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Ongoing Disclosure Notices – multiple

Insider Disclosure28 September 2021GENFinancials

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant

Interests

Sections 297(1) and 298(1), Financial Markets Conduct Act 2013

To NZX Limited; and

Name of listed issuer:

General Capital Limited

Date this disclosure made:

28/09/2021

Date of last disclosure:

3/10/2019

Director or senior manager giving disclosure

Full name(s):

Rewi Hamid Bugo

Name of listed issuer:

General Capital Limited

Name of related body corporate (if applicable):

N/A

Position held in listed issuer:

Director

Summary of acquisition or disposal of relevant interest (excluding specified derivatives)

Class of affected quoted financial products:

Ordinary Shares

Nature of the affected relevant interest(s):

Relevant interest in ordinary shares in General Capital Limited

held and beneficially owned by Borneo Capital Limited. Rewi

Hamid Bugo has a relevant interest in the ordinary shares

beneficially owned by Borneo Capital Limited by virtue of

holding and having the power to exercise the right to vote

attaching to, and the power to dispose of, 20% or more of the

voting products of Borneo Capital Limited.

For that relevant interest-

Number held in class before acquisition or disposal:

42,249,755

Number held in class after acquisition or disposal:

63,388,991 (including relevant interest in 428,034 calculated in

accordance with s275 of FMCA in relation to holding of

82,780,222 GENWB:NZX Warrants).

Current registered holder(s):

N/A

Registered holder(s) once transfers are registered:

Borneo Capital Limited

Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)

Type of affected derivative:

Class of underlying financial products:

Details of affected derivative-

The notional value of the derivative (if any) or the notional amount of underlying

financial products (if any):

A statement as to whether the derivative is cash settled or physically settled:

Maturity date of the derivative (if any):

Expiry date of the derivative(if any):

The price specified in the terms of the derivative (if any):

Any other details needed to understand how the amount of the consideration

payable under the derivative or the value of the derivative is affected by the value

of the underlying financial products:

For that derivative,-

Parties to the derivative:

If the director or senior manager is not a party to the derivative, the nature of the

relevant interest in the derivative:

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates: 2

Details of transactions requiring disclosure-

Date of transaction:

Transaction 1: 27 September 2021

Transaction 2: 27 September 2021

Nature of transaction:

Transaction 1: Issue of new ordinary shares.

Transaction 2: Off-market purchase of ordinary shares.

Name of any other party or parties to the transaction (if known):
Transaction 1: Not applicable.

Transaction 2: Belian Holdings Limited

The consideration, expressed in New Zealand dollars, paid or received for the

acquisition or disposal. If the consideration was not in cash and cannot be readily

by converted into a cash value, describe the consideration:

Transaction 1: $500,000 (6.0 cents per share)

Transaction 2: $742,672.14 (6.0 cents per share)

Number of financial products to which the transaction related:

Transaction 1: 8,333,333 ordinary shares

Transaction 2: 12,377,869 ordinary shares

If the issuer has a financial products trading policy that prohibits directors or

senior managers from trading during any period without written clearance (a

closed period) include the following details—

Whether relevant interests were acquired or disposed of during a closed period:Yes

Whether prior written clearance was provided to allow the acquisition or disposal

to proceed during the closed period:

Yes

Date of the prior written clearance (if any):

27/09/2021

Summary of other relevant interests after acquisition or disposal:

Class of quoted financial products:GENWB Warrants

Nature of relevant interest:

Relevant interest in 80,780,222 GENWB warrants issued to,

held and beneficially owned by Borneo Capital Limited. Rewi

Hamid Bugo has a relevant interest in the warrants beneficially

owned by Borneo Capital Limited by virtue of holding and

having the power to exercise the right to vote attaching to, and

the power to dispose of, 20% or more of the voting products of

Borneo Capital Limited.

