GENERAL CAPITAL LIMITED ANNOUNCES WARRANT ISSUES

General Capital Limited
Level 7, 12-26 Swanson Street,
PO Box 1314, Shortland Street,
Auckland, New Zealand. 1140.
Phone +64 9 304 0145
Fax +64 9 358 3858


GENERAL CAPITAL LIMITED ANNOUNCES WARRANT ISSUES


General Capital Limited (“General Capital”) today announced that it intends to make:

(a) a pro rata one for one renounceable issue to existing shareholders of warrants (“2020
Warrants”) and the new listed shares to issue on the exercise of those warrants;

(b) a pro rata two for one renounceable issue to existing shareholders of warrants (“2021
Warrants”) and the new listed shares to issue on the exercise of those warrants,

(collectively the “Warrants” and the “Warrant Issues”).

General Capital intends to use the proceeds from shares issued on exercise of the Warrants
to fund growth.

Each 2020 Warrant will entitle the holder to subscribe for cash for one ordinary share in
General Capital at an exercise price of 7.75 cents per ordinary share at any time on or prior to
5.00pm on 31 March 2020.

Each 2021 Warrant will entitle the holder to subscribe for cash for one ordinary share in
General Capital at an exercise price of 9.00 cents per ordinary share at any time on or prior to
5.00pm on 30 November 2021.

The Board considers the Warrant Issues to be a fair way to allow shareholders to participate
in any future growth of General Capital.

The record date for determining entitlements is 5.00pm on 10 December 2018, with the
warrants being allotted on 11 December 2018 and being able to be traded from 11 December
2018. Application has been made to NZX for permission to quote on the NZAX the Warrants
and the new shares to be issued upon exercise of the Warrants and all the requirements of
NZX relating thereto that can be complied with on or before the date of this notice have been
duly complied with. NZX is a licensed market operator and NZAX is a licensed exchange
regulated under the Financial Markets Conduct Act 2013. General Capital will take any
necessary steps to ensure that new shares to be issued on the exercise of the Warrants will
be quoted on allotment. It is expected that the 2020 Warrants will trade on the NZAX under
the code GENWA and that the 2021 Warrants will trade on the NZAX under the code GENWB.
The final exercise date for the 2020 Warrants will be 5.00pm on 31 March 2020. The final
exercise date for the 2021 Warrants will be 5.00pm on 30 November 2021.

The Warrant Issues will only be made to “Eligible Shareholders”, being persons who have
registered addresses in New Zealand on the record date and persons who do not have

registered addresses in New Zealand on the record date but who General Capital is satisfied
can participate in the Warrant Issues in compliance with all applicable laws. Under the 2020
Warrant Issue, eligible shareholders are entitled (but not obliged) to subscribe for one new
share for every one existing share held at the record date, at a price of 7.75 cents per share
(with entitlements to fractions of a share rounded down to the nearest whole number).
Under the 2021 Warrant Issue, eligible shareholders are entitled (but not obliged) to
subscribe for two new shares for every one existing share held at the record date, at a price
of 9.00 cents per share (with entitlements to fractions of a share rounded down to the nearest
whole number). The new shares will rank equally with existing ordinary shares.

Further details relating to the Warrant Issues are provided in the offer document relating to
the Warrant Issues. Copies of the offer document, together with an entitlement form and an
exercise notice are being mailed to Eligible Shareholders. Eligible Shareholders should
carefully consider the offer document. 2020 Warrants must be exercised by 5.00pm on 31
March 2020. 2021 Warrants must be exercised by 5.00pm on 30 November 2021.
Shareholders should exercise care in respect of any trading of warrants before they receive
their entitlement form and exercise notice and should be aware that General Capital has the
right not to make or proceed with the Warrant Issues.

The offer document will be made available, and able to be downloaded from, NZX’s website
www.nzx.com under stock code GEN from 3 December 2018.

General Capital also intends to make an issue to directors and senior managers of General
Capital or any of its subsidiaries, selected by the board of General Capital in its absolute
discretion, of up to 20 million 2021 Warrants.

NZX accepts no responsibility for any statement in this announcement.

NZAX is a financial product market operated by NZX, a licensed market operator, under the
Financial Markets Conduct Act 2013.

