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Share Purchase Plan Documents

Capital Raise10 December 2018PEBHealthcare

Dear Shareholder
PACIFIC EDGE CAPITAL RAISING TO SUPPORT GROWTH

On behalf of the Board, I am pleased to offer you this opportunity to subscribe for new shares in Pacific Edge.

The details of the Share Purchase Plan (SPP) are enclosed.

The funds raised will be in addition to the approximately $7 million already raised by Pacific Edge under the recent

placement which concluded successfully on 30 November 2018. This saw a number of new local and international

investors join Pacific Edge’s register and reflects the growing interest in our company from institutional investors

and fund managers.

OUR COMMERCIAL PROGRESS

We are seeking to position Cxbladder, our bladder cancer diagnostics tests, as the preferred choice for physicians,

patients and healthcare providers, particularly in the USA, which is the world’s largest healthcare market. We are

also focused on our home market of New Zealand, as well as South East Asia and Australia.

Pacific Edge commenced its commercial journey in the USA in 2014 and we have reached a number of significant

milestones which brings us closer to achieving our goals. In particular:

• Awareness and adoption of Cxbladder is growing and commercial sales are increasing, with a 43%

comparative increase in our most recent tests sales.

• New Zealand’s public healthcare providers are leading the way and approximately 62% of New Zealand’s

population now have access to Cxbladder and this is expected to increase further.

• In the USA, we have achieved two of the three national reimbursement milestones and are progressing the

third (being inclusion of Cxbladder in the LCD for the Centers for Medicare and Medicaid Services (CMS)).

Many of the foundations for commercial success have now been completed. We have a proven business model

and are focusing on large institutional healthcare organisations in the USA, including Kaiser Permanente, and in

the South East Asia and Australasian markets. While these customers can take longer to bring to completion, once

commercial agreement is reached, they can provide significant volume, and deliver more sustainable, longer term

growth opportunities.

We are looking forward to successfully executing on the next phase of our global growth plan as we continue to

progress our objective of taking Cxbladder to the world. The funds being raised will provide extra capital resources

to assist the company to progress its commercial objectives and become cash flow positive as soon as possible.

Further details about the SPP and the terms and conditions are set out in the enclosed information booklet and

application form.

To apply for your new Pacific Edge Limited shares, you should complete and return the Application Form and return

with payment to Pacific Edge’s share registrar, Link Market Services Limited, in plenty of time to be received by

5.00pm on the closing date of 25 January 2019. You can also apply online at www.pacificedgeshareoffer.co.nz.

On behalf of the Board, I invite you to consider this opportunity and thank you in advance for your ongoing support

of Pacific Edge.

Yours faithfully

Chris Gallaher

Chairman Pacific Edge

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PACIFIC EDGE LIMITED
SHARE PURCHASE PLAN

10 DECEMBER 2018

This is an important document. You should read the

whole document before deciding whether to subscribe

for shares. If you have any doubts as to what you should

do, please consult your broker or financial, investment

or other professional advisor.

PACIFIC EDGE LIMITED SHARE PURCHASE PLAN
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CONTENTS

Important Information 3

Chairman’s Letter 5

Key Details 6

Key Dates 7

Questions and Answers 8

Terms and Conditions 11

Glossary 15

DIRECTORY

ISSUER

Pacific Edge Limited

87 St David St, Dunedin

PO Box 56, Dunedin 9054

Telephone: +64 3 479 5800

www.pacificedgedx.com

LEGAL ADVISORS

Harmos Horton Lusk Limited

Level 33, Vero Centre, 48 Shortland St, Auckland

PO Box 28, Shortland St, Auckland 1140

Telephone: +64 9 921 4300

www.hhl.co.nz

SHARE REGISTRAR

Link Market Services Limited

PO Box 91976, Auckland 1142

Telephone +64 9 375 5998

enquiries@linkmarketservices.co.nz

www.linkmarketservices.co.nz

PACIFIC EDGE LIMITED SHARE PURCHASE PLAN
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IMPORTANT INFORMATION

GENERAL INFORMATION

This booklet has been prepared by Pacific Edge Limited (Pacific Edge) in connection with

an offer of new ordinary shares (Shares) under a Share Purchase Plan (SPP). The offer

is made to Eligible Shareholders under the exclusion in clause 19 of Schedule 1 of the

Financial Markets Conduct Act 2013. This booklet is not a product disclosure statement or

prospectus and does not contain all of the information which may be required in order to

make an informed investment decision about the SPP or Pacific Edge.

ADDITIONAL INFORMATION AVAILABLE UNDER CONTINUOUS DISCLOSURE

OBLIGATIONS

Pacific Edge is subject to continuous disclosure obligations under the NZX Main Board

Listing Rules. Market releases by Pacific Edge, including its most recent financial statements,

are available at www.nzx.com under stock code PEB.

Pacific Edge may, during the offer, make additional releases to NZX. No release by Pacific

Edge to NZX will permit an applicant to withdraw any previously submitted application

without Pacific Edge’s consent, whether or not there has been any permissible variation

of the SPP.

The market price for the Shares may change between the date this SPP opens, the date

you apply for Shares under the SPP, and the date on which the Shares are allotted to you.

Accordingly, the price paid for Shares issued under the SPP may be higher or lower than

the price at which Shares are trading on the NZX Main Board at the time the Shares are

issued under the SPP. The market price of new Shares following allotment may be higher

or lower than the Issue Price.

