Capital Change Notice

Capital Change Notice



Section 1: Issuer information
Name of issuer Pacific Edge Limited (Pacific Edge)
NZX ticker code PEB
Class of financial product Options to acquire ordinary shares
ISIN (If unknown, check on NZX website) NZPEBE0002S1
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed
3,000,000 options to acquire ordinary
shares, vesting in five equal tranches
on each of the first five anniversaries of
17 January 2022 as follows:
• Year 1 - 600,000 options (Year 1
Shares)
• Year 2 - 600,000 options (Year 2
Shares)
• Year 3 - 600,000 options (Year 3
Shares)
• Year 4 - 600,000 options (Year 4
Shares)
• Year 5 - 600,000 options (Year 5
Shares)
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security Options are issued for nil consideration.
Exercise price of:
• NZD$1.15 per share for the Year 1
Shares; and
• NZD$1.25 per share for the Year 2
– Year 5 Shares,
payable on exercise of the underlying
Options.
Nature of the payment (for example, cash or other
consideration)
To exercise any of the Options, cash
consideration of:
• NZD$1.15 per share for the Year 1
Shares; and
• NZD$1.25 for the Year 2 – Year 5
Shares,
is payable on the exercise of the
Options (Cash Option).
The option holder will have the option
to elect a cashless settlement in which
case the Company will issue to the
option holder a lesser number of
shares calculated as:
(i) the number of shares specified in the
relevant option notice; less

(ii) an amount equal to the total
exercise price for the relevant options
divided by the 5 day VWAP of the
Company's shares on the NZX Main
Board on the trading day before the
option holder's exercise of the Options
(such amount represented as a number
of shares rather than a dollar value,
and rounded down to the nearest
share),
(Non-Cash Option).
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number
of Financial Products of the Class, excluding any
Treasury Stock, in existence)
Pacific Edge currently has a total of
810,010,567 ordinary shares on issue.
This issue of Options represents
0.370% of the total ordinary shares on
issue (being the percentage should all
Options vest and be exercised).
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for example
the Conversion price and Conversion date and the
ranking of the Financial Product in relation to other
Classes of Financial Product) or the Option (for
example, the exercise price and exercise date)
Subject to the continuous employment
of the Option Holder with the Company
or a subsidiary (other than as a result of
death or disability), the Options vest in
five equal tranches on each of the first
five anniversaries of 17 January 2022. If
the Option Holder's employment ceases
then they will receive a fractional
entitlement based on their length of
service during the relevant year.
Options must be exercised within 4
years of the relevant vesting date,
unless the option holder ceases to be an
employee of the Company (or a
subsidiary) other than as a result of
permanent retirement, death or
disability in which case all options that
have vested must be exercised within
one month of the date on which the
option holder ceases to be employed.
the Option Holder ceases to be
employed.
Cash consideration payable on issue of
the Options (on the terms of the Cash
Option set out above), but the Option
Holder will have the option to elect a
cashless settlement (on the terms of the
Non-Cash Option set out above).
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason
for change must be identified here)
Issue of options in connection with
Pacific Edge Limited's long term
incentive plan for employees

Capital Change Notice

Total number of Financial Products of the Class after
the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
Total ordinary shares on issue:
810,010,567
Total options to acquire ordinary
shares on issue: 13,990,203
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule pursuant
to which the issue, acquisition, or redemption is made
Board resolution dated 18 February
2022 and Listing Rule 4.6.1
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
New ordinary shares issued upon
exercise of the Options will rank equally
in all respects with the ordinary shares
already on issue.
Date of issue/acquisition/redemption 18 February 2022
Section 3: Authority for this announcement and contact person
Name of person authorised to make this
announcement
Grant Gibson (CFO)
Contact person for this announcement Grant Gibson (CFO)
Contact phone number + 3 479 5800
Contact email address grant.gibson@pelnz.com
Date of release through MAP 18 February 2022