ROOLIFE GROUP LTD — Share Issue/Capital Change 2017

Jan 17, 2017

Registered Office: Suite 8, 7 The Esplanade, Mt Pleasant,

WA 6153, Australia

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18 January 2017

The Manager Company Announcements Australian Securities Exchange Ltd Level 5, 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

Appendix 3B

Please find attached an Appendix 3B in respect of the issue of 3,000,000 employee options pursuant to the terms and conditions of the Company’s Employee Incentive Option Plan.

OpenDNA Limited

Kevin Hart Company Secretary

www.opendna.ai Registered as: OpenDNA Limited ACN: 613 410 398

1

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

OpenDNA Limited

ABN

14 613 410 398

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to Options be issued 2 Number of[+] securities issued or 3,000,000 to be issued (if known) or maximum number which may be issued 3 Principal terms of the • 1,000,000 vested options exercisable at 30 +securities (e.g. if options, cents each on or before 18 January 2020; exercise price and expiry date; if partly paid +securities, the • 800,000 options vesting on 17 October 2017, exercisable at 30 cents each on or amount outstanding and due dates for payment; if before 18 January 2020; +convertible securities, the • 600,000 options vesting on 30 June 2018, conversion price and dates for exercisable at 35 cents each on or before conversion) 18 January 2021; and • 600,000 options vesting on 30 June 2019, exercisable at 40 cents each on or before 18 January 2022.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally No in all respects from the[+] issue date with an existing[+] class of quoted[+] securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Nil consideration 6 Purpose of the issue Options issued to the Company’s Chief (If issued as consideration for Financial Officer pursuant to his the acquisition of assets, clearly employment agreement and subject to the identify those assets) terms of the OpenDNA Incentive Option Plan. 6a Is the entity an[+] eligible entity No that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder N/a resolution under rule 7.1A was passed 6c Number of[+] securities issued N/a without security holder approval under rule 7.1 6d Number of[+] securities issued N/a with security holder approval under rule 7.1A

• See chapter 19 for defined terms.

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6e Number of[+] securities issued N/a with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued N/a under an exception in rule 7.2 6g If[+] securities issued under rule N/a 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the[+] issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under N/a rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining N/a issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 18 January 2017 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all 47,800,010 Ordinary Fully Paid +securities quoted on ASX (OPN) ( including the +securities in section 2 if applicable)

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	42,482,621 14,800,909 12,400,000# 12,400,000# 10,200,000# 5,450,000# 4,150,000# 4,150,000# 2,000,000# 1,800,000 600,000 600,000	Ordinary fully paid shares escrowed to 16 November 2018 Ordinary fully paid shares escrowed to 9 September 2017 Class A Performance Shares Class B Performance Shares Class C Performance Shares Options exercisable at $0.30 expiring 9 September 2019 Options exercisable at $0.35 expiring 30 June 2021 Options exercisable at $0.40 expiring 30 June 2023 Options exercisable at $0.30 expiring 11 November 2020 Options exercisable at $0.30 expiring 18 January 2020 Options exercisable at $0.35 expiring 18 January 2021 Options exercisable at $0.40 expiring 18 January 2022

~~#~~ Performance shares and options escrowed until 16 November 2018.

10 Dividend policy (in the case of a N/a trust, distribution policy) on the increased capital (interests)

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

11 Is security holder approval N/a required? 12 Is the issue renounceable or nonN/a renounceable? 13 Ratio in which the[+] securities N/a will be offered 14 +Class of +securities to which the N/a offer relates 15 +Record date to determine N/a entitlements 16 Will holdings on different N/a registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements N/a in relation to fractions 18 Names of countries in which the N/a entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of N/a acceptances or renunciations

• See chapter 19 for defined terms.

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20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	N/a
	N/a
	N/a
	N/a
	N/a
	N/a
	N/a
	N/a
	N/a
	N/a
	N/a
	N/a

• See chapter 19 for defined terms.

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• 32 How do security holders dispose N/a of their entitlements (except by sale through a broker)?

• 33 +Issue date

N/a

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional +securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

ntities that have ticked box 34(b)
38 Number of+securities for which +quotation is sought 39 +Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)	N/a
	N/a
	N/a
	N/a
	Number	+Class

• See chapter 19 for defined terms.

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Quotation agreement

1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Company secretary Print name: Kevin Hart

Date: 18 January 2017

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• See chapter 19 for defined terms.

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