Amended: Notice of Change in Issued Capital

NOTICE OF CHANGE IN ISSUED CAPITAL – ISSUE OF OPTIONS TO ACQUIRE
ORDINARY SHARES
Pursuant to Listing Rule 4.6.1 and Listing Rule 3.13.1
Company: Pacific Edge Limited ISIN NZPEBE0002S1
Date: 22 August 2019
Date of Issue: 22 August 2019

Issued Capital Prior To Issue (Previous Issued Capital – Listed): 511,381,538 ordinary
shares and 10,653,281 options outstanding
Number of Financial Products issued:
(1) The following options issued to certain employees of the Company and its
subsidiaries (Option Holders) to acquire up to:
a. 3,610,000 Ordinary Shares in the Company to vest over a period of
3 years (A Incentive Options); and
b. 6,750,000 Ordinary Shares in the Company to vest over a period of
3 years (B Incentive Options),
on issue and otherwise on the Terms of Issue set out below (together
referred to as the Options).
Issued Capital Subsequent To Issue (Total Issued Capital) excluding Treasury
Stock: 511,381,538 ordinary shares and 21,013,281 options outstanding
Treasury Stock: Not applicable
Classes of Financial Products Issued:
(1) Options to acquire Ordinary Shares.
Issue Price:
(1) Not applicable. The A Incentive Options and the B Incentive Options have
an exercise price of NZD$0.23 per share payable in cash.
Payment in cash? Not applicable
Amount paid up (if not in full): Not applicable
Percentage Issued: If 100% of the options were to vest and be exercised on the
date of this notice of allotment, it would represent 2.08% of the Ordinary Shares on
issue.

Terms of Issue and Conversion:

A Incentive Options
a. Subject to the continuous employment of the relevant Option Holder with
either the Company or a subsidiary of the Company, one third of the A
Incentive Options available to the relevant Option Holder will vest in the Option
Holder each year, on the first three anniversaries of their Date of
Employment/Effective Date as recorded in the Schedule of the relevant Option
Agreement. If the Option Holder's employment ceases then they will receive
a fractional entitlement based on their length of service during the relevant
year.
b. The A Incentive Options may be exercised within a period of ten years from
their vesting date.
c. Consideration of NZD$0.23 per share is payable in cash on the exercise of
any of the A Incentive Options. Any shares issued pursuant to the A Incentive
Options will rank pari passu with existing ordinary shares in the Company.
B Incentive Options
a. Subject to the continuous employment of the relevant Option Holder with
either the Company or a subsidiary of the Company, one third of the B
Incentive Options available to the relevant Option Holder will vest in the Option
Holder each year, on the first three anniversaries of their Date of
Employment/Effective Date as recorded in the Schedule of the relevant Option
Agreement. If the Option Holder's employment ceases (other than by reason
of death or disability) they will receive a fractional entitlement based on their
length of service during the relevant year. If the Option Holder dies or ceases
employment with the Company or a subsidiary of the Company due to
disability then all of the B Incentive Options that have not yet vested will
immediately vest in the Option Holder as at the date of death or disability.
b. The B Incentive Options may be exercised within a period of ten years from
their vesting date.
c. Consideration of NZD$0.23 per share is payable in cash on the exercise of
any of the B Incentive Options.
d. Any shares issued pursuant to the B Incentive Options will rank pari passu
with existing ordinary shares in the Company.
Specific Authority for the Issue: Resolution of Directors dated 22 August 2019 and
Listing Rule 4.6.1.
Reason: Issue of options as part of Pacific Edge Limited’s long term incentive plan for
employees.




Chris Gallaher
Chairman
Pacific Edge Limited