OFFERING RESTRICTIONS

No action has been taken to permit a public offering of the Shares in any jurisdiction

outside New Zealand. The distribution of this booklet in a jurisdiction outside New Zealand

may be restricted by law and persons who come into possession of it (including nominees,

trustees or custodians) should seek advice on and observe any such restrictions.

No person may subscribe for, purchase, offer, sell, distribute or deliver the Shares, or be in

possession of, or distribute to any other person, any offering material or any documents in

connection with the Shares, in any jurisdiction other than in compliance with all applicable

laws and regulations. Without limiting the foregoing, this booklet may not be sent into or

distributed in the United States.

NO GUARANTEE

No person named in this booklet (nor any other person) guarantees the Shares to be

issued pursuant to the SPP or warrants the future performance of Pacific Edge or any

return on any investment made pursuant to this booklet.

PACIFIC EDGE LIMITED SHARE PURCHASE PLAN
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DECISION TO PARTICIPATE IN THE OFFER

The information in this booklet does not constitute a recommendation to acquire Shares or

financial product advice. This booklet has been prepared without taking into account the

investment objectives, financial or taxation situation or particular needs of any applicant

or investor.

WITHDRAWAL

Pacific Edge reserves the right to withdraw the SPP.

ENQUIRIES

Enquiries about the SPP can be directed to an NZX Firm, or your solicitor, accountant

or other professional adviser. If you have any questions about the details shown on the

Application Form that accompanies this booklet, or how to complete an online application

or the Application Form, please contact the Share Registrar, Link Market Services, as set

out in the Directory on the second page of this booklet.

TIMES AND DOLLARS

All references to time in this booklet are to New Zealand time. Unless otherwise indicated,

all references to $ are to New Zealand dollars.

DEFINED TERMS

Capitalised terms used in this booklet have the meaning given to them in the Glossary at

the back of this booklet or in the relevant section of this booklet.

PACIFIC EDGE LIMITED SHARE PURCHASE PLAN
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CHAIRMAN’S LETTER

10 December 2018

Dear Shareholder

PACIFIC EDGE EQUITY RAISING TO SUPPORT GROWTH

On behalf of the directors of Pacific Edge I am pleased to offer you the opportunity to participate in our

SPP. Eligible Shareholders have the opportunity to acquire additional shares, without incurring brokerage

or other transaction costs.

The SPP is part of Pacific Edge’s equity raising initiative announced on 29 November 2018. Pacific Edge is

raising up to $5 million through this SPP, which is in addition to the approximately $7 million already raised

by Pacific Edge under the Placement.

The capital raised by the Placement and the SPP will provide the extra capital resources to assist the company

to progress its commercial objectives and become cash flow positive as soon as possible.

SHARE PURCHASE PLAN

The SPP is being offered to all Eligible Shareholders on equal terms. It gives each and every Eligible

Shareholder the opportunity to invest in new Shares with a minimum application amount of $1,000.

The issue price per share is the lower of $0.35 (being, the same price paid by investors in the Placement)

and the volume weighted average end of day market price of Shares over the 5-day trading period prior to

the Closing Date.

The SPP is intended to close at 5.00pm on 25 January 2019.

To apply for your new Shares, you should complete your application online at www.pacificedgeshareoffer.co.nz,

or return the enclosed Application Form with accompanying payment, allowing sufficient time for it to be

received by no later than 5:00pm, 25 January 2019. The correct way to complete and send your Application

Form and application monies is set out on the Application Form accompanying this SPP booklet.

Further details about the SPP are included in this booklet. While participation in the SPP is optional, if

Eligible Shareholders choose not to take up their entitlement via the SPP, their shareholdings will be diluted.

On behalf of the Board, I would like to thank you for your continued support. We look forward to continuing

this journey with you as we pursue the next phase of growth.

Chris Gallaher

CHAIRMAN

PACIFIC EDGE LIMITED

PACIFIC EDGE LIMITED SHARE PURCHASE PLAN
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KEY DETAILS

Equal participationEach and every Eligible Shareholder has the right to apply for new Shares,

and on the same terms and conditions, as each other Eligible Shareholder.

Application amount and

scaling

You apply for a dollar amount of Shares, not for a certain number of Shares.

If you choose to participate in this SPP offer, you must apply for at least

$1,000 of Shares.

There is no maximum dollar amount of Shares that you can apply for.

However, Shares will only be available to satisfy applications for Shares,

to the extent such applications exceed $15,000 of Shares, if each Eligible

Shareholder does not apply for $15,000 of Shares.

In addition, if Pacific Edge receives applications for more than $5 million

of Shares in aggregate, applications will be scaled down. Scaling is at the

discretion of the Board, which intends to follow a two-stage approach to

scaling:

• First, applications will be allocated pro rata to applicants’

shareholdings on the Record Date. At stage one, applications for more

than $15,000 of Shares will be treated as applications for $15,000 of

Shares.

• If the stage one scaling results in the allocation of less than $5 million

of Shares, then to the extent any application for Shares is more

than $15,000, such excess will be allocated pro rata to applicants’

shareholdings on the Record Date.

You will receive the number of Shares equal to the dollar amount of Shares

you have applied for divided by the Issue Price (subject to scaling described

above). If, once divided by the Issue Price, the dollar amount of Shares you

have applied for (or are allocated) does not equal a whole number of Shares,

the number of Shares allotted to you will be rounded up to the nearest Share.

Issue priceThe price of the Shares to be issued under the SPP will be fixed after market

close on the Closing Date (being 25 January 2019, unless extended) as the

lesser of:

(a) $0.35 per Share (being the same price paid by investors in the

Placement); and

(b) the volume weighted average end of day market price of Shares on

the NZX Main Board over the 5-day trading period prior to the Closing

Date (being 21 January 2019 to 25 January 2019, unless the Closing

Date is extended).

