ASX Update - Financial Position and Related Matters

ASX Release
11 February 2021

                           ASX Update: Financial Position and Related Matters
The Agency Group Australia Ltd (ASX:AU1) (“The Agency” or “the Company”) is pleased to advise
that following receipt and review of a formal submission by the Company, the ASX has confirmed the
Company has met all requirements pursuant to Listing Rule 12.2.

This announcement is intended to lift the suspension on the Company’s securities.

Update on Financial Position

As demonstrated in the Company’s Half Year 2021 (“HY21”) Update and Appendix 4C (released to
ASX on 22 January 2021), The Agency has reported the following:

•       The Company has an unaudited EBITDA of A$1.6 million for HY21 and $883,000 for the
        December 2020 quarter (excluding any government incentives).
•       The Company has positive operational cash flow of $1.5 million for HY21.
•       For HY21, the combined total Group revenue was $29 million, up 15% on the previous
        corresponding period ($25.2 million for Half Year 2020).
•       The Company recorded a quarterly combined GCI of $21.5 million for the December 2020 quarter
        and $38.1 million for HY21.
•       The Agency has a strong sales pipeline with 1,209 listings for the December 2020 quarter.
•       The Company has cash and cash equivalents as at 31 December 2020 of $5.5 million.

Post release of the Appendix 4C the Company finalised a new funding package 1 that consisted of:

•       $5 million in Convertible Notes issued to private investment company Peters Investments Pty
        Ltd”), the private investment vehicle of Mr Bob Peters (taking total value of Convertible Notes held
        to $6 million).
•       An extended $5 million Macquarie Bank Limited primary secured debt facility (see updated terms
        overleaf).

The Company applied $3.715 million of the funds received for the issue of the Convertible Notes
towards reducing its finance facility with Macquarie Bank Limited to $5 million. In Addition, the
Company repaid a loan of $0.75 million provided by Kalonda Pty Ltd as trustee for the Leibowitz
Superannuation Fund.

On 28 January 2021 Peters Investments Pty Ltd exercised 14 million Options and converted $3.121
million worth of Convertible Notes (and associated interest) to equity 2. The exercise of Options saw
$391,656 cash received by The Agency.

Peters Investments Pty Ltd holds an interest in The Agency Group Australia Ltd of 30.24%
(129,621,485 fully paid ordinary shares).

1
    Refer ASX announcement dated 5 January 2021
2
    Refer ASX announcement dated 28 January 2021

Summary of key terms and conditions of Macquarie Bank Limited Loan Agreement

Further to the Company’s announcement dated 6 January 2021, the Company advises that the key
terms of its loan agreement with Macquarie Bank Limited (“Macquarie Bank”) (as amended at the
beginning of January 2021) (“Loan Agreement”) are as follows:

 Loan Amount                     $5 million
 Term                            2 years from 4 January 2021
 Interest Rate                   8.55%
 Repayment Date                  On or before 4 January 2023
 Covenants by the Company        The Company has covenanted to Macquarie Bank that:
                                 • It will maintain a loan to value ratio (“LVR”) based on the value
                                      of the Company’s property management book (on agreed
                                      multiples applied by Macquarie Bank) as a percentage to the
                                      Company’s secured debt position.
                                 • It will provide monthly reporting to Macquarie Bank in
                                      accordance with the terms of the Loan Agreement.
                                 • It will provide a compliance certificate to Macquarie Bank each
                                      month to confirm that the Company has complied with the
                                      covenants set out above and that no event of default exists in
                                      relation to the Company.
 Termination        /    default It is an event of default under the Loan Agreement if the total
 provisions                      number of sales agents employed by the Company’s wholly owned
                                 subsidiary, Top Level Real Estate Pty Ltd, is less than, or falls to
                                 less than 59. The Loan Agreement otherwise contains default and
                                 termination provisions considered standard for a bank facility of
                                 this nature.

The Agency is comfortably meeting the above covenants with approximately 300 Agents and its LVR
obligations.

This announcement is released with the approval of the Board of The Agency Group Australia Ltd.

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