ROOLIFE GROUP LTD — Interim / Quarterly Report 2022

Apr 27, 2022

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28 April 2022

Quarterly Activities Report and Appendix 4C for the Period Ended 31 March 2022

Quarter Highlights

• Revenue of $4.7m +39% up from corresponding Quarter FY21 (Q3FY21 $3.4m) and +22% from prior Quarter

• YTD Revenue $12.8m represents 133% of full year FY21 Revenue ($9.6m) with 3 months remaining in the financial year

• Cash receipts of $4.8m + 166% up from corresponding Quarter FY21 (Q3FY21 $1.8m)

• RLG Marketplace investment and development culminating in new products and new online stores launching in China and Australia

• Development of TikTok/Douyin Store with official launch subsequent to quarter end. First revenues in Q4 FY22

• Launch of RLG Wine Marketplace - BestWineDeals.com.au. First revenues in Q4 FY22

• RLG operating on 3 of China’s largest online platforms – Tmall Global, Pinduoduo and TikTok/Douyin

• RLG received first sales receipts on Australian wool garment producer Merino & Co during the Quarter

• Strong working capital position to drive future growth with net current assets of $5.0m

• Appointment of Novus Capital Limited to provide Corporate Advisory services

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e-Commerce and digital marketing company RooLife Group Ltd ( ASX: RLG ) (“ RLG ” or the “ Company ”) is pleased to provide shareholders with the Company’s Quarterly Activities Report and Appendix 4C for the Quarter ended 31 March 2022 (the “ Quarter ”).

RLG’s technology platform manages the sale of food, beverages and health and wellbeing products, matching consumer demand with businesses and producers seeking to enter and sell into growth markets connecting global producers and brands directly to consumers.

RLG’s China Marketplace links consumers with brands and facilitates transaction control via its cloudbased operational dashboard with real-time visibility of inventory, consumer purchases and preferences with sales data and other business intelligence, managing sales from order to buyer through direct-toconsumer online store integration.

The Company represents and sells a growing number of quality products and international brands from Australia, New Zealand, USA, Europe, UK and South America, selling online and directly to consumers with the technology and sales infrastructure necessary for products and brands to sell at scale.

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During the Quarter RLG continued delivery of its high growth strategy, growing revenue to $4.7m for the Quarter, an increase of 39% from corresponding Quarter in FY21 (Q3FY21 $3.4m) and a 22% increase from the immediate prior Quarter ($3.85m for December 2021).

The Quarterly result brings the Year-To-Date Revenue to $12.8m which represents 133% of full year revenue achieved for FY21 ($9.6m) with 3 months remaining in the financial year as the company continued its rapid expansion.

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RLG Qrtly Revenue FY19-FY22
$5,000,000
$4,500,000
$4,000,000
$3,500,000
$3,000,000
$2,500,000
Covid-19
$2,000,000
Impact
$1,500,000 Globally
$1,000,000
$500,000
$-
Q1FY19 Q2FY19 Q3FY19 Q4FY19 Q1FY20 Q2FY20 Q3FY20 Q4FY20 Q1FY21 Q2FY21 Q3FY21 Q4FY21 Q1FY22 Q2FY22 Q3FY22
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Strong consistent revenue growth as RLG adds new products and online stores

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The Quarterly and the year-to-date revenue results (+39% up from Q3FY21 and +22% up from prior Quarter and already 33% up on full FY2021) have been achieved despite supply chain delays globally, including in China, which has impacted servicing product demand in market, while demand remains strong and is expected to grow. The Company continues to monitor the Covid-related lock downs currently being experienced in China noting that logistics delays being experienced indicate that expected revenue in Q4 FY22 is likely to be in line with Q3 FY22.

The Company has been investing in the development of its systems to connect health, food and lifestyle products and brands with the world’s fastest growing consumer markets online.

As part of its strategy articulated to the market, RLG has continued to apply focus on its technology, business development, marketing and product selection through FY2022 which has driven the growth in product sales revenue achieved so far this year and has built out and continues to launch additional directto-consumer online stores.