The Issue Price will be announced to NZX upon market open on the trading

day following the Closing Date (being 28 January 2019, unless the Closing

Date is extended).

When to applyApplications must be received by 5.00pm on the Closing Date (25 January

2019, unless extended).

PACIFIC EDGE LIMITED SHARE PURCHASE PLAN
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How to applyApplications can be made online at www.pacificedgeshareoffer.co.nz.

Alternatively, complete and return your personalised Application Form

accompanying this booklet, in accordance with the instructions. Please allow

adequate time for mail deliveries, as applications received after the Closing

Date may not be accepted.

Receiving your SharesYou will receive your Shares on the Allotment Date (31 January 2019, unless

extended).

KEY DATES

*

DATEEVENTDESCRIPTION

7 December 2018Record DateThe date on which Eligible

Shareholders are determined.

10 December 2018Opening DateSPP opens.

25 January 2019Closing DateSPP closes. Applications and

payment must be received by no

later than 5.00pm.

31 January 2019Allotment Date and trading

commencement

Shares are allotted. Trading

of the Shares is expected to

commence on the NZX Main

Board.

By 8 February 2019Despatch DateAllotment statements are

despatched to participating

shareholders within 5 business

days of the Allotment Date.

*Subject to the Listing Rules and applicable laws, Pacific Edge reserves the right to alter any of the above

dates.

PACIFIC EDGE LIMITED SHARE PURCHASE PLAN
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QUESTIONS AND ANSWERS

These Questions and Answers are a summary only and you should refer to the terms and conditions later in

this booklet for further information.

1. WHAT IS THE SHARE PURCHASE PLAN?

The SPP allows Eligible Shareholders to purchase new Shares in Pacific Edge without incurring

brokerage.

All Shares issued under the SPP will be of the same class as, and rank equally with, all Shares in Pacific

Edge on issue at the Allotment Date. It is a term of the SPP that Pacific Edge will take any necessary

steps to ensure that the Shares are, immediately after issue, quoted on the NZX Main Board.

2. AM I ELIGIBLE TO PARTICIPATE?

You are eligible to participate in the SPP if you were registered as a Pacific Edge shareholder at

5:00pm on the Record Date and your address recorded on the share register is in New Zealand, or

Pacific Edge is satisfied that you can otherwise participate in the SPP in compliance with all applicable

laws.

3. HOW MANY SHARES CAN I PURCHASE?

If you choose to participate in this SPP offer, you must apply for at least $1,000 of Shares.

There is no maximum dollar amount of Shares that you can apply for. However, Shares will only be

available to satisfy applications for Shares, to the extent such applications exceed $15,000 of Shares,

if each Eligible Shareholder does not apply for $15,000 of Shares.

In addition, if Pacific Edge receives applications for more than $5 million of Shares in aggregate,

applications will be scaled down. Scaling is at the discretion of the Board, which intends to follow a

two-stage approach to scaling:

• First, applications will be allocated pro rata to applicants’ shareholdings on the Record Date.

At stage one, applications for more than $15,000 of Shares will be treated as applications for

$15,000 of Shares.

• If the stage one scaling results in the allocation of less than $5 million of Shares, then to the

extent any application for Shares is more than $15,000, such excess will be allocated pro rata to

applicants’ shareholdings on the Record Date.

The reason for the above approach is because the SPP offer needs to comply with the conditions

imposed by Listing Rule 7.3.4(c), which caps the maximum application amount of each Eligible

Shareholder at $15,000. However, Pacific Edge is able to consider applications for additional Shares

over $15,000 from Eligible Shareholders under Listing Rule 7.3.4(d). Listing Rule 7.3.4(d) provides that

any Shares not taken up by Eligible Shareholders are able to be issued to other Eligible Shareholders

in such manner as the directors of Pacific Edge consider equitable and in the interests of Pacific Edge,

provided that the price and terms and conditions of the issue of such Shares are not materially more

favourable to those other Eligible Shareholders.

4. WHAT IS THE ISSUE PRICE OF THE SHARES?

The issue price of the Shares to be issued under the SPP will be fixed after market close on 25 January

2019 as the lesser of:

(a) $0.35 per Share (being the same price paid by investors in the Placement); and

(b) the volume weighted average end of day market price of Shares on the NZX Main Board over

the 5-day trading period prior to the Closing Date (being 21 January 2019 to 25 January 2019,

unless the Closing Date is extended).

The Issue Price will be announced to NZX upon market open on the trading day following the Closing

Date (being 28 January 2019, unless the Closing Date is extended).

PACIFIC EDGE LIMITED SHARE PURCHASE PLAN
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The market price of Shares may change between the date this SPP opens, the date you apply for

Shares under the SPP and the date on which Shares are allotted to you. As a result, the Issue Price

may be higher, equal to or lower than the price at which Pacific Edge’s Shares are trading on the NZX

Main Board at the time the Shares are allotted to you.

There is no certainty that Shares will trade at or above the Issue Price following the issue of Shares

under the SPP. Therefore, you should seek your own financial advice in relation to this SPP and your

participation under it. The current Share market price is quoted on the NZX website: www.nzx.com

Further information about Pacific Edge, including its most recent financial statements, can be obtained

from Pacific Edge’s website: www.pacificedgedx.com. You may obtain, free of charge, the most recent

annual report and financial statements of Pacific Edge by contacting Pacific Edge (for details, please

refer to the Directory on second page of this booklet). You are also recommended to monitor Pacific

Edge’s market announcements through the NZX website.