On behalf of the Board of Directors
Brent King
Managing Director
3 DEcember 2018

For Further information please contact
Mr. Brent King
64 (0)21 632 660
Brent.King@GenCap.co.nz

---

General Capital Limited
Level 7, 12-26 Swanson Street,
PO Box 1314, Shortland Street,
Auckland, New Zealand. 1140.
Phone +64 9 304 0145
Fax +64 9 358 3858



3 December 2018


Client Market Services
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011



GENERAL CAPITAL LIMITED (NZAX: GEN)

NOTICE OF OFFER OF SAME CLASS FINANCIAL PRODUCTS


General Capital Limited (General Capital) intends to undertake:

(a) a pro rata one for one renounceable issue to existing shareholders of warrants and
new listed shares to issue on the exercise of those warrants; and

(b) a pro rata two for one renounceable issue to existing shareholders of warrants and
new listed shares to issue on the exercise of those warrants,

(the Offers).

Pursuant to clause 20(1)(a) of Schedule 8 of the Financial Markets Conduct Regulations 2014
(FMC Regulations), General Capital advises that:

(i) The Offers are being made in reliance upon the exclusion in clause 19 of Schedule 1
of the Financial Markets Conduct Act 2013 (FMCA) and General Capital is giving this
notice under clause 20(1)(a) of Schedule 8 of the FMC Regulations.

(ii) As at the date of this notice, General Capital is in compliance with:

2.1 The continuous disclosure obligations that apply to it in relation to General
Capital listed shares;

2.2 Its “financial reporting obligations” within the meaning set out in clause 20(5) of
Schedule 8 of the FMC Regulations.

(iii) As at the date of this notice, there is no information that is “excluded information” within
the meaning set out in clause 20(5) of Schedule 8 of the FMC Regulations.

(iv) The Offers are not expected to have any material effect or consequence on the control
of General Capital.

Yours sincerely

Brent King
General Capital Limited
021 632 660

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APPENDIX 4 – NZAX Listing Rules
Number of pages i nc l udi ng thi s one
(P l eas e prov i de any other rel ev ant
NZAX Li s ti ng Rul e 7.11.2. For ri ghts , NZAX Li s ti ng Rul es 7.9.8 and 7.9.9. details on additional pages)
For c hange to al l otment, NZA X Li s ti ng Rul e 7.10.1, a s eparate adv i c e i s requi red.
Ful l name
of Issuer
Name of offi c er authori s ed to
Authority for event,
make this notice
e.g. Directors' resolution
Contac t phone
Contac t fax
numbernumber
Date
Nature of eventBonusIf ticked,
Ri ghts Is s ue
Ti c k as appropri ate
Issue
ü
state whether:Tax abl e
/ Non TaxableConv ers i onInterestRenounc abl e
Ri ghts Is s ueCapitalCallDividend
If ticked, stateFul l
non-renouncable
change
whether:
InterimYearSpecialDRP Applies
EXISTING securities affected by this
If more than one security is affected by the event, use a separate form.
Des c ri pti on of theISIN
class of securities
If unknown, contact NZX
Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.
Des c ri pti on of theISIN
class of securities
If unknown, contact NZX
Number of Sec uri ti es toMinimum
Rati o, e.g
be issued following eventEntitlement
1 for 2 for
Conv ers i on, Maturi ty , Cal l
Treatment of Frac ti ons
Payable or Exercise Date
Ti c k i f
provide an
pari passu
ORexplanation
Strike price per security for any issue in lieu or date
of the
Strike Price available.
rank i ng
Monies Associated with Event
Di v i dend pay abl e, Cal l pay abl e, Ex erc i s e pri c e, Conv ers i on pri c e, Redempti on pri c e, Appl i c ati on money .
Source of
Amount per securityPayment
(does not i nc l ude any ex c l uded i nc om e)
Excluded income per security
(onl y appl i c abl e to l i s ted P IE s )
SupplementaryAmount per security
Currenc ydividendin dollars and cents
details -
NZAX Listing Rule 7.11.4
Total moni es
TaxationAmount per Security in Dollars and cents to six decimal places
In the case of a taxable bonusResident
Imputation Credits
issue state strike priceWithholding Tax(Gi v e detai l s )
Forei gn
FDP Credi ts
Withholding Tax(Gi v e detai l s )
Timing
(Refer A ppendi x 5 i n the NZA X Li s ti ng Rul es )
Record Date 5pmApplication Date
For c al c ul ati on of enti tl ements -Also, Call Payable, Dividend /
Interest Payable, Exercise Date,
Conv ers i on Date. In the c as e
of applications this must be the
last business day of the week.
Notice DateAllotment Date
Entitlement letters, call notices,For the i s s ue of new s ec uri ti es .
conversion notices mailedMust be within 5 business days
of application closing date.
OFFICE USE ONLY
Ex Date:
Commence Quoting Rights:Security Code:
Cease Quoting Rights 5pm:
Commence Quoting New Securities:Security Code:
Cease Quoting Old Security 5pm:
Appendix4-NZAX.xls (6883.004_006)
EMAIL: announce@nzx.com
Notice of event affecting securities
General Capital Limited
Brent KingDirectors Resolution
09 304014509 358 38583122018
Up to 165,701,167 warrantsNone11
Ordinary SharesNZMYKE0001S9
General Capital Limited 2020 Warrants
In dollars and cents
Nil
N/A
N/ARounded down
Enter N/A if not
applicable
ü
7.75 cents
$$
$
New Zealand dollars
Nil
Date Payable
10 December 2018On or before 31 March 2020
17 December 201811 December 2018

