ROOLIFE GROUP LTD — Capital/Financing Update 2025

Jan 29, 2025

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30 January 2025

Completion of Placement

e-Commerce company RLG Ltd ( ASX:RLG ) (“ RLG ” or “ Company ”) is pleased to announce it has closed its capital raising and has accepted subscriptions under a placement of securities to a small group of sophisticated and professional investors (“Placement”) to raise $900,000 before costs.

Under the Placement, the Company will issue a total of 225,000,000 new fully paid ordinary shares (“Shares”) at $0.004 per Share, together with one free attaching listed option for every two Shares (“Options”), with each Option having an exercise price of $0.01 per share and an expiry date of 26 September 2025.

The Company received strong support and determined to accept all applications, requiring the company to undertake the placement in two tranches, with the second tranche consisting of the issue of Options subject to the approval of shareholders.

The funds raised from the Placement will be used for the development and production of RLG’s own food, health and wellness products to service identified demand for its products, along with the launch and marketing of new stores and sales channels globally focussed on sales of high-margin, high demand products such as RLG’s own food and health brand VORA and key brands from RLG’s portfolio.

The first tranche of the Placement will be completed and the Shares issued this week utilising the Company’s existing placement capacity under ASX Listing Rules 7.1 and 7.1A.

Utilising the Company’s current placement capacity, a total of 179,404,691new fully paid ordinary shares (“Shares”) having an issue price of $0.004 per Share will be issued under ASX Listing Rule 7.1 and 45,595,309 Shares will be issued under ASX Listing Rule 7.1A in tranche 1.

The second tranche of the Placement, which is subject to shareholder approval, comprises 112,500,000 associated Options. The Company will seek shareholder approval of the tranche two Placement Options at a general meeting of shareholders expected to be held in March 2025.

All of the Shares issued will be on the same terms as, and rank equally in all respects with, the existing fully paid ordinary shares in the Company.

Lead Manager and Corporate Advisor

Spark Plus took a strategic position in RLG with an investment of $200,000 as Lead Manager for the Placement. The Company has agreed to issue 11,000,000 Options to the Lead Manager as part of the fees associated with the Placement, which will form part of the tranche two Placement Options for which the Company will seek shareholder approval. Additionally, Spark Plus will receive fees totalling 6% of the Placement amount.

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:

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

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