ROOLIFE GROUP LTD — Share Issue/Capital Change 2020

Mar 9, 2020

Appendix 3G

Notification of issue, conversion or payment up of equity +securities

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.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Questionno	Question	Answer
1.1	*Name of entityWe (the entity here named) give notice of the issue,conversion or payment up of the following unquoted+securities.	RooLife Group Ltd
1.2	*Registration type and numberPlease supply your ABN, ARSN, ARBN, ACN oranother registration type and number (if you supplyanother registration type, please specify both the typeof registration and the registration number).	ABN: 14 613 410 398
1.3	*ASX issuer code	RLG
1.4	*This announcement isTick whichever is applicable.	☐A new announcement☒An update/amendment to a previousannouncement☐A cancellation of a previousannouncement
1.4a	*Reason for updateMandatory only if "Update" ticked in Q1.4 above. Areason must be provided for an update.	Securities now issued
1.4b	*Date of previous announcement to thisupdateMandatory only if "Update" ticked in Q1.4 above.	5 March 2020
1.4c	*Reason for cancellationMandatory only if "Cancellation" ticked in Q1.4 above.	N/A
1.4d	*Date of previous announcement to thiscancellationMandatory only if "Cancellation" ticked in Q1.4 above.	N/A
1.5	*Date of this announcement	10 March 2020

Part 2 – Type of issue

QuestionNo.	Question	Answer
2.1	*The +securities the subject of thisnotification are:Select whichever item is applicable.If you wish to notify ASX of different types of issues ofsecurities, please complete a separate Appendix 3Gfor each type of issue.	☐ +Securities issued as a result of optionsbeing exercised or other +convertible+securities being converted and that arenot to be quoted on ASX☐ Partly paid +securities that have beenfully paid up and that are not to bequoted on ASX☐ +Securities issued under an +employeeincentive scheme that are not beingimmediately quoted on ASX☒ Other[please specify]If you have selected 'other' please provide thecircumstances of the issue here:Issue of Executive Officer Options
2.2a.1	Please state the number and type ofoptions that were exercised or other+convertible securities that were converted(including their ASX security code ifavailable)?Answer this question if your response to Q2.1 is"securities issued as a result of options beingexercised or other convertible securities beingconverted and that are not to be quoted on ASX".	N/A
2.2a.2	And the date the options were exercised orother +convertible securities wereconverted:Answer this question if your response to Q2.1 is"securities issued as a result of options beingexercised or other convertible securities beingconverted and that are not to be quoted on ASX".Note: If this occurred over a range of dates, enter thedate the last of the options was exercised orconvertible securities was converted.	N/A
2.2b.1	Please state the number and type of partlypaid +securities that were fully paid up(including their ASX security code ifavailable)?Answer this question if your response to Q2.1 is"partly paid securities that have been paid up and thatare not to be quoted on ASX".	N/A
2.2b.2	And the date the +securities were fully paidup:Answer this question if your response to Q2.1 is"partly paid securities that have been paid up and thatare not to be quoted on ASX".Note: If this occurred over a range of dates, enter thedate the last of the securities was fully paid up.	N/A

2.2c.1	Please state the number and type of+securities (including their ASX securitycode) issued under an +employeeincentive scheme that are not beingimmediately quoted on ASXAnswer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".		N/A
2.2c.2	*Please attach a document or providedetails of a URL link for a document lodgedwith ASX detailing the terms of the+employee incentive scheme or asummary of the terms.Answer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".		N/A
2.2c.3	*Are any of these +securities being issuedto +key management personnel (KMP) oran +associateAnswer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".		N/A
2.2c.3.a	*Provide details of the recipients and the number of +securities issued to each of them.not being immediately quoted on ASX" and your response to Q2.2c.3 is "Yes". Repeat the detail in the tableinsert the name of the associate in "Name of registered holder".			Answer this question if your response to Q2.1 is "securities issued under an employee incentive scheme that arebelow for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of theKMP or insert "Same" in "Name of registered holder". If the securities are being issued to an associate of a KMP,
	Name of KMP	Name of registered holder		Number of +securities
2.2d.1	*The purpose(s) for which the entity isissuing the +securities is:Answer this question if your response to Q2.1 is"Other".You may select one or more of the items in the list.		☐ To payAdditional details:Incentives	☐ To raise additional working capital☐ To fund the retirement of debtfor the acquisition of an asset[provide details below]☐ To pay for services rendered[provide details below]☒ Other [provide details below]Issued as part of Executive Long Term