Beneficial interest in 2,000,000 GENWB warrants issued to and

held by Borneo Capital Limited as bare trustee for Rewi Hamid

Bugo

For that relevant interest,-

Number held in class:

82,780,222

Current registered holder(s):Borneo Capital Limited

For a derivative relevant interest,-

Type of derivative:GENWB Warrants

Details of derivative,-

The notional value of the derivative (if any) or the notional amount of underlying

financial products (if any):

82,780,222 GENWB warrants (conversion ratio of one ordinary

share for every one warrant held if exercised)

A statement as to whether the derivative is cash settled or physically settled:Cash Settled

Maturity date of the derivative (if any):Last exercise date of 30/11/2021

Expiry date of the derivative (if any):Last exercise date of 30/11/2021

The price's specified terms (if any):9.00 cents per share on the exercise of each warrant

Any other details needed to understand how the amount of the consideration

payable under the derivative or the value of the derivative is affected by the value

of the underlying financial products:

N/A

For that derivative relevant interest,-

Parties to the derivative:

Borneo Capital Limited

If the director or senior manager is not a party to the derivative, the nature of the

relevant interest in the derivative:

Relevant interest in 80,780,222 GENWB warrants issued to,

held and beneficially owned by Borneo Capital Limited. Rewi

Hamid Bugo has a relevant interest in the warrants beneficially

owned by Borneo Capital Limited by virtue of holding and

having the power to exercise the right to vote attaching to, and

the power to dispose of, 20% or more of the voting products of

Borneo Capital Limited.

Beneficial interest in 2,000,000 GENWB warrants issued to and

held by Borneo Capital Limited as bare trustee for Rewi Hamid

Bugo

Certification

I, certify that, to the best of my knowledge and belief, the information contained in

this disclosure is correct and that I am duly authorised to make this disclosure by

all persons for whom it is made.

Signature of director or officer:

Date of signature:

28/09/2021

or

Signature of person authorised to sign on behalf of director or officer:

Date of signature:

Name and title of authorised person:

---

To NZX Limited; and
Name of listed issuer:

General Capital LimitedGeneral Capital Limited

Date this disclosure made:

28/09/202128/09/2021

Date of last disclosure:

4/08/20204/08/2020

Director or senior manager giving disclosure

Full name(s):

Brent Douglas KingBrent Douglas King

Name of listed issuer:

General Capital LimitedGeneral Capital Limited

Name of related body corporate (if applicable):

N/AN/A

Position held in listed issuer:

DirectorDirector

Summary of acquisition or disposal of relevant interest (excluding specified derivatives)

Class of affected quoted financial products:

Nature of the affected relevant interest(s):

For that relevant interest-

Number held in class before acquisition or disposal:

Number held in class after acquisition or disposal:

Current registered holder(s):

Registered holder(s) once transfers are registered:

Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)

Type of affected derivative:

(a) June 2023 Warrants

(b) June 2024 Warrants

Class of underlying financial products:Ordinary Shares

Details of affected derivative-

The notional value of the derivative (if any) or the notional

amount of underlying financial products (if any):

(a) 4,250,000 June 2023

Warrants

(b) 4,250,000 June 2024

Warrants

(conversion ratio of one

ordinary share for every one

warrant held if exercised)

A statement as to whether the derivative is cash settled or

physically settled:

Cash Settled

Maturity date of the derivative (if any):

(a) Last exercise date of

30/06/2023

(b)Last exercise date of

30/06/2024

Expiry date of the derivative(if any):

(a) Last exercise date of

30/06/2023

(b)Last exercise date of

30/06/2024

The price specified in the terms of the derivative (if any):

(b) 8.00 cents per share on

the exercise of each warrant

(b) 9.00 cents per share on

the exercise of each warrant

Any other details needed to understand how the amount of

the consideration payable under the derivative or the value

of the derivative is affected by the value of the underlying

financial products:

N/A

Ongoing Disclosure Notice

Disclosure of Directors and Senior Managers Relevant Interests

Sections 297(1) and 298(1), Financial Markets Conduct Act 2013

For that derivative,-
Parties to the derivative: Brent Douglas King

If the director or senior manager is not a party to the

derivative, the nature of the relevant interest in the

derivative:

N/A

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates:

2 Transactions: (a) Issue of

June 2023 Warrants and (b)

Issue of June 2024 Warrants.

Details of transactions requiring disclosure-

Date of transaction:27/09/2021

Nature of transaction:

Brent King in his capacity as a

senior manager of General

Capital Limited was issued:

(a) 4,250,000 June 2023

Warrants.

(b) 4,250,000 June 2024

Warrants.