5. DO I HAVE TO PARTICIPATE?

No. Participation in the SPP is entirely voluntary.

6. HOW DO I APPLY FOR SHARES UNDER THE SPP?

Apply online at www.pacificedgeshareoffer.co.nz or follow the step-by-step instructions set out

on the personalised Application Form. You will require your CSN / Holder Number and Entitlement

Number to apply online.

If you apply by using the enclosed Application Form, please send your completed Application Form

with your payment by cheque or direct debit as set out in the instructions on the Application Form

to the Share Registrar by 5.00pm on 25 January 2019. If the exact amount of money is not tendered,

Pacific Edge reserves the right not to accept all or part of your payment. In those circumstances,

Pacific Edge will return your application and cheque or refund all or part of your payment (without

interest).

If an application is rejected, all of the amounts paid will be refunded to the relevant applicant. All

refunds will be made without interest.

Once submitted, you will not be able to withdraw or revoke your application.

7. HOW MANY SHARES WILL I RECEIVE?

You will receive the number of Shares equal to the dollar amount of Shares you have applied for

divided by the Issue Price (subject to scaling as described in the answer to question 3). If, once

divided by the Issue Price, the dollar amount of Shares you have applied for does not equal a whole

number of Shares, the number of Shares allotted to you will be rounded up to the nearest Share.

If Pacific Edge receives applications for Shares in excess of $5 million, it will scale back the number of

Shares to be allotted to each applicant under the SPP as described in the answer to question 3 above

and in accordance with clause 8 of the terms and conditions.

8. HOW LONG IS THE SPP OPEN AND WHEN WILL I RECEIVE MY SHARES?

The SPP opens on 10 December 2018 and is expected to close at 5.00pm on 25 January 2019, unless

extended. If you want to participate you should ensure you apply online or by returning the enclosed

Application Form and payment (by cheque or direct debit) by 5.00pm on the Closing Date.

Please allow adequate time for mail deliveries. Applications received after this time may not

be accepted.

You will receive Shares issued to you under the SPP on the Allotment Date, which is currently expected

to be on or around 31 January 2019. A statement confirming the number of Shares issued to you

under the SPP will be sent to you no later than 5 Business Days after the Allotment Date.

Pacific Edge may, subject to the Listing Rules and applicable laws, extend the Closing Date and the

Allotment Date.

PACIFIC EDGE LIMITED SHARE PURCHASE PLAN
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9. ARE THERE ANY CONDITIONS TO THE SPP?

No. However, if the SPP is cancelled for any reason, all application monies will be returned to

applicants and no Shares will be allotted under the SPP. No interest will be payable on any monies

returned to applicants.

10. WHAT IF I OWN SHARES THROUGH A TRUSTEE OR CUSTODIAN OR OWN SHARES IN MORE THAN

ONE CAPACITY?

If you own Shares through a trustee or Custodian, then, subject to certain certification requirements

and other conditions, you may instruct the trustee or Custodian to purchase Shares on your behalf.

If you own Shares through a trustee or Custodian and also own Shares in your own name, then you

may either purchase Shares yourself or instruct your trustee or Custodian to purchase Shares on your

behalf. You may not do both.

If you are a Custodian, or hold shares through a Custodian, please refer to clause 3 of the terms and

conditions.

11. IS THIS OFFER TRANSFERABLE TO ANOTHER PERSON?

No. This offer is personal to you and you may not transfer your right to purchase Shares under the

SPP to anyone else.

12. WILL THE SHARES BE QUOTED?

The Shares will be quoted on the NZX Main Board. The NZX Main Board is a licensed market operated

by NZX Limited, which is a licensed market operator regulated under the Financial Markets Conduct

Act 2013. NZX accepts no responsibility for any statement in this booklet.

It is expected that you will be able to commence trading the Shares allotted to you under the SPP on

the NZX Main Board on the Allotment Date (being 31 January 2019, unless extended).

13. WHY ARE SHAREHOLDERS OUTSIDE NEW ZEALAND NOT ELIGIBLE TO PARTICIPATE IN THE SPP?

Shareholders outside of New Zealand are not eligible to participate in the SPP because of legal

limitations in countries outside of New Zealand, the relatively small number of shareholders in those

other jurisdictions and the cost to Pacific Edge of complying with the regulatory requirements of

those other jurisdictions. Pacific Edge has determined, pursuant to the Listing Rules, that it would be

unduly onerous to extend the offer of Shares under the SPP to shareholders outside of New Zealand.

14. IF I CHOOSE NOT TO PARTICIPATE WILL MY SHAREHOLDING BE DILUTED?

If you do not participate in the SPP, your shareholding in Pacific Edge will be diluted. By way of

example, a shareholder owning 5% of the issued Shares of Pacific Edge before the SPP who does

not participate in the SPP will own approximately 4.9% of the issued Shares after the SPP (assuming

the maximum amount to be raised under the SPP of $5 million is fully subscribed and the Shares are

issued at $0.35 per Share).

Further, as the SPP is not a pro-rata offer, even if you participate in the SPP, your shareholding

percentage in Pacific Edge will likely change. Whether your shareholding increases or decreases will

depend on how many Shares you apply for, how many Shares you hold on the Record Date and how

many Shares other Eligible Shareholders apply for and are allotted under the SPP.

