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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Proposed issue of securities

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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