2.2d.2	Please provide any further informationneeded to understand the circumstances inwhich you are notifying the issue of these+securities to ASX, including (if applicable)why the issue of the +securities has notbeen previously announced to the marketin an Appendix 3BYou must answer this question if your response toQ2.1 is "Other". If there is no other information toprovide, please answer "Not applicable" or "N/A".	Issue of Executive Officer Options asset out in the Company's Appendix 3Bissued on 5 March 2020
2.3	*The +securities being issued are:Tick whichever is applicable	☐ Additional +securities in an existingunquoted class that is already recordedby ASX ("existing class")
		☒ New +securities in an unquotedclassthat is not yet recorded by ASX ("newclass")

Part 3A – number and type of +securities being issued (existing class)

QuestionNo.	Question	Answer
3A.1	*ASX security code & description
3A.2	*Number of +securities being issued
3A.3a	*Will the +securities being issued rankequally in all respects from their issue datewith the existing issued +securities in thatclass?	Yes or No
3A.3b	*Is the actual date from which the+securities will rank equally (non-rankingend date) known?Answer this question if your response to Q3A.3a is"No".	Yes or No
3A.3c	*Provide the actual non-ranking end dateAnswer this question if your response to Q3A.3a is"No" and your response to Q3A.3b is "Yes".
3A.3d	*Provide the estimated non-ranking endperiodAnswer this question if your response to Q3A.3a is"No" and your response to Q3A.3b is "No".
3A.3e	*Please state the extent to which the+securities do not rank equally:•in relation to the next dividend,distribution or interest payment; or•for any other reasonAnswer this question if your response to Q3A.3a is"No".For example, the securities may not rank at all, or mayrank proportionately based on the percentage of theperiod in question they have been on issue, for thenext dividend, distribution or interest payment; or theymay not be entitled to participate in some other event,such as an entitlement issue.

Answer the questions in this part if your response to Q2.3 is "existing class".

Part 3B – number and type of +securities being issued (new class)

Question No. Question Answer 3B.1 *Security description Executive Officer Options 3B.2 *Security type Select one item from the list that best describes the securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select "ordinary fully or partly paid shares/units" for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either "Convertible debt securities" or "Nonconvertible debt securities". Select "Other" for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued. ☐ Ordinary fully or partly paid shares/units ☒ Options ☐ +Convertible debt securities ☐ Non-convertible +debt securities ☐ Redeemable preference shares/units ☐ Other 3B.3 ISIN code Answer this question if you are an entity incorporated outside Australia and you are issuing a new class of securities other than CDIs. See also the note at the top of this form. N/A 3B.4 *Number of +securities being issued 20,000,000 3B.5a *Will all the +securities issued in this class rank equally in all respects from the issue date? Yes 3B.5b *Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3B.5a is "No". Yes 3B.5c *Provide the actual non-ranking end date Answer this question if your response to Q3B.5a is "No" and your response to Q3B.5b is "Yes". N/A 3B.5d *Provide the estimated non-ranking end period Answer this question if your response to Q3B.5a is "No" and your response to Q3B.5b is "No". N/A 3B.5e *Please state the extent to which the +securities do not rank equally: • in relation to the next dividend, distribution or interest payment; or • for any other reason Answer this question if your response to Q3B.5a is "No". For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, N/A

Answer the questions in this part if your response to Q2.3 is "new class".

such as an entitlement issue.