RLG has determined products in demand with consumers and the preferred platforms for engagement with online shoppers, leading to the development and launch of new stores on popular online sales platforms in China including TikTok/Douyin[1] and Pinduoduo[2] in addition to Alibaba’s Tmall environments.

The RLG TikTok Store, which was developed during the quarter and officially launched subsequent to quarter end, is designed to market and sell cross-border international products using short video content, advertisements and live-streaming campaigns to promote products from brands including Dior, Lancôme, Givenchy, Kiehl’s, Estee Lauder, YSL, Clinique, SK-II and Fresh in concert with RLG’s cosmetics partner brands, Colabs, Nuria and others, to Bytedance’s 600 million shopper community in China[1] .

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Douyin/TikTok Store Development & Launch

In Australia, the Company has built and launched its direct-to consumer marketplace launching with wines following the end of the Quarter, with first revenues in Q4 FY22 with more products to follow.

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www.bestwinedeals.com.au

Corporate

The Company was pleased to advise of the appointment of Novus Capital Limited (Novus) during the quarter. Novus will provide corporate advisory services and will work with management and the Board to market and promote RLG to potential investors and new shareholders in Australia and overseas.

As part of the Novus mandate, 20 million Performance Options were issued during the quarter, which will convert to unlisted options following the expiry of 3 months and Novus successfully performing the key elements of the services agreed.

As announced on 15 March 2022, The Company also issued 7.2m fully paid ordinary shares to employees and contractors in recognition of their contribution towards the Company’s 1HY2022 performance and provided in lieu of cash payments. In addition, 14.3m Performance Rights were issued under the Company’s shareholder approved Incentive Performance Rights Plan.

Financial Performance & Cash Items

The Company recorded $4.7m unaudited revenue for the Quarter with cash receipts of $4.82m.

The Company had operating cashflow for the Quarter of ($666k). $119k was applied during the Quarter towards refundable store deposits for new online stores being launched and expected to provide revenue contributions in subsequent reporting periods.

RLG closed the Quarter with cash of $3m plus receivables (net of liabilities) and prepayments to deliver future revenue totalling $1.5m plus inventory, providing RLG a strong working capital position of $5m.

Cash	$3.0m
Receivables(Net of Liabilities)	$1.2m
Inventory	$0.3m
Deposits,Prepayments	$0.5m
Total	$5.0m

The Company continued investment in the expansion of its online assets in China and other markets, which are expected to deliver first sales in the coming Quarter, further expanding the range of products sold and revenue lines.

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Payments for staff costs in the quarter totalled $979k and administration and corporate costs were $188k in the March quarter with continuing investment in its technology platforms and business development designed to broaden sales reach.

Advertising and marketing expenditure was $504k for the Quarter, in support of product sales and new e- commerce store launches.

Attached is the Appendix 4C for Q3 FY2022 including reporting of payments to related parties as disclosed at Item 6 showing payments to Directors for agreed services/fee and salary arrangements split as follows:

Fees paid to Non-Executive Directors were $30,169 and fees paid to Executive Directors during the Quarter totalled $348,400 which included deferred payments related to the prior financial year for the achievement of agreed performance milestones. The Executive Directors voluntarily agreed to defer performance related payments to support the continued growth and target profitability for the company.

Total payments for Staff Costs, including payments to Executive and Non-Executive Directors for the year to date are slightly down from the prior year ($2,466k for 9 months to 31 March 2022 compared to $2,509k for 9 months to 31 March 2021), while the Company has achieved strong sales growth during that period and increased cash receipts from customers to $10.475 million (up from $3.504 million in the corresponding period FY21).

Payments totalling $5,000 were made to Murcia Pestell Hillard Pty Ltd, a company related to Mr. Grant Pestell, for the provision of legal services.