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APPENDIX 4 – NZAX Listing Rules
Number of pages i nc l udi ng thi s one
(P l eas e prov i de any other rel ev ant
NZAX Li s ti ng Rul e 7.11.2. For ri ghts , NZAX Li s ti ng Rul es 7.9.8 and 7.9.9. details on additional pages)
For c hange to al l otment, NZA X Li s ti ng Rul e 7.10.1, a s eparate adv i c e i s requi red.
Ful l name
of Issuer
Name of offi c er authori s ed to
Authority for event,
make this notice
e.g. Directors' resolution
Contac t phone
Contac t fax
numbernumber
Date
Nature of eventBonusIf ticked,
Ri ghts Is s ue
Ti c k as appropri ate
Issue
state whether:Tax abl e
/ Non TaxableConv ers i onInterestRenounc abl e
ü
Ri ghts Is s ueCapitalCallDividend
If ticked, stateFul l
non-renouncable
change
whether:
InterimYearSpecialDRP Applies
EXISTING securities affected by this
If more than one security is affected by the event, use a separate form.
Des c ri pti on of theISIN
class of securities
If unknown, contact NZX
Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.
Des c ri pti on of theISIN
class of securities
If unknown, contact NZX
Number of Sec uri ti es toMinimum
Rati o, e.g
be issued following eventEntitlement
1 for 2 for
Conv ers i on, Maturi ty , Cal l
Treatment of Frac ti ons
Payable or Exercise Date
Ti c k i f
provide an
pari passu
ORexplanation
Strike price per security for any issue in lieu or date
of the
Strike Price available.
rank i ng
Monies Associated with Event
Di v i dend pay abl e, Cal l pay abl e, Ex erc i s e pri c e, Conv ers i on pri c e, Redempti on pri c e, Appl i c ati on money .
Source of
Amount per securityPayment
(does not i nc l ude any ex c l uded i nc om e)
Excluded income per security
(onl y appl i c abl e to l i s ted P IE s )
SupplementaryAmount per security
Currenc ydividendin dollars and cents
details -
NZAX Listing Rule 7.11.4
Total moni es
TaxationAmount per Security in Dollars and cents to six decimal places
In the case of a taxable bonusResident
Imputation Credits
issue state strike priceWithholding Tax(Gi v e detai l s )
Forei gn
FDP Credi ts
Withholding Tax(Gi v e detai l s )
Timing
(Refer A ppendi x 5 i n the NZA X Li s ti ng Rul es )
Record Date 5pmApplication Date
For c al c ul ati on of enti tl ements -Also, Call Payable, Dividend /
Interest Payable, Exercise Date,
Conv ers i on Date. In the c as e
of applications this must be the
last business day of the week.
Notice DateAllotment Date
Entitlement letters, call notices,For the i s s ue of new s ec uri ti es .
conversion notices mailedMust be within 5 business days
of application closing date.
OFFICE USE ONLY
Ex Date:
Commence Quoting Rights:Security Code:
Cease Quoting Rights 5pm:
Commence Quoting New Securities:Security Code:
Cease Quoting Old Security 5pm:
Appendix4-NZAX.xls (6883.004_027)
10 December 2018up to 30 November 2021
17 December 201811 December 2018
New Zealand dollars
Nil
Date Payable
$$
$
In dollars and cents
Nil
N/A
N/ARounded down
Enter N/A if not
applicable
ü
9.00 cents
Up to 331,402,334 warrantsNone21
Ordinary SharesNZMYKE0001S9
General Capital Limited 2021 Warrants
09 304014509 358 38583122018
EMAIL: announce@nzx.com
Notice of event affecting securities
General Capital Limited
Brent KingDirectors Resolution