Proposed issue of Securities - AU1

Proposed issue of securities

Announcement Summary

     Entity name
     THE AGENCY GROUP AUSTRALIA LTD

     Announcement Type
     New announcement

     Date of this announcement
     Monday September 21, 2020

     The Proposed issue is:
       A placement or other type of issue

     Total number of +securities proposed to be issued for a placement or other type of issue

                                                                                                   Maximum Number of
      ASX +security code             +Security description                                         +securities to be issued

      n/a                            Exercisable at the lower of $0.04 or a 20% discount to a 15   2,000,000
                                     day VWAP whichever is lower exp 25/05/22

     Proposed +issue date
     Monday September 21, 2020

     Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

     1.1 Name of +Entity
     THE AGENCY GROUP AUSTRALIA LTD

     We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees
     to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in
     Appendix 3B of the ASX Listing Rules.

     1.2 Registered Number Type                                     Registration Number
     ACN                                                            118913232

     1.3 ASX issuer code
     AU1

     1.4 The announcement is
        New announcement

     1.5 Date of this announcement
     Monday September 21, 2020

     1.6 The Proposed issue is:
        A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

      7A.1 - Are any of the following approvals required for the placement or other type of issue?
         +Security holder approval
         Court approval
         Lodgement of court order with +ASIC
         ACCC approval
         FIRB approval
         Another approval/condition external to the entity
        No

Part 7B - Issue details

      Is the proposed security a 'New           Will the proposed issue of this
      class' (+securities in a class that is    +security include an offer of
      not yet quoted or recorded by ASX)        attaching +securities?
      or an 'Existing class' (additional           No
      securities in a class that is already
      quoted or recorded by ASX)?
         New class

Details of +securities proposed to be issued

      ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

      Have you received confirmation from Will the entity be seeking quotation
      ASX that the terms of the proposed  of the 'new' class of +securities on
      +securities are appropriate and     ASX?
      equitable under listing rule 6.1?      No
        No

      ASX +security code                        +Security description
       New class-code to be confirmed            Exercisable at the lower of $0.04 or a 20% discount to a 15 day VWAP
                                                 whichever is lower exp 25/05/22

      +Security type
      Options

      Number of +securities proposed to be issued
      2,000,000

      Offer price details

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      Are the +securities proposed to be issued being issued for a cash consideration?
        No

      Please describe the consideration being provided for the +securities
       Nil

      Please provide an estimate of the AUD equivalent of the consideration being
      provided for the +securities

      Will all the +securities issued in this class rank equally in all respects from
      their issue date?
        Yes

Options details

      +Security currency                       Exercise price                           Expiry date
      AUD - Australian Dollar                  AUD 0.0400                               Wednesday May 25, 2022

      Details of the type of +security that will be issued if the option is exercised
      AU1 : ORDINARY FULLY PAID

      Number of securities that will be issued if the option is exercised
       2000000

      Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
      proposed to be issued or provide the information by separate announcement.
       https://www.asx.com.au/asxpdf/20200515/pdf/44hw1y1bz9fyqf.pdf

Part 7C - Timetable

     7C.1 Proposed +issue date
     Monday September 21, 2020

Part 7D - Listing Rule requirements

     7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
       No

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     7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15%
     placement capacity under listing rule 7.1?
       Yes

     7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15%
     placement capacity under listing rule 7.1?
      2,000,000

     7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's
     additional 10% placement capacity under listing rule 7.1A (if applicable)?
       No

     7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
       No

     7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
       No

     7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
       No

Part 7E - Fees and expenses

     7E.1 Will there be a lead manager or broker to the proposed issue?
       No

     7E.2 Is the proposed issue to be underwritten?
       No

     7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

     7F.01 The purpose(s) for which the entity is issuing the securities
      Represents free attaching options relating to the convertible note of $1M from Peters Investments as announcement to
      ASX 15 May 2020.

     7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
       No

     7F.2 Any other information the entity wishes to provide about the proposed issue

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