Pacific Edge Opens $5.0 Million Share Purchase Plan

17 JULY 2025



PACIFIC EDGE OPENS $5.0 MILLION SHARE PURCHASE PLAN
DUNEDIN, New Zealand – Cancer diagnostics company Pacific Edge Limited (“Pacific Edge”,
the “Company”) (NZX, ASX: PEB) today announces the opening of its Share Purchase Plan
(“SPP”) to raise $5.0 million.
This SPP is further to the announcement on 3 June 2025 in respect of Pacific Edge’s successful
conditional placement (the “Placement”)
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of $16.1 million of new ordinary shares to certain
investors — $1.1 million more than originally sought — at a price of $0.10 per share to support
an aggregate capital raising of circa $21.0 million. The Placement is conditional on shareholder
approval, which is to be sought at the Annual Shareholders’ Meeting on 6 August 2025. The
issue of shares under the SPP is conditional on the Placement becoming unconditional.
The SPP is open to “Eligible Shareholders”, who are all persons recorded on Pacific Edge’s
share register at 7:00pm NZT on 11 July 2025 as being a holder of Pacific Edge shares and
who have an address in New Zealand.
Eligible Shareholders are able apply for up to a maximum of $50,000 of new shares per
shareholder at $0.10 per share, the same price per share offered to investors that took part in
the Placement. Pacific Edge can elect to accept oversubscriptions at its absolute discretion to
ensure that it has sufficient flexibility to cater for demand from its retail shareholder base.
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The new shares to be issued under the SPP and Placement (subject to those offers becoming
unconditional) are expected to be allotted on 13 August 2025 and will rank equally with existing
Pacific Edge shares on issue on the allotment date. Pacific Edge envisages using the new
capital to:
 Extend cash runway to support operations for over 12 months without Medicare
coverage, and without reductions in its cost base, while pursuing re-coverage;
 Accelerate adoption of Triage in the US with its February 2025 inclusion in the
American Urological Association (AUA) microhematuria guideline as a catalyst for
sales, marketing and reimbursement;
 Continue generating clinical evidence in an AV, CV and CU
3
framework for coverage,
guidelines and medical policy for Triage Plus and Monitor Plus; and
 Invest in innovation and product development for In Vitro Diagnostic (IVD) kits to
support entry into international markets in a decentralised deployment model.

1
A separate Notice of Annual Shareholders’ Meeting is also being released to the NZX and ASX today
detailing the resolutions to be put to shareholders including the resolution relating to the Placement.
2
Pacific Edge also reserves the right to scale oversubscriptions under the SPP. If it does so,
oversubscriptions will be scaled according only to the number of shares held by applicants under the
SPP at 7.00pm NZT on 11 July 2025.
3
AV: Analytical Validity: CV: Clinical Validity; CU: Clinical Utility.

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Pacific Edge Chairman Chris Gallaher said: “The inclusion of Cxbladder Triage in the AUA
guideline has allowed the company to view the Medicare non-coverage determination that
came into effect in April 2025 differently.
“The Company has a strong desire to use those guidelines to build on the commercial
momentum already established. The robust evidence emerging from its clinical evidence
program is shifting clinical sentiment towards the broader adoption of Pacific Edge’s tests in
the US and further afield. Pacific Edge is determined not to lose that momentum, and it is for
this reason it is undertaking the capital raising,” Mr Gallaher said.
Eligible Shareholders can apply for shares under the SPP online at
www.pacificedge.capitalraise.co.nz or alternatively complete and return a hard copy
Application Form (which is available on request from Pacific Edge’s Share Registrar, MUFG
Pension & Market Services) before 7.00pm NZT on the Closing Date, which is Thursday 31
July 2025 (unless the SPP offer period is extended). Applications received after the Closing
Date may not be accepted.
To request a hard copy Application Form, please contact Pacific Edge’s Share Registrar:
MUFG Pension & Market Services
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
Telephone +64 9 375 5998
Email: enquiries.nz@cm.mpms.mufg.com

KEY DATES OF THE SPP*
DATE EVENT DESCRIPTION
7.00 pm on 11 July 2025 Record Date The date on which Eligible
Shareholders are determined.
17 July 2025 Opening Date Offer opens.
7.00 pm on 31 July 2025 Closing Date Offer closes. Applications and
payment must be received by no
later than 7.00 pm.
6 August 2025 Annual
Shareholders’
Meeting
Shareholders’ meeting to, amongst
other things, approve the Placement.
13 August 2025 Allotment Date and
commencement of
trading on NZX
Shares are allotted under the
Placement and the Offer.
Trading of the Shares is expected to
commence on the NZX Main Board
on the Allotment Date and on ASX on
the business day following the
Allotment Date.

