ASX:AU1 · 23 March 2021

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 Tuesday March 23, 2021

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 Unquoted options exercisable at 5 cents 10,000,000

n/a Unquoted Options exercisable at 7.5 cents each 10,000,000

n/a Unquoted options exercisable at 10 cents 10,000,000

Proposed +issue date Monday March 29, 2021

Refer to next page for full details of the announcement

Proposed issue of securities 1/8

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 Tuesday March 23, 2021

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

Proposed issue of securities 2/8

Proposed issue of securities

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 Unquoted options exercisable at 5 cents

+Security type Options

Number of +securities proposed to be issued 10,000,000

Offer price details

Proposed issue of securities 3/8

Proposed issue of securities

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 0.0500 Thursday September 29, 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 10,000,000

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://www2.asx.com.au/markets/trade-our-cash-market/announcements.au1

Details of +securities proposed to be issued

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

Proposed issue of securities 4/8

Proposed issue of securities

ASX +security code +Security description New class-code to be confirmed Unquoted Options exercisable at 7.5 cents each

+Security type Options

Number of +securities proposed to be issued 10,000,000

Offer price details

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 0.0750 Friday September 29, 2023

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 10,000,000

Proposed issue of securities 5/8

Proposed issue of securities

Details of +securities proposed to be issued

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

ASX +security code +Security description New class-code to be confirmed Unquoted options exercisable at 10 cents

+Security type Options

Number of +securities proposed to be issued 10,000,000

Offer price details

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 0.1000 Sunday September 29, 2024

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 10,000,000

Proposed issue of securities 6/8

Proposed issue of securities

Part 7C – Timetable

7C.1 Proposed +issue date Monday March 29, 2021

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

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? 30,000,000

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

Proposed issue of securities 7/8

Proposed issue of securities

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 In connection to an employment agreement between the Company and Mr Geoff Lucas in which he will be appointed CEO of the Company. The options to be issued are in accordance with the employment terms and conditions.

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 Refer to the ASX announcement dated 23 March 2021 titled ‘The Agency Group appoints Geoff Lucas as Group CEO’.

Proposed issue of securities 8/8