Being AI Limited (BAI) – Price Enquiry

NZX Limited
Level 1, NZX Centre
11 Cable Street
PO Box 2959
Wellington 6140
New Zealand
Tel +64 4 472 7599

www.nzx.com


Memorandum

To:
Market Participants

From:
NZ RegCo

Date:
Thursday, 4 April 2024
Subject:
Being AI Limited (BAI) – Price Enquiry

Message:
Please see attached documentation relating to a share price enquiry in Being AI Limited ("BAI") Ordinary
Shares by NZ RegCo ("REGCO").

Investors are encouraged to access and consider the information relevant to the recent reverse listing
transaction of BAI, in support of any investment decisions. That information includes the listing profile of
the Being AI Group, and an Independent Appraisal Report which assessed both the merits and fairness
of the reverse listing transaction and the profile and valuation of the Being AI group businesses being
acquired. That information can be accessed at:
https://www.nzx.com/companies/BAI/documents


ENDS

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WGN
Level 1
11 Cable Street
Wellington 6011
New Zealand
PO Box 2959
P +64 4 472 7599
AKL
Level 15
45 Queen Street
Auckland 1010
New Zealand
PO Box 106 555
P +64 9 368 1375





4 April 2024

Paul Shale
Chief Marketing Officer
Being AI Limited

By email: paul@beingconsultants.ai

Dear Paul,

Being AI Limited (BAI) – Price Enquiry

We write with respect to the continuous disclosure obligations set out in the Listing Rules (Rules).
Listing Rule 3.1.1 (the rule) is set out in the Schedule attached to this letter. In summary, the rule
requires issuers to immediately disclose any Material Information to NZX. The rule provides limited
exceptions to this obligation. Material Information does not need to be disclosed where a
reasonable person would not expect the information to be disclosed and where the information is
confidential and its confidentiality is maintained and where one of five safe harbours applies under
Rule 3.1.2.
We note the information released to market on 11 March 2024, in advance of the shareholder
meeting in relation to the reverse takeover of the Being AI group (Transaction) held on 28 March
2024. That information included (among other materials):
(i) a listing profile on the Being AI group, and
(ii) an independent appraisal report prepared by Armillary Limited, which assessed both
the merits and fairness of the Transaction and the profile and valuation of the Being AI
group businesses being acquired in the Transaction, with the consideration for those
acquisitions based on a share price of $0.025 per share.
The price of BAI has increased from $0.017 being its first trade on Tuesday 2 April, to a current
bid-offer spread of $0.06-$0.07, and a last sale of $0.05 at the time of writing. The last sale
represents a price move of 194%, and the best bid, a potential price move of 253%.
Given the price move detailed above, please advise NZ RegCo whether BAI continues to comply
with Listing Rule 3.1.1.
We would appreciate it if you could provide NZ RegCo with an answer to the above question
(email: surveillance@nzregco.com) before 2:00 pm on today.
Please provide your response to this letter in “PDF” format, and note that it will be published in full
to the market.
Kind Regards,
Phil Solarz
Head of Surveillance
NZ RegCo Surveillance

2
SCHEDULE

3.1 Disclosure of Material Information
3.1.1 Once an issuer becomes Aware of any Material Information relating to it, the Issuer must:
a) Promptly and without delay release that Material Information through MAP, and
b) Not disclose any Material Information to the public, any other stock exchanges (except as
provided for in Rule 3.26.2(d)) or any other party without first releasing that Material
Information through MAP.

3.1.2 Rule 3.1.1 does not apply when:
(a) One or more of the following applies:
i) Release of the information would be a breach of the law,
ii) The information concerns an incomplete proposal or negotiation,
iii) The information contains matters of supposition or is insufficiently definite to warrant
disclosure
iv) The information is generated for internal management purposes, or
v) The information is a trade secret,
(b) The information is confidential and its confidentiality is maintained, and
(c) A reasonable person would not expect the information to be disclosed.

3.2 False Market
3.2.1 An Issuer must promptly and without delay release Material Information through MAP to
the extent necessary to prevent development or subsistence of a market for its Quoted
Financial Products which is materially influenced by false or misleading information
emanating from:
a. the Issuer or any Associated Person of the Issuer, or
b. other persons in circumstances in each case which would give such information
substantial credibility,
and which is of a reasonably specific nature whether or not Rule 3.1.2 applies.

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Phil Solarz
Head of Surveillance
NZ RegCo
Level 1, NZX Centre
11 Cable Street
Wellington 6011
New Zealand


Dear Phil


Being AI Limited - Price Enquiry

Thank you for your letter of 4 April.

We confirm that BAI continues to comply with Listing Rule 3.1.1.

Yours sincerely

pp.

Sean Joyce
Chair - Being AI Limited