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13 August 2025 Holding Statements Holding Statements are sent to
Applicants who are allotted Shares
under the Offer.
* Subject to the NZX and ASX Listing Rules and applicable laws, Pacific Edge reserves the right to alter any dates
for the SPP.
Released for and on behalf of Pacific Edge by Grant Gibson Chief Financial Officer.

For more information:
Investors: Media:
Dr Peter Meintjes Richard Inder
Chief Executive The Project
Pacific Edge P: +64 21 645 643
P: 022 032 1263
OVERVIEW
Pacific Edge: www.pacificedgedx.com
Pacific Edge Limited (NZX/ ASX: PEB) is a global cancer diagnostics company leading the way
in the development and commercialization of bladder cancer diagnostic and prognostic tests
for patients presenting with hematuria or surveillance of recurrent disease. Headquartered in
Dunedin, New Zealand, the company provides its suite of Cxbladder tests globally through its
wholly owned, and CLIA certified, laboratories in New Zealand and the USA.
Cxbladder: www.cxbladder.com
Cxbladder is a suite of non-invasive genomic urine tests optimized for the risk stratification of
urothelial cancer in patients presenting with microhematuria and those being monitored for
recurrent disease. The tests help improve the overall patient experience, while prioritizing time
and clinical resources to optimize practice workflow and improve efficiency.
Supported by over 20 years of research, Cxbladder’s evidence portfolio extends to more than
25 peer reviewed publications, and Cxbladder Triage is now included in the American
Urological Association’s Microhematuria Guideline. To drive increased adoption and improved
patient health outcomes, Cxbladder is the focal point of numerous ongoing and planned studies
designed to generate further clinical utility evidence.
Cxbladder is available in the US, Australasia, and Israel and in markets throughout Asia and
South America. In the US, the test has been used by over 5,000 urologists who have ordered
more than 130,000 tests. In New Zealand, Cxbladder is accessible to around 70% of the
population via public healthcare and all residents have the option of buying the test online.

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RETAIL OFFER


Pacific Edge Limited









17 July 2025
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
This is an important document. You should read the whole document before deciding whether to subscribe for
shares in Pacific Edge Limited. If you have any doubts as to what you should do, please consult your broker,
financial adviser, investment adviser or other professional advisor.

2

IMPORTANT INFORMATION
General information
This document has been prepared by Pacific Edge Limited (“Pacific Edge”) in connection with a retail offer of up
to $50,000 new ordinary shares in Pacific Edge (“Shares”) per Eligible Shareholder (“Offer”). You will be an
Eligible Shareholder only if you are recorded as the registered holder of Shares at 7.00pm on the Record Date
with an address in New Zealand.
The Offer is a “Share Purchase Plan” for the purposes of the NZX Listing Rules and is made to Eligible
Shareholders under the exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013. This
document is not a product disclosure statement, prospectus, or other disclosure document and does not contain
all of the information which may be required in order to make an informed investment decision about the Offer or
Pacific Edge.
Further important information
A presentation providing further important information in relation to Pacific Edge and the Offer was published by
Pacific Edge on 30 May 2025 (“Investor Presentation”). A copy of the Investor Presentation and other important
information released on 30 May 2025 are available at www.nzx.com and www.asx.com.au under the ticker code
“PEB”.
The Investor Presentation includes information about the rationale for the Placement and the Offer and explains in
more detail Pacific Edge’s growth strategy and a summary of certain key risks associated with Pacific Edge. The
information in the Investor Presentation is subject to the matters set out under “Important Information and
Disclaimer” on page 2 of the Investor Presentation.
You should read the Investor Presentation in full, as it contains important information to assist you in making an
investment decision in respect of the Offer. In particular, you should read and consider the risks set out on pages
26 to 29 of the Investor Presentation (“Key Risks”) before making an investment decision.
Additional information available under continuous disclosure obligations
Pacific Edge’s shares are quoted on both the NZX Main Board and as a foreign-exempt listing on the ASX. As
such, Pacific Edge is subject to continuous disclosure obligations under the Listing Rules. Market releases by
Pacific Edge, including its most recent financial statements, are available at www.nzx.com and www.asx.com.au
under stock code “PEB”. Pacific Edge may, during the Offer, make additional releases to NZX and ASX. To the
maximum extent permitted by law, no release by Pacific Edge to NZX or ASX will permit an applicant to withdraw
any previously submitted Application without Pacific Edge 's consent, whether or not there has been any
permissible variation of the Offer.
The market price for the Shares may change between the Opening Date, the date you apply for Shares under the
Offer, and the Allotment Date. Accordingly, the price paid for Shares issued under the Offer, being the Issue
Price, may be higher, equal to, or lower than the price at which Shares are trading on the NZX Main Board or ASX
at the time the Shares are issued under the Offer. The market price of new Shares following allotment may be
higher or lower than the Issue Price. Your Application, once submitted, is irrevocable and unconditional (it cannot
be withdrawn or cancelled) even if the market price of the Shares changes after you submit your Application.

