Annual Meeting – chair’s address

Goodwood Capital Limited
PO Box 105 745
Auckland 1143
https://goodwoodcapital.co.nz/

Goodwood Capital Limited

Annual Meeting of Shareholders - Chair’s address

28 September 2021

Introduction

During the course of the financial year ended 31 March 2021, the following material
events have occurred.

On 9 October 2020, the Company was removed from liquidation pursuant to an order
of the High Court.

On 24 November 2020 the trading suspension in the Company’s shares that was
imposed when the Company was originally placed into liquidation several years ago,
was lifted.

Mounterowen Limited (“Mounterowen”), a company controlled by me, has continued to
support the Company.

Initially Mounterowen acquired all outstanding liquidation debts of approximately
$250,000 and has agreed to defer the repayment of that debt.

Mounterowen has also made several additional loan advances amounting to
approximately $90,000in aggregate to the Company to assist with costs associated
with the application made to the High Court to terminate the liquidation, liquidators’
costs, accounting, administration costs and ongoing working capital requirements.

When the new Board assumed their roles as directors of the Company, the Company
had no cash reserves, and no assets, other than a cash bond held by NZX. In order to
provide the Company with additional working capital to fund the costs associated with
the Company being listed, the Company undertook a capital raise of $52,669 through
the issue of 2,633,451 new ordinary shares to wholesale investors at an issue price of
2 cents per share. The new shares were issued on 13 November 2020.

In addition, with a view to strengthening the Company’s balance sheet, and to provide
additional working capital which the Company can deploy against the payment of
potential costs to be incurred in advancing an RTO, when a suitable opportunity is
identified, the Company issued the following new ordinary fully paid shares on
15 December 2020:

 6,250,000 new ordinary fully paid shares to wholesale investors, at an issue
price of 2 cents per share, to raise $125,000; and

 6,249,999 new ordinary fully paid shares to Mounterowen, at an issue price of
2 cents per share, which comprised the capitalisation of $124,999 of the loan
advances previously made by Mounterowen to the Company.

Annual Result for the FY ended 31 March 2021

The financial result for the Group for the financial year ended 31 March 2021 is a loss
after taxation of NZD $307,206. $130,610 of this loss relates to an accounting
requirement to reclassify to the profit or loss, the balance in the foreign currency
translation reserve on the wind up of the Company’s Singaporean subsidiary.

Operational costs of $176,596 were largely due to costs associated with the
Company’s removal from liquidation, and accounting and administration costs.

Going Forward
The Board is actively looking to identify a suitable business opportunity to invest in
and/or acquire through a reverse takeover transaction (“RTO”).

The Board continues to investigate all credible investment opportunities that may
present themselves and are hopeful of having a transaction underway in the near
term.

COVID 19 has made progressing an RTO transaction more difficult for several reasons.
Many companies are focused on navigating their way through the various challenges
that COVID 19 presents. This is understandable, but also means that many companies
are not looking at the opportunity to take their business public and look to grow
though the opportunities that the capital markets provide. Instead, they are simply
want to consolidate and make it through this challenging period.

We will keep you advised on any development in respect of the RTO process as they
come to hand.