Name of any other party or parties to the transaction (if

known):N/A

The consideration, expressed in New Zealand dollars, paid

or received for the acquisition or disposal. If the

consideration was not in cash and cannot be readily by

converted into a cash value, describe the consideration:

No Consideration

Number of financial products to which the transaction

related:

(a) 4,250,000

(b) 4,250,000

Whether relevant interests were acquired or disposed of

during a closed period:

N/A - Issue of Warrants

approved by the Board in

accordance with shareholder

resolution dated 3/09/21.

Whether prior written clearance was provided to allow the

acquisition or disposal to proceed during the closed period:

N/A

Date of the prior written clearance (if any):N/A

Summary of other relevant interests after acquisition or disposal:

1

Class of quoted financial products:

Ordinary SharesOrdinary Shares

Nature of relevant interest:

Registered owner and

beneficial owner

Brent King as sole director of

Barter Investments Limited

has the power to exercise the

rights (including voting rights)

of the General Capital Limited

Ordinary Shares held by

Barter Investments Limited.

For that relevant interest,-

Number held in class:

21,948,650 3,562,470

Current registered holder(s):

Brent Douglas King

Barter Investments Limited

2

Class of quoted financial products:

GENWB Warrants

Nature of relevant interest:

Registered owner and

beneficial owner

For that relevant interest,-

Number held in class:

53,897,300

If the issuer has a financial products trading policy that prohibits directors or senior managers from trading during any period

without written clearance (a closed period) include the following details—

Current registered holder(s):
Brent Douglas King

The notional value of the derivative (if any) or the notional

amount of underlying financial products (if any):

53,897,300 GENWB warrants

(conversion ratio of one

ordinary share for every one

warrant held if exercised)

A statement as to whether the derivative is cash settled or

physically settled:

Cash Settled

Maturity date of the derivative (if any):

Last exercise date of

30/11/2021

Expiry date of the derivative (if any):

Last exercise date of

30/11/2021

The price's specified terms (if any):

9.00 cents per share on the

exercise of each warrant

Any other details needed to understand how the amount of

the consideration payable under the derivative or the value

of the derivative is affected by the value of the underlying

financial products:

N/A

For that derivative relevant interest,-

Parties to the derivative: Brent Douglas King

If the director or senior manager is not a party to the

derivative, the nature of the relevant interest in the

derivative:

N/A

Certification

I, certify that, to the best of my knowledge and belief, the

information contained in this disclosure is correct and that I

am duly authorised to make this disclosure by all persons

for whom it is made.

Signature of director or officer:

Date of signature:28/09/2021

or

Signature of person authorised to sign on behalf of director

or officer:

Date of signature:

Name and title of authorised person:

---

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests

Sections 297(1) and 298(1), Financial Markets Conduct Act 2013

To NZX Limited; and

Name of listed issuer:

General Capital Limited

Date this disclosure made:

28/09/2021

Date of last disclosure:

3/10/2019

Director or senior manager giving disclosure

Full name(s):

Graeme Iain Brown

Name of listed issuer:

General Capital Limited

Name of related body corporate (if applicable):

N/A

Position held in listed issuer:

Director

Summary of acquisition or disposal of relevant interest (excluding specified derivatives)

Class of affected quoted financial products:

Ordinary Shares

Nature of the affected relevant interest(s):

Relevant interest in ordinary shares in General Capital Limited

held and beneficially owned by Belian Holdings Limited.

Graeme Iain Brown has a relevant interest in the ordinary

shares beneficially owned by Belian Holdings Limited by virtue

of holding and having the power to exercise the right to vote

attaching to, and the power to dispose of, 20% or more of the

voting products of Belian Holdings Limited.

For that relevant interest-

Number held in class before acquisition or disposal:

12,377,869

Number held in class after acquisition or disposal:

96,981 (including relevant interest in 96,981 calculated in

accordance with s275 of FMCA in relation to holding of

18,755,738 GENWB:NZX Warrants).