3

Offering restrictions
This document is intended for use only in connection with the Offer to Eligible Shareholders. This document does
not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make
such an offer or invitation.
No action has been taken to permit an offering of the Shares in any jurisdiction outside New Zealand. The
distribution of this document in a jurisdiction outside New Zealand may be restricted by law and persons who
come into possession of it (including nominees, trustees or custodians) should seek advice on and observe any
such restrictions. No person may subscribe for, purchase, offer, sell, distribute or deliver the Shares, or be in
possession of, or distribute to any other person, any offering material or any documents in connection with the
Shares, in any jurisdiction other than in compliance with all applicable laws and regulations. In particular, this
document does not constitute an offer to sell, or a solicitation of an offer to buy, any Shares in the United States.
The offer and sale of the Shares have not been, and will not be, registered under the U.S. Securities Act of 1933
or the securities laws of any state or other jurisdiction of the United States and accordingly, the Shares may not
be offered, sold or otherwise transferred, directly or indirectly, in the United States, or to any person acting for the
account or benefit of a person in the United States (to the extent such person is acting for the account or benefit
of a person in the United States).
Pacific Edge may refuse any Application received from a person that it does not consider eligible to participate in
the Offer.
No guarantee
No person named in this document (nor any other person) guarantees the Shares to be issued under the Offer or
warrants the future performance of Pacific Edge or any return on any investment to be made in respect of the
Shares.
Decision to participate in the Offer
The information in this document does not constitute a recommendation to acquire Shares. Nor is it financial
advice, investment advice, or financial product advice. This document has been prepared without taking into
account the investment objectives, financial or taxation situation or particular needs of any applicant or investor.
Before deciding whether to invest in Shares under the Offer, you must make your own assessment of the risks
associated with an investment in Pacific Edge (including the Key Risks as set out in the Investor Presentation),
and consider whether such an investment is suitable for you having regard to publicly available information
(including the Investor Presentation), your personal circumstances and following consultation with a financial or
other professional adviser. Please read this document carefully and in full before making that decision.
Offer conditional on Placement
The Offer is conditional on the Placement becoming unconditional. The Offer of Shares under the Placement is
conditional on the Placement being approved by shareholders at Pacific Edge’s 2025 Annual Shareholders’
Meeting, which is to be held on Wednesday 6 August 2025. If the Placement does not become unconditional
then no Shares will be issued under the Offer.