15. WHAT IS PACIFIC EDGE’S DIVIDEND POLICY?

As part of Pacific Edge’s growth plans, dividends are not currently paid. The Board did not declare

any dividends in respect of the period ended 31 March 2018 and does not expect to declare any

dividends during the period ending 31 March 2019.

16. FURTHER ASSISTANCE

If you have any further questions, please contact your broker or financial, investment or other

professional advisor before making your investment decision.

PACIFIC EDGE LIMITED SHARE PURCHASE PLAN
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TERMS AND CONDITIONS

1. ELIGIBLE SHAREHOLDERS

1.1 You may participate in the SPP if you are an Eligible Shareholder.

1.2 Joint holders of Shares are taken to be a single registered holder of Shares for the purposes of

determining whether they are an Eligible Shareholder and the certification on the online application

or the Application Form is taken to have been given by all of them.

1.3 If you are an Eligible Shareholder, your rights under this offer are personal to you and non-

renounceable, so you may not transfer them.

2. ISSUE PRICE AND NUMBER OF SHARES

2.1 The price of the Shares to be issued under the SPP will be fixed after market close on the Closing

Date (being 25 January 2019, unless extended) as the lesser of:

(a) $0.35 per Share (being the same price paid by investors in the Placement); and

(b) the volume weighted average end of day market price of Shares on the NZX Main Board over the

5-day trading period prior to the Closing Date (being 21 January 2019 to 25 January 2019, unless

the Closing Date is extended).

The Issue Price will be announced to NZX upon market open on the trading day following the Closing

Date (being 28 January 2019, unless the Closing Date is extended).

If, once divided by the Issue Price, the dollar amount of Shares you have applied for (or are allocated)

does not equal a whole number of Shares, the number of Shares allotted to you will be rounded up

to the nearest Share (subject to scaling as described in clause 8).

2.2 Subject to clause 3.2, if you are an Eligible Shareholder you may apply to purchase any amount of

Shares, subject to a minimum application amount of $1,000. However, Shares will only be available to

satisfy applications for Shares, to the extent that such applications exceed $15,000 of Shares, if each

Eligible Shareholder does not apply for $15,000 of Shares. The number of Shares that you receive

on the Allotment Date (being 31 January 2019, unless extended) may also be subject to scaling as

described in clause 8.

2.3 Eligible Shareholders may only make one application. This applies to all Eligible Shareholders,

including those who receive more than one offer under the SPP (for example, because they hold

Shares in more than one capacity) and including whether the Eligible Shareholder is applying through

a Custodian or on his or her own behalf.

3. CUSTODIANS

3.1 Any Eligible Shareholder that:

(a) is a trustee corporation or a nominee company and holds Shares in Pacific Edge by reason only

of acting for another person in the ordinary course of business of that trustee corporation or

nominee company; or

(b) holds Shares in Pacific Edge by reason only of being a bare trustee of a trust to which the Shares

are subject and is permitted to operate as a custodian under all relevant laws,

is a Custodian under the SPP.

3.2 Custodians may apply to purchase Shares under this SPP but only up to the total value of Shares it

is validly directed to apply for on behalf of each beneficial owner for whom the Custodian acts as

a Custodian. Custodians must confirm to Pacific Edge that they are holding Shares as a Custodian

for those beneficial owners by providing the written certification to Pacific Edge described in clause

3.3 below. Each beneficial owner may only direct the Custodian to apply on behalf of that beneficial

owner for Shares as described in clauses 2.2 and 2.3.

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3.3 If a Custodian applies to purchase Shares on behalf of one or more beneficial owners, the Custodian

must certify to Pacific Edge in writing by validly completing the online application or Application

Form that:

(a) the Custodian holds Shares directly or indirectly as a Custodian for beneficial owners;

(b) the beneficial owner on whose behalf the Custodian is submitting an application is not making a

separate application as an Eligible Shareholder for Shares under the SPP;

(c) each beneficial owner (or the beneficial owner’s agent) has instructed the Custodian to apply for,

and accept, under the SPP the dollar amount of Shares set out in the online application or on the

Application Form (or in a schedule attached to an Application Form); and

(d) no other Custodian is submitting an application under the SPP for that beneficial owner.

4. COMPLETING AN APPLICATION AND PAYING FOR SHARES

If you wish to participate in the SPP, you must complete your application online at

www.pacificedgeshareoffer.co.nz, or return the enclosed Application Form to the Share Registrar at

the address set out in the Directory on the second page of this booklet. If you apply using the enclosed

Application Form, you must provide payment by cheque or direct debit in New Zealand dollars, for

the amount of Shares you have specified as applying for on the Application Form. Cheques must be

drawn on a New Zealand bank account.

5. PACIFIC EDGE’S DISCRETION TO ACCEPT OR REJECT APPLICATIONS

5.1 Pacific Edge has complete discretion to accept or reject your application to purchase Shares under

the SPP, including (without limitation) if:

(a) your online application or Application Form is incorrectly completed, incomplete or otherwise

determined by Pacific Edge to be invalid;

(b) your payment is dishonoured or has not been completed correctly;

(c) the cheque that you enclose with your Application Form or your direct debit is not in New

Zealand dollars for the exact amount of Shares that you have specified on the Application Form;

(d) your application is received after the Closing Date. While Pacific Edge has discretion to accept

late applications and payment, there is no assurance that it will do so. Late applications and

payment, if not processed, will be returned to you at your registered address within 5 Business

Days of the Allotment Date or within 5 Business Days of the date of receipt in respect of any late

applications received after the Allotment Date;

(e) Pacific Edge believes that you are not an Eligible Shareholder or Custodian; or

(f) Pacific Edge considers that your application does not otherwise comply with these terms and

conditions.