Current registered holder(s):

Belian Holdings Limited

Registered holder(s) once transfers are registered:

Belian Holdings Limited

Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)

Type of affected derivative:

Class of underlying financial products:

Details of affected derivative-

The notional value of the derivative (if any) or the notional amount of underlying financial

products (if any):

A statement as to whether the derivative is cash settled or physically settled:

Maturity date of the derivative (if any):

Expiry date of the derivative(if any):

The price specified in the terms of the derivative (if any):

Any other details needed to understand how the amount of the consideration payable under

the derivative or the value of the derivative is affected by the value of the underlying financial

products:

For that derivative,-

Parties to the derivative:

If the director or senior manager is not a party to the derivative, the nature of the relevant

interest in the derivative:

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates: 1

Details of transactions requiring disclosure-

Date of transaction:27/09/2021

Nature of transaction: Off-market sale of ordinary shares.

Name of any other party or parties to the transaction (if known):Borneo Capital Limited.

The consideration, expressed in New Zealand dollars, paid or received for the acquisition or

disposal. If the consideration was not in cash and cannot be readily by converted into a cash

value, describe the consideration:$742,672.14 (6.0 cents per share)

Number of financial products to which the transaction related: 12,377,869

If the issuer has a financial products trading policy that prohibits directors or senior managers

from trading during any period without written clearance (a closed period) include the following

details—

Whether relevant interests were acquired or disposed of during a closed period:Yes
Whether prior written clearance was provided to allow the acquisition or disposal to proceed

during the closed period:

Yes

Date of the prior written clearance (if any):

27/09/2021

Summary of other relevant interests after acquisition or disposal:

Class of quoted financial products:GENWB Warrants

Nature of relevant interest:

Relevant interest in GENWB Warrants held and beneficially

owned by Belian Holdings Limited. Graeme Iain Brown has a

relevant interest in the GENWB Warrants beneficially owned

by Belian Holdings Limited by virtue of holding and having the

power to exercise the right to vote attaching to, and the power

to dispose of, 20% or more of the voting products of Belian

Holdings Limited.

For that relevant interest,-

Number held in class:18,755,738

Current registered holder(s):Belian Holdings Limited

For a derivative relevant interest,-

Type of derivative:GENWB Warrants

Details of derivative,-

The notional value of the derivative (if any) or the notional amount of underlying financial

products (if any):

18,755,738 GENWB warrants (conversion ratio of one ordinary

share for every one warrant held if exercised)

A statement as to whether the derivative is cash settled or physically settled:Cash Settled

Maturity date of the derivative (if any):Last exercise date of 30/11/2021

Expiry date of the derivative (if any):Last exercise date of 30/11/2021

The price's specified terms (if any):9.00 cents per share on the exercise of each warrant

Any other details needed to understand how the amount of the consideration payable under

the derivative or the value of the derivative is affected by the value of the underlying financial

products:

N/A

For that derivative relevant interest,-

Parties to the derivative:

Belian Holdings Limited

If the director or senior manager is not a party to the derivative, the nature of the relevant

interest in the derivative:

Relevant interest in 18,155,738 GENWB warrants issued to,

held and beneficially owned by Belian Holdings Limited.

Graeme Iain Brown has a relevant interest in the warrants

beneficially owned by Belian Holdings Limited by virtue of

holding and having the power to exercise the right to vote

attaching to, and the power to dispose of, 20% or more of the

voting products of Belian Holdings Limited.

Beneficial interest in 600,000 GENWB warrants issued to and

held by Belian Holdings Limited as bare trustee for Graeme

Iain Brown

Certification

I, certify that, to the best of my knowledge and belief, the information contained in this

disclosure is correct and that I am duly authorised to make this disclosure by all persons for

whom it is made.

Signature of director or officer:

Date of signature:

28/09/2021

or

Signature of person authorised to sign on behalf of director or officer:

Date of signature:

Name and title of authorised person:

---

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests

Sections 297(1) and 298(1), Financial Markets Conduct Act 2013

To NZX Limited; and

Name of listed issuer:

General Capital Limited

Date this disclosure made:

28/09/2021

Date of last disclosure:

3/10/2019

Director or senior manager giving disclosure

Full name(s):

Jonathan Clark

Name of listed issuer:

General Capital Limited

Name of related body corporate (if applicable):

N/A

Position held in listed issuer:

Chief Financial Officer / Company Secretary

Summary of acquisition or disposal of relevant interest (excluding specified derivatives)

Class of affected quoted financial products:

