Completion of Cromwell Acquisitions

Market Announcement
30 August 2024

COMPLETION OF CROMWELL ACQUISITIONS

Promisia Healthcare Limited (Promisia) (NZX: PHL) is pleased to advise that it has today completed
the purchase of Golden View Lifestyle Village and Ripponburn Home and Hospital in Cromwell
(Cromwell Acquisition).
Issue of convertible notes
As part of the consideration for the Cromwell Acquisition (and approved by Promisia shareholders
on 31 July 2024), Promisia has issued six (6) million unquoted convertible notes to Rivercrest
Cromwell Limited, the vendor of the Golden View Lifestyle Village.
Issue of the final shares and warrants under capital raise
In addition, Promisia can advise that today, as part of the capital raise announced on 2 July 2024,
Promisia issued the last tranche of shares and warrants, being 725 million fully paid ordinary shares
and 725 million quoted warrants to fully allot the capital raise.
Please see attached three capital change notices relating to the above issuances.
Promisia looks forward to updating shareholders at the annual shareholders meeting on 25
September 2024.
ENDS

Authority for this announcement:
Rhonda Sherriff, Chair, Promisia Healthcare Limited
For more information, please contact:
Francisco Rodriguez Ferrere, General Manager – Finance, Promisia Healthcare Limited
Phone: +64 21 245 1801 or email: Francisco.rf@promisia.co.nz
About Promisia Healthcare
Promisia is a New Zealand based aged care and retirement living provider, with a focus on delivering
quality personalised care. Our aim is to be the aged care provider of choice in our communities. Our
facilities are located in well-established and well serviced towns and metropolitan areas. Our goal is
to profitably grow our business in a sustainable manner, delivering quality care to our residents,
peace of mind to their families and whanau, and excellent value to our villages, community and
shareholders. Promisia is listed on the NZX (NZX: PHL). http://www.promisia.co.nz.

---

Capital Change Notice

Updated as at June 2023



Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A, Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information
Name of issuer Promisia Healthcare Limited
NZX ticker code PHL
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZPRPE0001S5
Currency NZD
Section 2: Capital change details
Number issued 725,000,000
Nominal value (if any) N/A
Issue price per security $0.001
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) Fully paid
Percentage of total class of Financial Products issued
(calculated on the number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

2.84%
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)
N/A
Reason for issue and specific authority for issue (the reason
for change must be identified here)
Issue of ordinary shares in
connection with the settlement
of PHL’s capital raising as first
announced to the market on 2
July 2024.
Authorised for issue under
NZX Listing Rule 4.5.1.
Total number of Financial Products of the Class after the issue
(excluding Treasury Stock) and the total number of Financial
Products of the Class held as Treasury Stock after the issue.
26,271,808,487
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Listing Rule 4.5.1 and Board
Resolutions.

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
Issue of new ordinary shares in
PHL which rank equally with all
other fully paid ordinary
shares.
Date of issue
2
30/08/2024
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Francisco Rodriguez Ferrere
Contact person for this announcement Francisco Rodriguez Ferrere
Contact phone number 021 245 1801
Contact email address info@promisia.co.nz
Date of release through MAP

30/08/24




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

---

Capital Change Notice

Updated as at June 2023


Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A, Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information
Name of issuer Promisia Healthcare Limited
NZX ticker code PHLWA
Class of financial product Warrants
ISIN (If unknown, check on NZX website) NZPHLE0002S3
Currency NZD
Section 2: Capital change details
Number issued 725,000,000
Nominal value (if any) N/A
Issue price per security The Warrants have been
issued for non-cash
consideration.
Nature of the payment (for example, cash or other
consideration)
The non-cash consideration for
the Warrants is participating in
the share purchase plan and
placements offer as previously
announced on 2 July 2024.
One (1) Warrant is issued for
each new share allotted under
that offer.
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products issued
(calculated on the number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1


18.125%
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)
Exercise: Any time on or
before the Expiry Date.
Expiry Date: 24 March 2027
Exercise Price: $0.002
Ranking: Any ordinary shares
issued on the exercise of the
Warrants will rank equally in all
respects with all other ordinary
shares on issue in PHL.
Reason for issue and specific authority for issue (the reason
for change must be identified here)
Issue of Warrants in
connection with the settlement
of PHL’s share purchase plan
and placements offer
announced on 2 July 2024.

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Authorised for issue under
NZX Listing Rule 4.5.1.
Total number of Financial Products of the Class after the issue
(excluding Treasury Stock) and the total number of Financial
Products of the Class held as Treasury Stock after the issue.
4,725,000,000
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
NZX Listing Rule 4.5.1 and
Board resolutions.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
The Warrants are issued in
accordance with the terms set
out in the Warrant Terms of
Issue.
Date of issue
2
30/08/2024
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Francisco Rodriguez Ferrere
Contact person for this announcement Francisco Rodriguez Ferrere
Contact phone number 021 245 1801
Contact email address info@promisia.co.nz
Date of release through MAP

30/08/2024




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

---

Capital Change Notice

Updated as at June 2023

Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A, Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information
Name of issuer Promisia Healthcare Limited
NZX ticker code PHL
Class of financial product Unquoted Convertible Notes
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued 6,000,000
Nominal value (if any) $6,000,000
Issue price per security $1.00
Nature of the payment (for example, cash or other consideration) The Unquoted Convertible Notes
(Notes) are being issued in part
payment of the purchase price
under the Sale and Purchase
Agreement with Rivercrest
Cromwell Limited for the
acquisition of Golden View
Lifestyle Village dated 24 April
2024 (SPA).
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products issued (calculated on
the number of Financial Products of the Class, excluding any
Treasury Stock, in existence)
1

100%
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)
Conversion: The Notes can
convert into ordinary shares in
PHL (Shares) at the discretion of
the noteholder from the date of
the issue of the Notes (Grant
Date) on the following terms:
• Tranche 1 (2.5 million notes):
at any time before the one-
year anniversary date of the
Grant Date.
• Tranche 2 (3.5 million notes):
at any time before the four-
year anniversary of the Grant
Date.
Conversion Price: $0.001 per
share.
Ranking: The Shares in PHL
issued on the conversion of the
Notes will rank equally in all

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

respects with all other Shares in
PHL quoted on the NZX Main
Board.
Maturity Date:
• Tranche 1: 28 August 2025.
• Tranche 2: 28 August 2028.
Any Notes not converted prior to
the respective Maturity Date will
be redeemed by PHL at the Issue
Price and those Notes will be
cancelled and of no further effect.
Reason for issue and specific authority for issue (the reason for
change must be identified here)
Partial consideration under the
SPA. Authorised by Board
resolution of PHL and approved
by shareholders under Listing
Rule 4.2.1.
Total number of Financial Products of the Class after the issue
(excluding Treasury Stock) and the total number of Financial
Products of the Class held as Treasury Stock after the
issue/acquisition/redemption.
6,000,000
In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
N/A
Specific authority for the issue, including a reference to the rule
pursuant to which the issue, acquisition, or redemption is made
Authorised by Board resolution of
PHL and approved by
shareholders under Listing Rule
4.2.1.
Terms or details of the issue (for example: restrictions, escrow
arrangements)
As set out above and as
otherwise provided in the
convertible note agreement
constituting the Notes.
Date of issue/acquisition/redemption
2
30/08/2024
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Francisco Rodriguez Ferrere
Contact person for this announcement Francisco Rodriguez Ferrere
Contact phone number 021 245 1801
Contact email address info@promisia.co.nz
Date of release through MAP

30/08/2024




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).