5.2 No interest will be paid on any application monies returned to you. Any refunds for whatever reason

will be paid to you either by direct credit to your bank account (if those details are held by the Share

Registrar) or by cheque mailed within 5 Business Days of the Allotment Date.

6. SIGNIFICANCE OF SUBMITTING OR SENDING AN APPLICATION

6.1 If you apply to purchase Shares under the SPP, by completing and returning an application:

(a) your application, on these terms and conditions, will be irrevocable and unconditional (i.e. it

cannot be withdrawn);

(b) you certify to Pacific Edge that you are an Eligible Shareholder entitled to apply for Shares under

these terms and conditions;

(c) you acknowledge that the SPP may not proceed;

PACIFIC EDGE LIMITED SHARE PURCHASE PLAN
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(d) you certify that your acceptance of the SPP will not be, or cause, a breach of any law in any

jurisdiction;

(e) you agree to be bound by the constitution of Pacific Edge, which you may download for free

from the Companies Office website: https://companies-register.companiesoffice.govt.nz/

(f) you authorise Pacific Edge (and its officers or agents) to correct any error in, or omission from,

your application and to complete your application by the insertion of any missing details;

(g) you acknowledge that Pacific Edge may at any time irrevocably determine that your application

is valid, in accordance with these terms and conditions, even if the application is incomplete,

contains errors or is otherwise defective;

(h) you accept the risk associated with any refund that may be despatched to you by cheque to your

address shown on Pacific Edge’s share register;

(i) you agree to indemnify Pacific Edge for, and to pay to Pacific Edge within 5 Business Days of

demand, any dishonour fees or other costs Pacific Edge may incur in presenting a cheque for

payment which is dishonoured;

(j) you acknowledge that none of Pacific Edge, its advisors or agents has provided you with

investment advice or financial product advice, and that none of them has an obligation to provide

advice concerning your decision to apply for and purchase Shares under the SPP;

(k) you acknowledge the risk that the market price for the shares may change between the date of

this offer and the Allotment Date. A change in market price during this period may affect the

value of the Shares you received under the SPP;

(l) you acknowledge that Pacific Edge is not liable for any exercise of its discretions referred to in

these terms and conditions; and

(m) you irrevocably and unconditionally agree to these terms and conditions and agree not to do any

act or thing which would be contrary to the spirit, intention or purpose of the SPP.

7. ISSUE PRICE

You agree to pay the Issue Price per Share up to the maximum amount you have specified on your

online application or the Application Form.

8. SCALING

8.1 If Pacific Edge receives applications in excess of $5 million of Shares in aggregate, applications will be

scaled down. Scaling is at the discretion of the Board, which intends to follow a two-stage approach

to scaling:

(a) First, applications will be allocated pro rata to applicants’ shareholdings on the Record Date.

At stage one, applications for more than $15,000 of Shares will be treated as applications for

$15,000 of Shares.

(b) If the scaling described in (a) results in the allocation of less than $5 million of Shares, then to the

extent any application for Shares is more than $15,000, such excess will be allocated pro rata to

applicants’ shareholdings on the Record Date.

8.2 If your application is scaled, your application monies will be greater than the value of the Shares you

will be allotted. The difference will be refunded to you either by direct credit to your bank account

(if those details are held by the Share Registrar) or by cheque mailed within 5 Business Days of the

Allotment Date. No interest will be paid on any application monies returned to you.

9. THE SHARES

9.1 Shares issued under the SPP will rank equally with, and have the same voting rights, dividend rights

and other entitlements as, existing fully paid Shares in Pacific Edge quoted on the NZX Main Board

as at the Allotment Date.

PACIFIC EDGE LIMITED SHARE PURCHASE PLAN
14

9.2 The Shares have been accepted for quotation on the NZX Main Board. The NZX Main Board licensed

market operated by NZX Limited, which is a licensed market operator regulated under the Financial

Markets Conduct Act 2013. NZX accepts no responsibility for any statement in this booklet.

9.3 You cannot trade in any Shares issued to you pursuant to the SPP, either as principal or agent, until

quotation on the NZX Main Board in accordance with the Listing Rules. Pacific Edge expects that the

Shares will commence trading on the NZX Main Board on the Allotment Date (being 31 January 2019,

unless extended).

9.4 The issue of Shares under the SPP up to a value of $15,000 per Eligible Shareholder (or per beneficial

owner, in the case of holdings held by Custodians) is being undertaken under Listing Rule 7.3.4(c).

However, Pacific Edge is able to consider applications for additional Shares over $15,000 from Eligible

Shareholders under Listing Rule 7.3.4(d). Listing Rule 7.3.4(d) provides that any Shares not taken up

by Eligible Shareholders are able to be issued to other Eligible Shareholders in such manner as the

directors of Pacific Edge consider equitable and in the interests of Pacific Edge, provided that the

price and terms and conditions of the issue of such Shares are not materially more favourable to those

other Eligible Shareholders.

10. AMENDMENTS TO THE SPP AND WAIVER OF COMPLIANCE

10.1 Notwithstanding any other term or condition of the SPP, the offer website (www.pacificedgeshareoffer.

co.nz) and/or the Application Form, Pacific Edge may, at its discretion:

(a) make non-material modifications to the SPP on such terms and conditions it thinks fit (in which

event applications for Shares under the SPP will remain binding on the applicant notwithstanding

such modification and irrespective of whether an application was received by the Share Registrar

before or after such modification is made); and/or

(b) suspend or terminate the SPP at any time prior to the issue of the Shares under the SPP (including

by reviewing the timetable for the SPP). If the SPP is terminated, application monies will be

refunded to applicants without interest within 5 Business Days of termination.