3B.6	Please attach a document or provide a URLlink for a document lodged with ASX settingout the material terms of the +securitiesbeing issuedYou may cross reference a disclosure document, PDS,information memorandum, investor presentation orother announcement with this information provided ithas been released to the ASX Market AnnouncementsPlatform.	20,000,000 Executive Officer Options expiring 5February 2024 with an exercise price of $0.055subject to the following vesting conditions:-6,000,000: Vesting Condition will be takento have been met if, for any consecutivetrading day period between the date of thegrant of the Executive Officer Options and5February2021,theVWAPoftheCompany's Shares is equal to or greaterthan $0.055 per share.--6,000,000: Vesting Condition will be takento have been met if, for any consecutivetrading day period between the date of thegrant of the Executive Officer Options and5February2022,theVWAPoftheCompany's Shares is equal to or greaterthan $0.08 per share.--8,000,000: Vesting Condition will be takento have been met if, for any consecutivetrading day period between the date of thegrant of the Executive Officer Options and5February2023,theVWAPoftheCompany's Shares is equal to or greaterthan $0.12 per share.-All Executive Officer Options also have atime-based vesting condition of 5 February2023
		All Key terms are set out in the Notice ofMeeting lodged with the ASX on 3February 2020
3B.7	*Have you received confirmation from ASXthat the terms of the +securities areappropriate and equitable under listing rule6.1?Answer this question only if you are an ASX Listing.(ASX Foreign Exempt Listings and ASX Debt Listingsdo not have to answer this question).If your response is "No" and the securities have anyunusual terms, you should approach ASX as soon aspossible for confirmation under listing rule 6.1 that theterms are appropriate and equitable.	No
3B.8a	Ordinary fully or partly paid shares/units detailsAnswer the questions in this section if you selected this security type in your response to Question 3B.2.
	*+Security currencyThis is the currency in which the face amount of anissue is denominated. It will also typically be thecurrency in which distributions are declared.	N/A
	*Will there be CDIs issued over the+securities?	Yes or No

This appendix is not available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or

	*CDI ratio	X:Y
	Answer this question if you answered "Yes" to theprevious question. This is the ratio at which CDIs canbe transmuted into the underlying security (e.g. 4:1means 4 CDIs represent 1 underlying securitywhereas 1:4 means 1 CDI represents 4 underlyingsecurities).
	*Is it a partly paid class of +security?	Yes or No
	*Paid up amount: unpaid amount	X:Y
	Answer this question if answered "Yes" to theprevious question.
	The paid up amount represents the amount ofapplication money and/or calls which have been paidon any security considered 'partly paid'
	The unpaid amount represents the unpaid or yet to becalled amount on any security considered 'partlypaid'.
	The amounts should be provided per the securitycurrency (e.g. if the security currency is AUD, then thepaid up and unpaid amount per security in AUD).
	*Is it a stapled +security?	Yes or No
	This is a security class that comprises a number ofordinary shares and/or ordinary units issued byseparate entities that are stapled together for thepurposes of trading.
3B.8b	Option detailsAnswer the questions in this section if you selected this security type in your response to Question 3B.2.
	*+Security currency	AUD
	This is the currency in which the exercise price ispayable.
	*Exercise price	$0.055
	The price at which each option can be exercised andconvert into the underlying security. If there is noexercise price please answer as $0.00.
	The exercise price should be provided per thesecurity currency (i.e. if the security currency is AUD,the exercise price should be expressed in AUD).
	*Expiry dateThe date on which the options expire or terminate.	5 February 2024
	*Details of the number and type of+security (including its ASX security code ifthe +security is quoted on or recorded byASX) that will be issued if an option isexercised	20,000,000 Fully Paid Ordinary Shares inRLG

3B.8c	Details of non-convertible +debt securities, +convertible debt securities, orredeemable preference shares/unitsAnswer the questions in this section if you selected one of these security types in your response to Question3B.2.Refer to Guidance Note 34 and the "Guide to the Naming Conventions and Security Descriptions for ASX QuotedDebt and Hybrid Securities" for further information on certain terms used in this section
	*Type of +security	☐ Simple corporate bond
	Select one item from the list	☐ Non-convertible note or bond
		☐ Convertible note or bond
		☐ Preference share/unit
		☐ Capital note
		☐ Hybrid security
		☐ Other
	*+Security currencyThis is the currency in which the face value of the
	security is denominated. It will also typically be the
	currency in which interest or distributions are paid.
	Face value
	This is the principal amount of each security.The face value should be provided per the security
	currency (i.e. if security currency is AUD, then theface value per security in AUD).
	*Interest rate type	☐ Fixed rate
	Select one item from the list	☐ Floating rate
	Select the appropriate interest rate type per the termsof the security. Definitions for each type are providedin the Guide to the Naming Conventions and SecurityDescriptions for ASX Quoted Debt and HybridSecurities	☐ Indexed rate
		☐ Variable rate
		☐ Zero coupon/no interest
		☐ Other
	Frequency of coupon/interest payments	☐ Monthly
	per year	☐ Quarterly
	Select one item from the list.	☐ Semi-annual
		☐ Annual
		☐ No coupon/interest payments
		☐ Other
	First interest payment dateA response is not required if you have selected "No
	coupon/interest payments" in response to the
	question above on the frequency of coupon/interestpayments
	Interest rate per annum	% p.a.
	Answer this question if the interest rate type is fixed.
	*Is the interest rate per annum estimatedat this time?	Yes or No
	Answer this question if the interest rate type is fixed.
	If the interest rate per annum is estimated,then what is the date for this information to
	be announced to the market (if known)
	Answer this question if the interest rate type is fixedand your response to the previous question is "Yes".
	Answer "Unknown" if the date is not known at thistime.