4

Changes to the Offer
Subject to the Listing Rules and applicable laws, Pacific Edge reserves the right to alter the dates set out in this
document. Pacific Edge reserves the right to withdraw the Offer and the issue of the new Shares at any time
before the Allotment Date, at its absolute discretion. As set out in the Offer Terms and Conditions, Pacific Edge
may accept oversubscriptions, and if the Retail Offer is oversubscribed, scale back the number of New Shares to
be allotted under the Retail Offer to each applicant, at its complete discretion (provided that, where Pacific Edge
elects to apply scaling, it will do so by reference only to the number of fully paid Shares held by those Eligible
Shareholders accepting the Retail Offer on the Record Date).
Privacy
Any personal information you provide online or on the Application Form will be held by Pacific Edge and/or the
Share Registrar at the address set out in the Directory. In addition, Pacific Edge and/or the Share Registrar may
store your personal information in electronic form, including online storage or on a server or servers located in
New Zealand, Australia or elsewhere. This information will be used for the purposes of administering your
investment in Pacific Edge. This information will only be disclosed to third parties with your consent or if
otherwise required by law. Under the Privacy Act 2020 you have the right to access and correct any personal
information held about you.
Enquiries
Enquiries about the Offer should be directed to your broker, financial adviser, investment adviser or other
professional adviser. If you have any questions about the details on how to apply online or submit a hard copy
Application, please contact the Share Registrar, MUFG Pension & Market Services, as set out in the Directory.
Times, dollars and laws
All references to time in this document are to New Zealand time. Unless otherwise indicated, all references to $
are to New Zealand dollars. Unless otherwise stated, all references to legislation and regulations are to New
Zealand legislation and regulations. This document, the Offer and any contract arising from an Application under
the Offer are governed by the laws of New Zealand and each person who submits an Application submits to the
exclusive jurisdiction of the Courts of New Zealand.
Defined terms
Capitalised terms used in this document have the meaning given to them in the Glossary at the back of this
document or in the relevant section of this document.

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CHAIRMAN’S LETTER

17 July 2025
Dear Pacific Edge Shareholder,
PACIFIC EDGE LIMITED – RETAIL OFFER
On behalf of the Board of Directors of Pacific Edge, I am pleased to provide Eligible Shareholders the opportunity
to subscribe for Shares in Pacific Edge through this Retail Offer. Capitalised terms used in this document have
the meaning given to them in the Glossary at the back of this document or in the relevant section of this
document.
Eligible Shareholders are all persons who were recorded in Pacific Edge’s share register at 7:00pm NZT on 11
July 2025 as being a holder of Pacific Edge Shares and who have an address in New Zealand. The Retail Offer is
part of Pacific Edge’s equity raising initiative announced on 30 May 2025, whereby Pacific Edge undertook a $16
million placement of Shares to selected investors at $0.10 per Share (the "Placement"), subject to Pacific Edge
shareholder approval which is expected to be sought at the Annual Shareholders’ Meeting (“ASM”) on 6 August
2025.
Pacific Edge is seeking to raise up to $5 million under the Retail Offer. However, Pacific Edge can elect to accept
oversubscriptions at its absolute discretion to ensure that it has sufficient flexibility to cater for demand from its
retail shareholder base.
The capital raising is aimed at ensuring Pacific Edge has the cash reserves to capitalise on its recent clinical and
commercial milestones, grow in non-Medicare channels and regain Medicare coverage of its tests. Medicare
coverage of the company’s tests ceased after the ‘Genetic testing for Oncology; Specific Tests’ (L39365) Local
Coverage Determination became effective on 24 April 2025.
Specifically, Pacific Edge envisages using the new capital to:
 Extend cash runway to support operations for over 12 months without Medicare coverage, and without
reductions in its cost base, while pursuing re-coverage;
 Accelerate adoption of Triage in the US with its February 2025 inclusion in the American Urological
Association (AUA) microhematuria guideline as a catalyst for sales, marketing and reimbursement;
 Continue generating clinical evidence in an AV, CV and CU
1
framework for coverage, guidelines and
medical policy for Triage Plus and Monitor Plus; and
 Invest in innovation and product development for In Vitro Diagnostic (IVD) kits to support entry into
international markets in a decentralised deployment model.
Inclusion in the AUA guideline has allowed the company to view the non-coverage determination differently and
Pacific Edge has a strong desire to use those guidelines to build on the commercial momentum already
established. The robust evidence emerging from its clinical evidence program is shifting clinical sentiment towards
the broader adoption of Pacific Edge’s tests in the US and further afield. Pacific Edge is determined not to lose
that momentum, and it is for this reason it has undertaken the capital raising.
The Board considers that it is important to offer a Retail Offer to all Eligible Shareholders of Pacific Edge to
enable them to participate in the capital raising and acquire new Shares at the same price as the Placement.
Each Eligible Shareholder may elect to subscribe for up to $50,000 of new Shares, subject to scaling.
The price per Share under the Retail Offer will be $0.10c, being the price paid by investors in Pacific Edge’s
recent Placement. In addition, the Retail Offer provides Eligible Shareholders the opportunity to purchase
additional Shares in Pacific Edge without incurring brokerage or other transaction costs.