10.2 Pacific Edge reserves the right to waive compliance with any provision of these terms and conditions,

which will be done in accordance with New Zealand law (including the Listing Rules).

10.3 Pacific Edge will notify NZX of any waiver, amendment, suspension, withdrawal or termination of the

SPP. Approval of any material changes to the SPP will be sought from NZX to the extent required

under the Listing Rules.

11. GOVERNING LAW

These terms and conditions shall be governed by and construed in accordance with the laws of New

Zealand.

12. DISPUTE RESOLUTION

If any dispute arises in connection with the SPP, Pacific Edge may settle it in any manner it thinks fit. It

may do so generally or in relation to any particular shareholder, applicant, application or Share. Pacific

Edge’s decision will be final and binding.

13. INCONSISTENCY

Unless otherwise determined by the directors of Pacific Edge, in the event of any inconsistency

between the terms and conditions of the SPP and:

(a) the accompanying letter from the Chairman of Pacific Edge and Questions and Answers, the

terms and conditions take precedence; and

(b) Pacific Edge’s constitution, Pacific Edge’s constitution shall take precedence.

PACIFIC EDGE LIMITED SHARE PURCHASE PLAN
15

GLOSSARY

Allotment Date means 31 January 2019, unless extended.

Application Form means the personalised application form enclosed with this SPP booklet, including the

instructions on the form.

Associated Person has the meaning given to that term in the Listing Rules.

Board means the board of directors of Pacific Edge Limited.

Business Day means a business day as defined in the Listing Rules.

Closing Date means 25 January 2019, unless extended.

Custodian has the meaning given to that term in clause 3.1 of the terms and conditions.

Despatch Date means the date allotment statements are despatched to participating shareholders, being

8 February 2019, unless extended.

Director means a director of Pacific Edge.

Eligible Shareholder means a person who, at 5.00pm on the Record Date, is registered as a Pacific Edge

shareholder and whose address recorded on the share register is in New Zealand, or Pacific Edge is satisfied

that you can otherwise participate in the SPP in compliance with all applicable laws.

Employee, in respect of Pacific Edge, has the meaning given to that term in the Listing Rules.

Issue Price means the price of the Shares to be issued under the SPP, which will be fixed after market close

on the Closing Date (being 25 January, unless extended) as the lesser of:

(a) $0.35 per Share; and

(b) the volume weighted average end of day market price of Shares on the NZX Main Board over the

5-day trading period prior to the Closing Date (being 21 January 2019 to 25 January 2019, unless the

Closing Date is extended).

Listing Rules means the NZX Main Board Listing Rules in force from time to time.

NZX means NZX Limited.

NZX Main Board means the main board equity security market operated by NZX.

Opening Date means 10 December 2018.

Pacific Edge means Pacific Edge Limited.

Placement means the private placement of Shares in Pacific Edge to institutional and other eligible investors

announced on 29 November 2018.

Record Date means 7 December 2018.

Share means an ordinary share in Pacific Edge.

Share Registrar means Link Market Services Limited.

SPP means the share purchase plan detailed in this SPP booklet.

87 St David Street, PO Box 56, Dunedin, New Zealand
P +64 3 479 5800 F +64 3 479 5801

www.pacificedgedx.com

---

APPLICATION FORM
CSN / Holder Number:

Shareholding as at 5pm (NZT) on 7 December 2018:

Entitlement Number:

PACIFIC EDGE LIMITED SHARE PURCHASE PLAN (SPP) APPLICATION FORM

This Application Form and the SPP booklet accompanying this Application Form are important. If you have any questions in relation to the SPP, please consult your

financial, investment or other professional advisor. Please see instructions on the reverse on how to complete this Application Form and where to send it. This

Application Form

is irrevocable and cannot be withdrawn once lodged.

You may choose to apply online rather than completing this Application Form at www.pacificedgeshareoffer.co.nz.

APPLICATION FOR SHARES AND PAYMENT

You may apply for Pacific Edge Limited (“Pacific Edge”) ordinary shares (“Shares”) under this SPP. Please apply for a dollar amount of Shares, not for a certain number

of Shares. There is no limit on the number of Shares you may apply for, but your application may be subject to scaling if Pacific Edge receives applications in excess of

$5 million (refer to the answer to question 3 in the SPP booklet for more information). You must apply for a minimum of $1,000 of Shares.

The price of Shares to be issued under the SPP will be fixed after market close on the Closing Date (being 25 January 2019, unless extended) as the lesser of (a) $0.35 per

Share (being the price paid by investors in the Placement); and (b) the volume weighted average end of day market price of Shares on the NZX Main Board over the 5 day

trading period prior to the Closing Date (being 21 January 2019 to 25 January 2019, unless extended). The Issue Price will be announced to NZX upon market open on the

trading day following the Closing Date.

Please indicate the value of Shares you are applying for below and pay by cheque or direct debit as instructed in this Application Form.

Value of Shares applied for:


PAYMENT OPTIONS – Payment can be made by one of the following options:

Option 1 Direct debit

Direct debits allow Pacific Edge or its agent to deduct money from your bank account for payment of your application.

If you wish to make payment by this method, please complete your account details below. By signing this Form, the signatory agrees that Pacific Edge or its agent is

authorised to direct debit your bank account below for the total amount payable for your application. Please confirm with your bank that this account can be direct debited.