or CPI)?or indexed	*Does the interest rate include a referencerate, base rate or market rate (e.g. BBSWAnswer this question if the interest rate type is floating	Yes or No
	*What is the reference rate, base rate ormarket rate?Answer this question if the interest rate type is floatingor indexed and your response to the previousquestion is "Yes".
or indexed.	*Does the interest rate include a marginabove the reference rate, base rate ormarket rate?Answer this question if the interest rate type is floating	Yes or No
	*What is the margin above the referencerate, base rate or market rate (expressedas a percent per annum)Answer this question if the interest rate type is floatingor indexed and your response to the previousquestion is "Yes".	% p.a.
••••	*S128F of the Income Tax Assessment Actstatus applicable to the +securitySelect one item from the listFor financial products which are likely to give rise to apayment to which s128F of the Income TaxAssessment Act applies, ASX requests issuers toconfirm the s128F status of the security:"s128F exempt" means interest payments are nottaxable to non-residents;"Not s128F exempt" means interest payments aretaxable to non-residents;"s128F exemption status unknown" means theissuer is unable to advise the status;"Not applicable" means s128F is not applicable tothis security	☐ s128F exempt☐ Not s128F exempt☐ s128F exemption status unknown☐ Not applicable
date)?	*Is the +security perpetual (i.e. no maturity	Yes or No
	*Maturity dateAnswer this question if the security is not perpetual

This appendix is not available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or

*Select other features applicable to the+securityUp to 4 features can be selected. Further informationis available in the Guide to the Naming Conventionsand Security Descriptions for ASX Quoted Debt andHybrid Securities.	☐ Simple☐ Subordinated☐ Secured☐ Converting☐ Convertible☐ Transformable☐ Exchangeable☐ Cumulative☐ Non-Cumulative☐ Redeemable☐ Extendable☐ Reset☐ Step-Down☐ Step-Up☐ Stapled
*Is there a first trigger date on which a rightof conversion, redemption, call or put canbe exercised (whichever is first)?	☐ None of the aboveYes or No
*If yes, what is the first trigger dateAnswer this question if your response to the previousquestion is "Yes".
Details of the number and type of +security(including its ASX security code if the+security is quoted on ASX) that will beissued if the securities to be quoted areconverted, transformed or exchangedAnswer this question if the security features include"converting", "convertible", "transformable" or"exchangeable".For example, if the security can be converted into1,000 fully paid ordinary shares with ASX securitycode ABC, please insert "1,000 fully paid ordinaryshares (ASX:ABC)".

Part 4 – Issue details

QuestionNo.	Question	Answer
4.1	*Have the +securities been issued yet?	Yes
4.1a	*What was their date of issue?Answer this question if your response to Q4.1 is"Yes".	10 March 2020
4.1b	*What is their proposed date of issue?Answer this question if your response to Q4.1 is "No".	N/A
4.2	*Are the +securities being issued for acash consideration?If the securities are being issued for nil cashconsideration, answer this question "No".	No

4.2a	*In what currency is the cash considerationbeing paidFor example, if the consideration is being paid inAustralian Dollars, state AUD.Answer this question if your response to Q4.2 is"Yes".	N/A
4.2b	*What is the issue price per +securityAnswer this question if your response to Q4.2 is "Yes"and by reference to the issue currency provided inyour response to Q4.2a.Note: you cannot enter a nil amount here. If thesecurities are being issued for nil cash consideration,answer Q4.2 as "No" and complete Q4.2c.	Nil
4.2c	Please describe the consideration beingprovided for the +securitiesAnswer this question if your response to Q4.2 is "No".	Nil
4.3	Any other information the entity wishes toprovide about the issue	No