1
AV: Analytical Validity: CV: Clinical Validity; CU: Clinical Utility.

6

All of Pacific Edge’s Directors and senior management are participating in the capital raising at $0.10c per Share.
Details of the Retail Offer, including terms and conditions of the Retail Offer and an explanation of how you can
participate, are contained in this document. The Investor Presentation and other important information released
on 30 May 2025 are available at www.nzx.com and www.asx.com.au under the ticker code “PEB”.
We encourage you to read these documents carefully before you decide whether to participate. We also
encourage all Eligible Shareholders that wish to do so to apply online. Please note that if Pacific Edge receives
Applications in excess of $5 million (plus the total amount of oversubscriptions accepted by Pacific Edge, if any),
Applications may be scaled back on a proportionate basis in accordance with the number of Shares held by
applicants on the Record Date (being 7:00pm NZT on 11 July 2025).
The Retail Offer is conditional on Pacific Edge shareholder approval being received for the Placement at the
ASM.
We suggest that you seek financial, investment or other professional advice before making an investment
decision.
If you wish to participate in the Retail Offer, you must ensure that your Application (and, if you are a Custodian as
defined in clause 3 of the Terms and Conditions, your Custodian Certificate), is submitted to the Share Registrar
allowing sufficient time for it to be received by 7:00pm NZT on 31 July 2025. Online applications or Application
Forms returned by mail must be received by Pacific Edge’s Share Registrar, MUFG Pension & Market Services,
no later than 7:00pm NZT on 31 July 2025. Shares issued under the Retail Offer are expected to be allotted on or
around 13 August 2025, unless the Closing Date is extended.
On behalf of the Board, please consider this opportunity and we sincerely thank you for your ongoing support of
Pacific Edge.
Yours sincerely

Chris Gallaher
Chair
Pacific Edge Limited

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KEY DETALS

Eligibility You may participate in the Offer if you are a shareholder of Pacific Edge as at
7.00 pm (NZT) on the Record Date of 11 July 2025 and have a registered
address in New Zealand.
If you hold Shares on behalf of a person who resides outside New Zealand, you
may not participate in respect of that person. Without limiting the foregoing, you
may not participate in the Offer if you are or acting for the account or benefit of a
person in the United States.
You may not participate in the Offer if you have a registered address outside
New Zealand.
Equal participation Each Eligible Shareholder has the right to apply for the maximum value of new
Shares on the same terms as each other Eligible Shareholder.
Transferability The Offer is personal to you. It cannot be transferred to another person.
Application amount If you wish to participate in the Offer, you apply for a dollar amount of Shares,
not for a specified number of Shares.
You can apply for a minimum of $100.00 of new Shares and a maximum of
$50,000 of new Shares.
You will receive the number of Shares equal to the dollar amount of Shares you
have applied for divided by the Issue Price (subject to scaling, see below). If,
once divided by the Issue Price, the dollar amount of Shares you have applied
for (or are allocated) does not equal a whole number of Shares, the number of
Shares allotted to you will be rounded down to the nearest Share. Refunds will
not be paid for any fractional entitlements.
Issue Price The price of the new Shares to be issued under the Offer is $0.10 per Share. This
is the same as the issue price for Shares to be issued under the Placement.
No underwriting The Offer is not underwritten.
When to apply Applications must be received by 7.00 pm (NZT) on the Closing Date (31 July
2025, unless extended).
How to apply We encourage Eligible Shareholders to apply online at:
www.pacificedge.capitalraise.co.nz.
Alternatively, you can complete and return a hard copy Application Form (if
requested from the Share Registrar) in accordance with the instructions on the

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Application Form. To request a hard copy Application Form, please contact
Pacific Edge’s Share Registrar at the contact details set out in the Directory.
Please allow adequate time for mail deliveries, as Applications received after the
Closing Date may not be accepted.
Receiving your Shares You will receive your Shares on the Allotment Date (13 August 2025, unless the
Closing Date is extended).
Offer size and scaling Pacific Edge is seeking to raise up to $5 million under this Offer, with the ability
for Pacific Edge to accept oversubscriptions above $5 million at its discretion. If
Pacific Edge receives Applications in excess of $5 million in aggregate (plus the
total amount of oversubscriptions accepted by Pacific Edge, if any), your
Application may be scaled down.
If Applications are scaled, Pacific Edge will scale back the number of Shares to
be allotted under the Offer according only to the number of Shares held by
applicants on the Record Date.