ENDS

1. Source: https://www.bytedance.com/en/

2. Source: www.chinainternetwatch.com/31102/pinduoduo-quarterl

Issued by : RooLife Group Ltd Authorised by: The Board of RooLife Group Ltd

For further information, please visit the RLG website at www.roolifegroup.com.au or contact:

Bryan Carr Peter Nesveda Managing Director Corporate Affairs & International Investor Relations Ph: +61 8 6444 1702 Ph: +61 3 9504 8420 or +61 412 357 375 Email: ir@roolifegroup.com.au Email: peter@intuitiveaustralia.com.au

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Rule 4.7B

Appendix 4C Quarterly cash flow report for entities subject to Listing Rule 4.7B

Name of entity

RooLife Group Limited

ABN 14 613 410 398

Quarter ended (“current quarter”)

31 Mar 2022

Consolidated statement of cash flows	Current quarter $A’000	Year to date (9 months) $A’000
1. Cash flows from operating activities 1.1 Receipts from customers 1.2 Payments for (a) research and development (b) product manufacturing and operating costs (c) advertising and marketing (d) leased assets (e) staff costs (f) administration and corporate costs 1.3 Dividends received (see note 3) 1.4 Interest received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Government grants and tax incentives 1.8 Other (provide details if material) 1.9 Net cash from / (used in) operating activities	4,824 - (3,782) (504) - (979) (188) - 1 - - 30 (68)	10,475 - (9,191) (1,305) - (2,466) (687) - 2 (1) - 21 (242)
	(666)	(3,325)
2. Cash flows from investing activities 2.1 Payments to acquire or for: (a) entities (b) businesses (c) property, plant and equipment (d) investments (e) intellectual property (f) other non-current assets	- - (9) - (19) -	- - (13) - (137) -

ASX Listing Rules Appendix 4C (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

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Appendix 4C Quarterly cash flow report for entities subject to Listing Rule 4.7B

Consolidated statement of cash flows	Consolidated statement of cash flows	Current quarter $A’000	Year to date (9 months) $A’000
2.2 Proceeds from disposal of: (a) entities (b) businesses (c) property, plant and equipment (d) investments (e) intellectual property (f) other non-current assets 2.3 Cash flows from loans to other entities 2.4 Dividends received (see note 3) 2.5 Other (provide details if material) 2.6 Net cash from / (used in) investing activities		- - - - - - - - (119)	- - - - - - - - (43)
		(147)	(193)
3. Cash flows from financing activities 3.1 Proceeds from issues of equity securities (excluding convertible debt securities) 3.2 Proceeds from issue of convertible debt securities 3.3 Proceeds from exercise of options 3.4 Transaction costs related to issues of equity securities or convertible debt securities 3.5 Proceeds from borrowings 3.6 Repayment of borrowings 3.7 Transaction costs related to loans and borrowings 3.8 Dividends paid 3.9 Other (provide details if material) 3.10 Net cash from / (used in) financing activities		- - - (10) - - - - -	2,702 - - (25) - - - - -
		(10)	2,677
4. 4.1 4.2 4.3	Net increase / (decrease) in cash and cash equivalents for the period Cash and cash equivalents at beginning of period Net cash from / (used in) operating activities (item 1.9 above) Net cash from / (used in) investing activities (item 2.6 above)	3,889 (666) (147)	3,815 (3,325) (193)

ASX Listing Rules Appendix 4C (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

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Appendix 4C Quarterly cash flow report for entities subject to Listing Rule 4.7B

Consolidated statement of cash flows	Consolidated statement of cash flows	Current quarter $A’000	Year to date (9 months) $A’000
4.4 4.5 4.6	Net cash from / (used in) financing activities (item 3.10 above) Effect of movement in exchange rates on cash held Cash and cash equivalents at end of period	(10) (92)	2,677 -
		2,974	2,974
5. Reconciliation of cash and cash equivalents at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts		Current quarter $A’000	Previous quarter $A’000
5.1 Bank balances 5.2 Call deposits 5.3 Bank overdrafts 5.4 Other (provide details) 5.5 Cash and cash equivalents at end of quarter (should equal item 4.6 above)		2,974 - - -	3,889 - - -
		2,974	3,889
6. Payments to related parties of the entity and their associates			Current quarter $A'000
6.1 Aggregate amount of payments to related parties and their associates included in item 1 3831 6.2 Aggregate amount of payments to related parties and their associates included in item 2 - Note: if any amounts are shown in items 6.1 or 6.2, your quarterly activity report must include a description of, and an explanation for, such payments.			3831
			-

1 Payments totalling $378,000 were made to directors for fees and superannuation on fees.

Payments totalling $5,000 were made to Murcia Pestell Hillard Pty Ltd, a company related to Mr. Grant Pestell, for the provision of legal services.