NEW ZEALAND DOLLAR BANK ACCOUNT DETAILS FOR DIRECT DEBIT:

Bank Name_______________________________________________ Name of Account:_______________________________________________________________________


Option 2 Cheque

Please attach your cheque for the total amount payable. Your cheque must be drawn on a New Zealand bank account made payable to “Pacific Edge Limited” and crossed

“Not Transferable”. Your cheque must not be post-dated as it will be banked on the day of receipt. If your cheque dishonours, your application will be rejected. Your

Application Form and cheque should be mailed to Link Market Services, PO Box 91976, Auckland 1142.

If you are a Custodian acting on behalf of one or more beneficial owners you must complete this section

Please state the number of beneficial owners for whom you act as a Custodian.

Please either state the full name(s) and address(es) of the beneficial owner(s) for whom you hold shares and the number of shares held for each beneficial owner or attach a

schedule showing this information.

Please either state the full name(s) of the beneficial owner(s) for whom you act in submitting this Application Form or attach a schedule of the full names of the beneficial

owners for whom you act in submitting this Application Form including each beneficial owner’s dollar amount of Shares applied for.

Please state the total dollar amount of Shares that you are applying

for on behalf of beneficial owners under this CSN.

CERTIFICATION


Holder/Director/Authorised Person Holder/Director/Authorised Person Director/Authorised Person


Contact Name Mobile or Daytime telephone number Mobile or Daytime telephone number

By accepting this offer and applying for Shares under the SPP, you are agreeing to the terms and conditions in the SPP booklet (in particular those terms and conditions

in clause 6, and in relation to Custodians, those in clause 3) and you are providing the certification set out in the instructions in Application Form, under the heading

“Certification”. Please read that section carefully.

$

Minimum of $1,000.00

0

$

INSTRUCTIONS
How to complete this Application Form:

Read carefully the terms and conditions of the Pacific Edge share purchase plan (“SPP”) contained in the booklet accompanying this

Application Form. If you do not understand the terms and conditions or this Application Form or if you have any questions about what to do

in relation to the SPP, please consult your financial or other professional adviser.

1. Application

• Enter the value of the Shares you wish to apply to subscribe for by filling in the box in the “Application for Shares and Payment”

section of this Application Form.

• Apply for Shares having a parcel value that is at least $1,000.

• Make one application only, whether personally or through a Custodian.

• You must pay in New Zealand dollars.

• If paying by direct debit, please complete your account details in this Application Form.

• If paying by cheque, make your cheque payable to “Pacific Edge Limited” and crossed “Not Transferable”. The date of the cheque

should be the date you fill it in (i.e. do not post-date the cheque). Do not forget to sign the cheque.

• The cheque or direct debit must be for the same amount as the amount in the box you have filled in in this Application Form.

• If Pacific Edge receives application monies in excess of $5 million, it will scale acceptances, which may result in you receiving a

refund as described in the terms and conditions.

2. Certification

I/We irrevocably apply for the value of Shares indicated in this Application Form (or such other number of Shares as may be allocated to

me/us), and agree that:

• By applying for Shares, I/we acknowledge that this Application Form was distributed with the SPP booklet containing the terms and

conditions dated 10 December 2018, and confirm that I/we have read this Application Form and the SPP booklet in their entirety. I/

we agree to the terms and conditions.

• If I am/we are not a Custodian, I/we certify that:

− my/our registered address is in New Zealand; and

− I/we held Shares on the Record Date.

• If I am/we are completing this form as a Custodian, I/we certify that:

− I/we hold Shares directly or indirectly as a Custodian for beneficial owners;

− the number of beneficial owners for which I am/we are holding Shares as Custodian is set out in this Application Form or in an

attached schedule;

− the full name and address of each beneficial owner for which I am/we are holding Shares and the number of Shares held for

each beneficial owner is set out in this Application Form or in an attached schedule;

− the full name of each beneficial owner on whose behalf I am/we are submitting this Application Form and the dollar amount of

Shares applied for by each beneficial owner is set out in this Application Form or in an attached schedule;

− the beneficial owners on whose behalf I am/we are submitting this Application Form each have a registered address in New

Zealand;

− each beneficial owner (or the beneficial owner’s agent) has instructed me/us to apply for, and accept, under the SPP the value

of Shares set out next to their name in this Application Form or in an attached schedule; and

− a copy of the SPP booklet dated 10 December 2018 has been provided to each of those beneficial owners.

3. Signatures

Please sign this Application Form in the “Signatures” section where indicated. If a company is signing, it must be signed on behalf of

the company by a person duly authorised for that purpose. If the Application Form is signed under a power of attorney, the attorney

must complete a certificate of non-revocation of power of attorney – please contact the Share Registrar for the form of this certificate.

4. Contact Details

Fill in your daytime telephone number, contact name and email, in the “Contact details” section indicated, as we may need to contact

you. For example, we may need to contact you if you have not filled in this Application Form correctly.

5. Return Address

Post this Application Form (and your cheque, if paying by cheque) so that it is received before 5.00pm of 25 January 2019. You should

allow sufficient time for delivery by the postal service. Application Forms and cheques received after the Closing Date may not be

processed regardless of when they are postmarked.

6. You may also:

Use a standard envelope to post your Application Form and payment to the following address:

Pacific Edge Limited

c/- Link Market Services Limited

PO Box 91976

Auckland 1142

If you are paying by direct debit, you may email your completed Application Form to:

applications@linkmarketservices.com

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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