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KEY DATES*


DATE EVENT DESCRIPTION
7.00 pm on 11 July 2025 Record Date The date on which Eligible Shareholders are
determined.
17 July 2025 Opening Date Offer opens.
7.00 pm on 31 July 2025 Closing Date Offer closes. Applications and payment must be
received by no later than 7.00 pm.
6 August 2025 Annual Shareholders’
Meeting
Shareholders’ meeting to, amongst other things,
approve the Placement.
13 August 2025 Allotment Date and
commencement of
trading on NZX
Shares are allotted under the Placement and the
Offer.
Trading of the Shares is expected to commence on
the NZX Main Board on the Allotment Date and on
ASX on the business day following the Allotment
Date.
13 August 2025 Holding Statements Holding Statements are sent to Applicants who are
allotted Shares under the Offer.

*Subject to the Listing Rules and applicable laws, Pacific Edge reserves the right to alter any dates for the Offer. If
Pacific Edge does so, then any reference in this document to an altered date will be deemed to be a reference to
that date as altered.

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QUESTIONS AND ANSWERS
These Questions and Answers are a summary only and you should refer to the Offer Terms and Conditions later
in this document for further information.

1. What is the Offer?
The Offer allows Eligible Shareholders to purchase up to $50,000 worth of additional Shares in Pacific Edge
without incurring brokerage or other transaction costs.
All Shares issued under the Offer will be of the same class as, and rank equally with, all Shares in Pacific Edge
on issue at the Allotment Date. It is a term of the Offer that Pacific Edge will take any necessary steps to ensure
that the Shares are, immediately after issue, quoted on the NZX Main Board. Pacific Edge also intends to ensure
that new Shares issued under the Offer are quoted on the ASX.

2. Am I eligible to participate?
You are eligible to participate in the Offer if:
(a) you were registered as a holder of Shares at 7.00 pm on 11 July 2025 (being the Record Date);
(b) your address recorded on the share register is in New Zealand; and
(c) you do not hold Shares on behalf of another person who resides outside of New Zealand.

3. How many Shares can I purchase?
Eligible Shareholders may apply for up to $50,000 of Shares under the Offer, subject to scaling. There is a
minimum subscription amount of $100.
Pacific Edge is inviting Applications for up to $5 million of Shares in aggregate. However, Pacific Edge can accept
oversubscriptions at its complete discretion. If Pacific Edge receives Applications in excess of $5 million (plus the
total amount of oversubscriptions accepted by Pacific Edge, if any), it may (at its complete discretion) scale back
Applications according only to the number of Shares held by applicants under the Offer on the Record Date.
If Applications are scaled, applicants will receive the number of Shares equal to the dollar amount of the
Application accepted (as scaled) divided by the Issue Price, and a refund of the balance of the relevant payment
amount. All refunds will be made without interest. Refunds will not be paid for any difference arising solely due to
rounding or where the aggregate amount of the refund payable is less than $5.00.

4. What is the Issue Price of the Shares?
The Issue Price of the Shares to be issued under the Offer is $0.10 per Share.

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The market price of the Shares may change between the date the Offer opens, the date you apply for Shares
under the Offer and the date on which Shares are allotted to you. As a result, the Issue Price may be higher,
equal to or lower than the price at which Pacific Edge’s Shares are trading on the NZX Main Board or ASX at the
time the Shares are allotted to you. There is no certainty that Shares will trade at or above the Issue Price
following the issue of Shares under the Offer. Therefore, you should seek your own financial advice in relation to
the Offer and your participation under it. The market price on the NZX Main Board is quoted on the NZX website:
www.nzx.com and the market price on ASX is quoted on the ASX website: www.asx.com.au.
Further information about Pacific Edge, including its most recent financial statements, can be obtained from
Pacific Edge’s website: www.pacificedgedx.com. You may obtain, free of charge, the most recent annual report
and financial statements of Pacific Edge by contacting Pacific Edge (for details, please refer to the Directory).
You are also recommended to monitor Pacific Edge’s market announcements through the NZX or ASX website.

