Annual Meeting – chair’s address

Blackwell Global Holdings Limited
Annual Meeting of Shareholder’s
Chair’s Address
28 September 2021

Introduction

During the course of the financial year ended 31 March 2021, the Directors resolved to
wind down the Group’s finance company operations given the Company was unable to
raise sufficient funding to grow and develop a meaningful finance company operation.

In parallel with the wind down of the finance company operation, the Board implemented
a number of strategies to reduce the outgoings of the Company. These initiatives
included the disestablishment of the roles of Chief Executive Officer and Chief Operating
Officer. Both executives left the employment of the group in February 2021.

During the course of the financial year, one of the non-executive directors Ewe Leong
Lim elected to retire from his role with the Group effective from 31 March 2021.

On 23 June 2021, the independent directors of the Company agreed with its major
shareholder, Blackwell Global Group Limited (“BGGL”) that:

 Firstly, BGGL would, subject to obtaining shareholder approval, capitalise
$500,000 of the secured bonds previously issued by the Company to BGGL
(“Bonds”) into 71,428,571 new ordinary shares in the Company, at an issue price
of $0.007 per share (the “Capitalisation”); and

 Secondly, the Company would redeem $1,000,000 of the Bonds for cash and
would pay that sum to BGGL prior to the end of June 2021.

Resolution 3 of this meeting addresses the approvals required to implement the
capitalization of $500,000 of the BGGL bonds into new BGI shares.

Following the completion of both of the above transactions there will be $1,000,000 of
Bonds that remain outstanding (to be repaid by the Company in accordance with their
terms).

The proceeds of the Capitalisation will be applied towards funding the working capital
requirements of the Company.

NZX Issue

As described on page 35 of the annual report, in late June 2021 the company was
notified by NZ RegCo that it had concluded an investigation into the company’s
inadvertent error when entering the Net Tangible Assets per share figure in the Market
Announcement Platform and a prescribed form released to the market in June 2020.

The company has no reason to believe the inadvertent error was the cause of unusual
trading volumes, and volatile price discovery, prior to and the after the announcement
and the company was not aware of the error until NZX Operations drew the matter to
the company’s attention in late July 2020.

The company also misstated the prior comparative figure on the NZX form, so the
position shown was a deterioration in the company’s net assets and the correct figures
were clear from the full financial statements released to the market at the same time.

The company has been in correspondence with NZ RegCo about reaching a settlement of
the matter, which we hope will be concluded in a few weeks. But NZ RegCo has indicated
they would refer the matter to the NZ Markets Disciplinary Tribunal for determination,
and seek a financial penalty of $50,000 plus their costs estimated as up to another
$40,000 or so, if the matter cannot be settled.

Once the matter has been resolved conclusively an announcement will be made to the
market accordingly.

Moving forward

The Board is actively looking to identify a suitable business opportunity to invest in
and/or acquire through a reverse takeover transaction, otherwise known as an RTO.
Discussions have been had with several potential acquisition targets to date, but none of
those discussions have developed into a tangible transaction.

An RTO is a transaction structured such that the Company would acquire 100% of the
business assets, or the shares in the company that owns the business assets, in
consideration for the payment of cash and/or the issue of new shares in the Company, to
the vendors, to fund the acquisition. The new business acquired would then effectively
become a subsidiary of the Company (the listed company), trading on the NZX Main
Board. The stakeholders in the business acquired, would ultimately become shareholders
in the Company as part of the RTO, and would have representation at the Board level as
appropriate. In conjunction with the RTO process, the Company would seek to raise
additional growth capital to assist in funding the future growth of the business.

The Board continues to investigate all credible investment opportunities that may
present themselves and are hopeful of having a transaction underway in the near term.

COVID 19 has made progressing an RTO transaction more difficult for several reasons.
Many companies are focused on navigating their way through the various challenges that
COVID 19 presents. This is understandable, but also means that many companies are
not looking at the opportunity to take their business public and look to grow though the
opportunities that the capital markets provide. Instead, they are simply wanting to
consolidate and make it through this challenging period.

We will keep you advised on any development in respect of the RTO process as they
come to hand.