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
     Friday May 15, 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

      AU1                            ORDINARY FULLY PAID                                    25,000,000

     Proposed +issue date
     Thursday December 31, 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
     Friday May 15, 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)?
         Existing class

Details of +securities proposed to be issued

      ASX +Security Code and Description
      AU1 : ORDINARY FULLY PAID

      Maximum Number of +securities
      proposed to be issued
      25,000,000

      Purpose of the issue
       Standby working capital facility through the subscription of Convertible Notes

      Offer price details for retail security holders

      In what currency is the cash              What is the issue price per
      consideration being paid?                 +security?
      AUD - Australian Dollar                   AUD 0.04000

      Will these +securities rank equally in all respects from their issue date with
      the existing issued +securities in that class?
        Yes

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      Oversubscription & Scale back details

      May a scale back be applied to this event?
        No

Part 7C - Timetable

     7C.1 Proposed +issue date
     Thursday December 31, 2020

Part 7D - Listing Rule requirements

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

     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?
      25,000,000

     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 10.11.1 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

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     7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
      Convertible Note Interets of 9% and 2M unquoted options exercisable at the lower of 4cents or a 20% discount to a 15
      day VWAP whichever is lower, on or before 2 years from issue date

Part 7F - Further Information

     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
      The proposed issue of ordinary fully paid shares relates to the convertible note for $1M from Peters Investments as
      announced to ASX 15 May 2020. Conversion of the Convertible Note is at the election of the Noteholder to be issued at
      the lower of $0.04cents per share or a 20% discount to the 15 VWAP whichever is lower, up until maturity date.

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