5. Do I have to participate?
No - participation in the Offer is entirely voluntary. However, your shareholding in Pacific Edge will be diluted if
you do not participate in the Offer to a level that would maintain your proportionate shareholding. If you do not
wish to participate in the Offer, do nothing.

6. How do I apply for Shares under the Offer?
If you wish to participate in the Offer, we encourage you to apply online at www.pacificedge.capitalraise.co.nz,
and provide the correct payment in accordance with the online instructions. You will require your Shareholder
Number and Validation Number to apply online. Alternatively, a hard copy Application Form can be requested
from Pacific Edge’s Share Registrar, MUFG Pension & Market Services, using the contact details set out in the
Directory.
You must lodge your Application (together with payment) directly with the Share Registrar. All payments must be
made in New Zealand dollars. If the exact amount of money is not received by the Share Registrar by the Closing
Date, Pacific Edge reserves the right not to accept all or part of your payment. In those circumstances, Pacific
Edge will return your Application and refund all or part of your payment (without interest).
If your Application is rejected, all of the amounts paid will be refunded to you. If your Application is scaled back,
you will receive the number of Shares in respect of which your Application is accepted at the Issue Price and
receive a refund of the balance of the relevant payment amount. All refunds will be made without interest.
Refunds will not be paid for any difference arising solely due to rounding or where the aggregate amount of the
refund payable to you is less than $5.00.
Once submitted, you will not be able to withdraw or revoke your Application.

7. How many Shares will I receive?
Subject to scaling, you will receive the number of Shares equal to the dollar amount of Shares you have applied
for divided by the Issue Price. If, once divided by the Issue Price, the dollar amount of Shares you have applied

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for does not equal a whole number of Shares, the number of Shares allotted to you will be rounded down to the
nearest Share. Refunds will not be paid for any fractional entitlements.
If Pacific Edge receives Applications for Shares in excess of $5 million (plus the total amount of oversubscriptions
accepted by Pacific Edge, if any), it may (at its complete discretion) scale back the number of Shares to be
allotted to each applicant according only to the number of Shares held by applicants under the Offer on the
Record Date.

8. How long is the Offer open and when will I receive my Shares?
The Offer opens on 17 July 2025 and is expected to close at 7.00 pm on 31 July 2025, unless extended. If you
want to participate you should ensure that your Application and payment is received by the Share Registrar by
7.00 pm on the Closing Date. Applications or payments received after this time may not be accepted.
Online applications are encouraged. If you are returning your Application Form by mail, please allow adequate
time for mail deliveries.
You will receive Shares issued to you under the Offer on the Allotment Date, which is currently expected to be on
or around 13 August 2025. A statement confirming the number of Shares issued to you under the Offer will be
sent to you no later than 5 Business Days after the Allotment Date.
Pacific Edge may, subject to the Listing Rules and applicable laws, extend the Closing Date and the Allotment
Date.

9. Are there any conditions to the Offer?
Allotment of the Offer is conditional on the Placement becoming unconditional. The Placement is conditional on
shareholder approval. If the condition to the Offer is not satisfied, all application monies will be returned to
applicants, and no Shares will be allotted under the Offer. No interest will be payable on any monies returned to
applicants.
If the Placement does not become unconditional then no Shares will be issued under the Offer.

10. What if I own Shares through a trustee or Custodian or own Shares in
more than one capacity?
If you own Shares through a trustee or Custodian, then, subject to certain certification requirements and other
conditions, you may instruct the trustee or Custodian to purchase Shares on your behalf up to the $50,000 limit. If
you own Shares in more than one capacity (e.g. because you are a trustee or Custodian and also own Shares in
your own name), then you may either purchase Shares yourself or instruct your trustee or Custodian to purchase
Shares on your behalf. You may not do both.
If you are a Custodian, or hold shares through a Custodian, please refer to clauses 2 and 3 of the Offer Terms
and Conditions.

13

11. Is the Offer transferable to another person?
No. The Offer is personal to you and you may not transfer your right to purchase Shares under the Offer to
anyone else.