Part 5 – Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

*ASX security code and description	*Total number of +securities on issue
Class A Performance Shares	1,200,000
Class B Performance Shares	1,200,000
Class C Performance Shares	1,100,000
Options exercisable at $0.35 expiring 30 June 2021.	3,000,000
Options exercisable at $0.40 expiring 30 June 2023.	3,000,000
Options exercisable at $0.30 expiring 11 November2020	2,000,000
Options exercisable at $0.30 expiring 18 January2020	1,800,000
Options exercisable at $0.35 expiring 18 January2021	600,000
Options exercisable at $0.40 expiring 18 January2022.	600,000
Tranche 1 Performance SharesTranche 1 Performance Share Milestone will betaken to have been satisfied upon Choose Digital PtyLtd and RooLife Pty Ltd businesses first achievingaggregate revenue of $1.8 million in a rolling 12-month period (as confirmed by audited financialstatements).	15,238,095
Tranche 2 Performance SharesTranche 2 Performance Share Milestone will betaken to have been satisfied upon Choose Digital PtyLtd and RooLife Pty Ltd businesses first achievingaggregate revenue of $3 million in a rolling 12-monthperiod (as confirmed by audited financial statements).	15,238,096
Executive Officer Options expiring 5 February 2024with an exercise price of $0.055 subject to thefollowing vesting conditions:	20,000,000

-	6,000,000: Vesting Condition will be taken tohave been met if, for any consecutive trading dayperiod between the date of the grant of theExecutive Officer Options and 5 February 2021,the VWAP of the Company's Shares is equal to orgreater than $0.055 per share.
--	6,000,000: Vesting Condition will be taken tohave been met if, for any consecutive trading dayperiod between the date of the grant of theExecutive Officer Options and 5 February 2022,the VWAP of the Company's Shares is equal to orgreater than $0.08 per share.
--	8,000,000: Vesting Condition will be taken tohave been met if, for any consecutive trading dayperiod between the date of the grant of theExecutive Officer Options and 5 February 2023,the VWAP of the Company's Shares is equal to orgreater than $0.12 per share.
-	All Executive Officer Options also have a timebased vesting condition of 5 February 2023

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

• your response to Q2.1 is "+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX"; or
• your response to Q2.1 is "Other"

QuestionNo.	Question	Answer
6.1	*Are the securities being issued underListing Rule 7.2 exception 131 and thereforethe issue does not need any security holderapproval under Listing Rule 7.1?	No
	Answer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".

• (a) in the case of a scheme established before the entity was listed a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or
• (b) the holders of the entity's ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:
  • a summary of the terms of the scheme.

1 Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:

6.2	*Has the entity obtained, or is it obtaining,+security holder approval for the issueunder listing rule 7.1?Answer this question if the response to Q6.1 is "No".	Yes
6.2a	*Date of meeting or proposed meeting toapprove the issue under listing rule 7.1Answer this question if the response to Q6.1 is "No"and the response to Q6.2 is "Yes".	6 March 2020
6.2b	*Are any of the +securities being issuedwithout +security holder approval using theentity's 15% placement capacity underlisting rule 7.1?Answer this question if the response to Q6.1 is "No"and the response to Q6.2 is "No".	No
6.2b.1	*How many +securities are being issuedwithout +security holder approval using theentity's 15% placement capacity underlisting rule 7.1?Answer this question if the response to Q6.1 is "No",the response to Q6.2 is "No" and the response toQ6.2b is "Yes".Please complete and separately send by email to yourASX listings adviser a work sheet in the form ofAnnexure B to Guidance Note 21 confirming the entityhas the available capacity under listing rule 7.1 to issuethat number of securities.	N/A
6.2c	*Are any of the +securities being issuedwithout +security holder approval using theentity's additional 10% placement capacityunder listing rule 7.1A (if applicable)?Answer this question if the response to Q6.1 is "No"and the response to Q6.2 is "No".	No
6.2c.1	*How many +securities are being issuedwithout +security holder approval using theentity's additional 10% placement capacityunder listing rule 7.1A?Answer this question if the response to Q6.1 is "No",the response to Q6.2 is "No" and the response toQ6.2c is "Yes".Please complete and separately send by email to yourASX listings adviser a work sheet in the form ofAnnexure C to Guidance Note 21 confirming the entityhas the available capacity under listing rule 7.1A toissue that number of securities.	N/A

Introduced 01/12/19; amended 31/01/20

• the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;
• the maximum number of +equity securities proposed to be issued under the scheme following the approval; and
• a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).