Capital Change Notice

Capital Change Notice



Section 1: Issuer information
Name of issuer Pacific Edge Limited
NZX ticker code PEB
Class of financial product Options to acquire ordinary shares
ISIN (If unknown, check on NZX website) NZPEBE0002S1
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed
A total of 679,646 options to acquire
ordinary shares in Pacific Edge Limited
(Company) vesting in three tranches, with
the first tranche to vest on the second
anniversary of the issue date (Year 2
Options) with the two further tranches
vesting on the following two anniversaries
(being Year 3 Options and Year 4
Options respectively).
Nominal value (if any) Not applicable

Issue/acquisition/redemption price per security Options are issued for nil consideration.
Exercise price of:
o NZD$0.53 per share for the Year 2
Options;
o NZD$0.59 per share for the Year 3
Options; and
o NZD$0.64 per share for the Year 4
Options,
Which is payable on exercise of the
underlying Options
Nature of the payment (for example, cash or other
consideration)
To exercise any of the Options, cash
consideration of:
 NZD$0.53 per share for the Year 2
Options;
 NZD$0.59 per share for the Year 3
Options; and
 NZD$0.64 per share for the Year 4
Options,
is payable on the exercise of the relevant
underlying Options (Cash Option).
The Option holder will have the option to
elect a cashless settlement in which case
the Company will issue to the Option holder
a lesser number of shares calculated as:
(i) the number of shares specified in the
relevant option notice; less
(ii) an amount equal to the total exercise
price for the relevant options divided by the
volume weighted average price of the
Company's shares traded through the NZX
Main Board over the trading day before the
Option holder's exercise of the Options

(such amount represented as a number of
shares rather than a dollar value, and
rounded down to the nearest share)
(Non-Cash Option).
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
Pacific Edge currently has a total of
810,365,218 ordinary shares on issue.
This issue of Options represents 0.084% of
the total ordinary shares on issue (being
the percentage should Options vest and be
exercised).
For an issue of Convertible Financial Products or Options,
the principal terms of Conversion (for example the
Conversion price and Conversion date and the ranking of the
Financial Product in relation to other Classes of Financial
Product) or the Option (for example, the exercise price and
exercise date)
Subject to the continuous employment of the
Option holder with the Company or a
subsidiary (other than as a result of death or
disability), the Options vest in three equal
tranches with the first tranche vesting on the
second anniversary of the issue date and
the further two tranches vesting on the
following two anniversaries.

Options must be exercised within 4 years of
the relevant vesting date, unless the
relevant option holder ceases to be an
employee of the Company (or a subsidiary)
other than as a result of permanent
retirement, death or disability in which case
all Options that have vested must be
exercised within two months of the date on
which the relevant option holder ceases to
be employed.

If the relevant option holder's employment
ceases (other than by reason of death or
disability) vesting will occur in accordance
with the terms set out in the relevant option
agreement. If the option holder dies or
ceases employment with the Company or a
subsidiary of the Company due to disability
then all of the Options that have not yet
vested will immediately vest in the option
holder as at the date of death or disability.

Cash consideration payable on issue of the
Options (on the terms of the Cash option set
out above), but the Option holder will have
the option to elect a cashless settlement (on
the terms of the Non-Cash Option set out
above).
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of options in connection with Pacific
Edge Limited's long term incentive plan for
employees
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial Products
of the Class held as Treasury Stock after the
issue/acquisition/redemption.
Total ordinary shares on issue:
810,365,218. Total options to acquire
ordinary shares on issue: 18,634,184

Capital Change Notice

In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the
issue, acquisition, or redemption is made
Board resolution dated 22 April 2023 and
Listing Rule 4.6.1
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
New ordinary shares issued upon exercise
of the Options will rank equally in all
respects with the ordinary shares already
on issue.
Date of issue/acquisition/redemption 24 April 2023
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Grant Gibson (CFO)
Contact person for this announcement Grant Gibson (CFO)
Contact phone number + 3 479 5800
Contact email address grant.gibson@pelnz.com
Date of release through MAP

3 May 2023