ASX Listing Rules Appendix 4C (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

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Appendix 4C Quarterly cash flow report for entities subject to Listing Rule 4.7B

7. 7.1 7.2 7.3 7.4 7.5 7.6	Financing facilities Note: the term “facility’ includes all forms of financing arrangements available to the entity. Add notes as necessary for an understanding of the sources of finance available to the entity. Total facility amount at quarter end $A’000 Amount drawn at quarter end $A’000 Loan facilities - - Credit standby arrangements 50 - Other (please specify) - - Total financing facilities 50 - Unused financing facilities available at quarter end 50 Include in the box below a description of each facility above, including the lender, interest rate, maturity date and whether it is secured or unsecured. If any additional financing facilities have been entered into or are proposed to be entered into after quarter end, include a note providing details of those facilities as well.	Total facility amount at quarter end $A’000	Amount drawn at quarter end $A’000
		-	-
		50	-
		-	-
		50	-
	Business Overdraft Facility of $49,999 with Australia and New Zealand Banking Group Limited (ANZ) at an interest rate of 10.45%. The facility is unsecured and has no fixed maturity date.

8.	Estimated cash available for future operating activities	$A’000
8.1 8.2 8.3 8.4 8.5 8.6	Net cash from / (used in) operating activities (item 1.9) (666) Cash and cash equivalents at quarter end (item 4.6) 2,974 Unused finance facilities available at quarter end (item 7.5) 50 Total available funding (item 8.2 + item 8.3) 3,024 Estimated quarters of funding available (item 8.4 divided by item 8.1) 4.54 Note: if the entity has reported positive net operating cash flows in item 1.9, answer item 8.5 as “N/A”. Otherwise, a figure for the estimated quarters of funding available must be included in item 8.5. If item 8.5 is less than 2 quarters, please provide answers to the following questions: 8.6.1 Does the entity expect that it will continue to have the current level of net operating cash flows for the time being and, if not, why not?	(666) 2,974 50 3,024
	Answer: N/A
	8.6.2 Has the entity taken any steps, or does it propose to take any steps, to raise further cash to fund its operations and, if so, what are those steps and how likely does it believe that they will be successful?
	Answer: N/A
	8.6.3 Does the entity expect to be able to continue its operations and to meet its business objectives and, if so, on what basis?
	Answer: N/A
	Note: where item 8.5 is less than 2 quarters, all of questions 8.6.1, 8.6.2 and 8.6.3 above must be answered.

ASX Listing Rules Appendix 4C (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

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Appendix 4C Quarterly cash flow report for entities subject to Listing Rule 4.7B

Compliance statement

• 1 This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.

• 2 This statement gives a true and fair view of the matters disclosed.

Date: 28 April 2022

Authorised by: The Board of RooLife Group Ltd

Notes

1. This quarterly cash flow report and the accompanying activity report provide a basis for informing the market about the entity’s activities for the past quarter, how they have been financed and the effect this has had on its cash position. An entity that wishes to disclose additional information over and above the minimum required under the Listing Rules is encouraged to do so.

2. If this quarterly cash flow report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 107: Statement of Cash Flows apply to this report. If this quarterly cash flow report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standard applies to this report.

3. Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.

4. If this report has been authorised for release to the market by your board of directors, you can insert here: “By the board”. If it has been authorised for release to the market by a committee of your board of directors, you can insert here: “By the [ name of board committee – eg Audit and Risk Committee ]”. If it has been authorised for release to the market by a disclosure committee, you can insert here: “By the Disclosure Committee”.

5. If this report has been authorised for release to the market by your board of directors and you wish to hold yourself out as complying with recommendation 4.2 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations , the board should have received a declaration from its CEO and CFO that, in their opinion, the financial records of the entity have been properly maintained, that this report complies with the appropriate accounting standards and gives a true and fair view of the cash flows of the entity, and that their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

ASX Listing Rules Appendix 4C (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

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