Nature of the affected relevant interest(s):

For that relevant interest-

Number held in class before acquisition or disposal:

Number held in class after acquisition or disposal:

Current registered holder(s):

Registered holder(s) once transfers are registered:

Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)

Type of affected derivative:

(a) June 2023 Warrants

(b) June 2024 Warrants

Class of underlying financial products:

Ordinary Shares

Details of affected derivative-

The notional value of the derivative (if any) or the notional amount of underlying financial

products (if any):

(a) 4,250,000 June 2023 Warrants

(b) 4,250,000 June 2024 Warrants

(conversion ratio of one ordinary share for every one warrant held if exercised)

A statement as to whether the derivative is cash settled or physically settled:Cash Settled

Maturity date of the derivative (if any):

(a) Last exercise date of 30/06/2023

(b)Last exercise date of 30/06/2024

Expiry date of the derivative(if any):

(a) Last exercise date of 30/06/2023

(b)Last exercise date of 30/06/2024

The price specified in the terms of the derivative (if any):

(b) 8.00 cents per share on the exercise of each warrant

(b) 9.00 cents per share on the exercise of each warrant

Any other details needed to understand how the amount of the consideration payable

under the derivative or the value of the derivative is affected by the value of the

underlying financial products:

N/A

For that derivative,-

Parties to the derivative:

Jonathan Clark

If the director or senior manager is not a party to the derivative, the nature of the

relevant interest in the derivative:

N/A

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates:

2 Transactions: (a) Issue of June 2023 Warrants and (b) Issue of June 2024 Warrants.

Details of transactions requiring disclosure-

Date of transaction:

27/09/2021

Nature of transaction:

Jonathan Clark in his capacity as a senior manager of General Capital Limited was

issued:

(a) 4,250,000 June 2023 Warrants.

(b) 4,250,000 June 2024 Warrants.

Name of any other party or parties to the transaction (if known):

N/A

The consideration, expressed in New Zealand dollars, paid or received for the

acquisition or disposal. If the consideration was not in cash and cannot be readily by

converted into a cash value, describe the consideration:

No Consideration

Number of financial products to which the transaction related:

(a) 4,250,000

(b) 4,250,000

If the issuer has a financial products trading policy that prohibits directors or senior

managers from trading during any period without written clearance (a closed period)

include the following details—

Whether relevant interests were acquired or disposed of during a closed period:

N/A - Issue of Warrants approved by the Board in accordance with shareholder

resolution dated 3/09/21.

Whether prior written clearance was provided to allow the acquisition or disposal to

proceed during the closed period:

N/A

Date of the prior written clearance (if any):N/A

Summary of other relevant interests after acquisition or disposal:
1

Class of quoted financial products:Ordinary Shares

Nature of relevant interest:

Registered owner and beneficial owner

For that relevant interest,-

Number held in class:181,265

Current registered holder(s):Jonathan Clark

2

Class of quoted financial products:GENWB Warrants

Nature of relevant interest:

Registered owner and beneficial owner

For that relevant interest,-

Number held in class:6,505,232

Current registered holder(s):Jonathan Clark

The notional value of the derivative (if any) or the notional amount of underlying financial

products (if any):

6,505,232 GENWB warrants (conversion ratio of one ordinary share for every one

warrant held if exercised)

A statement as to whether the derivative is cash settled or physically settled:Cash Settled

Maturity date of the derivative (if any):Last exercise date of 30/11/2021

Expiry date of the derivative (if any):Last exercise date of 30/11/2021

The price's specified terms (if any):9.00 cents per share on the exercise of each warrant

Any other details needed to understand how the amount of the consideration payable

under the derivative or the value of the derivative is affected by the value of the

underlying financial products:

N/A

For that derivative relevant interest,-

Parties to the derivative:

Jonathan Clark

If the director or senior manager is not a party to the derivative, the nature of the

relevant interest in the derivative:

N/A

Certification

I, certify that, to the best of my knowledge and belief, the information contained in this

disclosure is correct and that I am duly authorised to make this disclosure by all persons

for whom it is made.

Signature of director or officer:

Date of signature:

28/09/2021

or

Signature of person authorised to sign on behalf of director or officer:

Date of signature:

Name and title of authorised person:

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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