The Agency secures $1m from strategic investor

ASX Announcement
15 May 2020                                                                                   ASX Code: AU1

            The Agency secures $1m from strategic investor
The Agency Group Australia (ASX:AU1) (“The Agency” or “the Company”) is pleased to confirm that Peters
Investments Pty Ltd has invested $1 million into the Company to be used as a standby working capital facility,
as required by Macquarie Bank under its debt repayment extension agreement1.

Peters Investments Pty Ltd (“Peters Investments”), an investment company headed by prominent Australian
horse owner-breeder and businessman Bob Peters, has agreed to invest through the subscription of
Convertible Notes (“Notes”) in the Company totalling A$1 million.

In addition, Peters Investments has requested the first right of refusal to replace the Macquarie Bank debt
facility.

Full terms of the Notes are detailed over page.

On the investment from Peters Investment The Agency Group’s Managing Director, Paul Niardone, said:

“To have secured the support of Mr Peters, via his investment vehicle Peters Investments, together with our
recent debt repayment extension, ensures The Agency has the financial support to continue its growth plans.

“Importantly, Peters Investments requested, and we were happy to grant, a first right of refusal to replace
the Macquarie Bank loan on terms and conditions to be reasonably agreed between the parties.”

1
    Refer ASX announcement dated 11 May 2020.

                                          Convertible Note Key Terms
Interest rate:                 9%
Security:                      Second security ranking behind Macquarie Bank
Free attaching Options:        Two (2) million Options exercisable at the lower of 4 cents and a 20% discount
                               to 15 day volume-weighted average trading price of shares (“VWAP”) prior to
                               the date of issue of the Options, on or before 2 years from date of issue.
Term of Converting Loan:       Unless converted to shares (as below) the Notes will be repaid in cash on the
                               earlier of 31 December 2020 or when all amounts owing by the Company to
                               Macquarie Bank have been repaid (“Maturity Date”).
Conversion:                    At the Noteholders election the Notes can be converted into shares in The Agency
                               at the lower of $0.04 per share and a 20% discount to the 15 day VWAP prior to
                               the conversion date, up until the Maturity Date.
Other Conditions:              The Noteholder will have the first right of refusal to replace the Macquarie
                               Bank loan on commercial terms and conditions to be reasonably agreed
                               between the Noteholder and The Agency.
Peters Investments was introduced to the Company by its recently appointed mandated corporate advisor
Canaccord Genuity (Australia) Limited.
Authorised for release by:
Paul Niardone
Managing Director
                                                      ENDS

If you require further information, please contact:

 Investors                                               Media
 The Agency Australia Ltd                                Chapter One Advisors
 Paul Niardone                                           David Tasker / Colin Jacoby
 T: +61 08 9204 7955                                     T: +61 433 112 936 / +61 439 980 359
                                                         E: dtasker@chapteroneadvisors.com.au