Capital Change Notice - issue of shares and options

Capital Change Notice

Updated as at February 2025



Section 1: Issuer information
Name of issuer Pacific Edge Limited
NZX ticker code PEB
Class of financial product Options to acquire ordinary shares and
Ordinary Shares
ISIN (If unknown, check on NZX website) NZPEBE0002S1
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed Ordinary Shares
263,276 Ordinary Shares have been
issued

Options
A total of 500,000 options to acquire
ordinary shares in Pacific Edge Limited
(Company) vesting in three tranches, with
the first tranche to vest on the second
anniversary of the issue date (Year 1
Options) with the two further tranches
vesting on the following two anniversaries
(being Year 2 Options and Year 3 Options
respectively).
Nominal value (if any) Not Applicable
Issue/acquisition/redemption price per security Ordinary Shares – $0.165

Options
Options are issued for nil consideration.
Exercise price of:
- NZ $0.186 per share for the Year 1
Options;
- NZ $$0.209 per share for the Year
2 Options; and
- NZ $0.235 per share for the Year 3
Options, which is payable on
exercise of the underlying Options

Nature of the payment (for example, cash or other
consideration)
Ordinary Shares
Non-cash consideration, in recognition of
the Subscriber joining the Company as an
employee in lieu of a cash incentive

Options
To exercise any of the Options, cash
consideration of:
- • NZ $0.186 per share for the Year
1 Options;

- NZ $$0.209 per share for the Year
2 Options; and
- NZ $0.235 per share for the Year 3
Options
is payable on the exercise of the relevant
underlying 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:
- the number of shares specified in
the relevant option notice; less
- an amount equal to the total
exercise price for the relevant
options divided by the volume
weighted average price of the
Company's shares traded through
the NZX Main Board over 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)
1

With the new shares issued in this notice,
Pacific Edge has a total of 1,022,589,055
ordinary shares on issue.

Ordinary Shares
The issue of Ordinary Shares represents
0.03% of the total ordinary shares on
issue

Options
This issue of Options represents 0.05% of
the total ordinary shares on issue (being
the percentage should 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)
Options
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 three
equal tranches with the first tranche

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Capital Change Notice

Updated as at February 2025


vesting on the first anniversary of the
issue date and the further two tranches
vesting on the following two anniversaries.

Options must be exercised within 4 years
of the relevant vesting date, unless the
relevant 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 two months of
the date on which the relevant option
holder ceases to be employed.

If the relevant option holder's employment
ceases (other than by reason of death or
disability) vesting will occur in accordance
with the terms set out in the relevant
option agreement. If the option holder dies
or ceases employment with the Company
or a subsidiary of the Company due to
disability then all of the Options that have
not yet vested will immediately vest in the
option holder as at the date of death or
disability.

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)
Ordinary Shares
Non-cash consideration, in recognition of
the Subscriber joining the Company as an
employee in lieu of a cash incentive

Options
Issue of options in connection with Pacific
Edge Limited's long term incentive plan for
employees
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:
1,022,589,055

Total options to acquire ordinary shares
on issue: 47,634,155
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
Issued under NZX Listing Rule 4.6.1 and
was approved by Board resolution dated
22 December 2025.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Not Applicable
Date of issue/acquisition/redemption
2
22 December 2025
Section 3: Disclosure required for Placements made under Rule 4.5.1
[Issuers may opt to release Section 3 information (if not already done so) in a separate announcement within five Business Days of
the issuance. Delete this Section 3 if capital change is not the result of a Placement under Rule 4.5.1]

Details of the approach in identifying investors who
were able to participate in the offer and how their
respective allocations in the offer were determined.

The explanation must set out the key objectives
and criteria the Issuer adopted in the allocation
process, whether one of those objectives was a
best effort to allocate on a pro rata basis to existing
holders of the Issuer’s Equity Securities, and any
significant exceptions or deviations from those
objectives and criteria.
Not Applicable

Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Grant Gibson
Contact person for this announcement Grant Gibson
Contact phone number +64 275 999 943
Contact email address grant.gibson@pelnz.com
Date of release through MAP

24 December 2025




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).