.007).

==> picture [596 x 62] intentionally omitted <==

Placement Shares issued under the Placement will rank equally with the Company’s existing fully paid ordinary shares from the date of their issue.

RLG has engaged Indian Ocean Securities to manage the transaction and introduce the Company to its client base and new investors in Australia and China.

Indian Ocean Securities will receive fees totalling 6% of the Placement Amount recognising the introduction of Guizhou Yuanzhuang Jiangjiu to RLG and for managing the transaction.

The Company proposes to issue 30,000,000 unlisted options to be exercisable at $0.025 within 2 years of issue to Indian Ocean Securities as part of the fees associated with the Placement, which will form part of the Tranche 2 Placement and for which the Company will seek shareholder approval.

==> picture [229 x 103] intentionally omitted <==

==> picture [215 x 80] intentionally omitted <==

==> picture [228 x 88] intentionally omitted <==

==> picture [240 x 52] intentionally omitted <==

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