12. Will the Shares be quoted?
The Shares will be quoted on the NZX Main Board and ASX. The NZX Main Board is a licensed market operated
by NZX Limited, which is a licensed market operator regulated under the Financial Markets Conduct Act 2013.
NZX accepts no responsibility for any statement in this document.
It is expected that you will be able to commence trading the Shares allotted to you under the Offer on the NZX
Main Board on the Allotment Date (being 13 August 2025, unless extended) and on ASX on the business day
after the Allotment Date.

13. Why are shareholders outside New Zealand not eligible to participate in
the Offer?
Shareholders outside of New Zealand are not eligible to participate in the Offer because of legal limitations in
countries outside of New Zealand, the relatively small number of shareholders in those other jurisdictions and the
cost to Pacific Edge of complying with the regulatory requirements of those other jurisdictions. Pacific Edge has
determined, pursuant to the Listing Rules, that it would be unduly onerous to extend the offer of Shares under the
Offer to shareholders outside of New Zealand.

14. Will my shareholding be diluted if I do not participate?
If you choose not to participate in the Offer, or you are not eligible to participate in the Offer, your shareholding
percentage in Pacific Edge will be diluted. For example, assuming you hold 100,000 shares in Pacific Edge and
that a total of $21 million is raised under the Placement and the Offer, 210,000,000 Shares will be issued under
the Placement and the Offer and if you do not elect to acquire any Shares in the Offer (and did not receive any
Shares under the Placement), your shareholding will be diluted by approximately 20.5%.
2

This dilution will relate only to your percentage shareholding of Pacific Edge as the number of Shares that you
hold will not change as a result of not participating in the Offer. While Pacific Edge has attempted to make the
Offer fair for Eligible Shareholders by permitting each Eligible Shareholder to apply for up to $50,000 of Shares,
the Offer is not a pro-rata offer and, even if you participate in the Offer, your shareholding percentage in Pacific
Edge may change. Whether your shareholding in Pacific Edge increases or decreases will depend on the dollar
amount of Shares you apply for, how many existing Shares you hold on the Record Date and how many Shares
other Eligible Shareholders apply for and are allotted under the Offer. Larger shareholders may not be able to
obtain sufficient Shares to maintain their percentage shareholding, while smaller shareholders may be able to

2
The number of Shares and dilution percentage in this sentence are rounded as if $16 million Shares were to be issued under
the Placement. The actual dollar value of Shares subscribed for under the Placement is $16,072,850 (representing 160,728,498
Shares). Accordingly, if $5 million of Shares are issued under the Offer, the level of dilution will be slightly higher than the
approximate figure set out under Question 14.

14

increase their percentage shareholding.

15. What is Pacific Edge’s dividend policy?
As part of Pacific Edge’s growth plans, dividends are not currently paid. The Board did not declare any dividends
in respect of the period ended 31 March 2025 and does not expect to declare any dividends during the period
ending 31 March 2026.

16. Further assistance?
If you have any further questions, please contact your broker, financial adviser, investment adviser or other
professional advisor before making your investment decision.
If you have any questions about how to apply online or complete the Application Form, please contact the Share
Registrar as set out in the Directory.

15

OFFER TERMS AND CONDITIONS

1. Eligible Shareholders
1.1 You may participate in the Offer if you are an Eligible Shareholder.
1.2 An Eligible Shareholder is a person who, at 7.00 pm on the Record Date, was recorded in the share
register of Pacific Edge as being a registered holder of Shares and having a registered address in New
Zealand, unless that person holds Shares on behalf of another person who resides outside New
Zealand. The Board, in its complete discretion, may also determine that any other person who is the
registered owner of Shares at 7.00 pm on the Record Date is an Eligible Shareholder. For the
avoidance of doubt, shareholders who are in the United States or shareholders who hold Shares on
behalf of persons who are in the United States are not entitled to participate in the Offer.
1.3 Joint holders of Shares are taken to be a single registered holder of Shares for the purposes of
determining whether they are an Eligible Shareholder and the certification on the online application or
the Application Form is taken to have been given by all of them.
1.4 If you are an Eligible Shareholder, your rights under the Offer are personal to you and non-
renounceable. This means you may not transfer them.

2. Issue Price and Number of Shares
2.1 The Issue Price of the Shares to be issued under the Offer is $0.10 per Share.
2.2 If, once divided by the Issue Price, the dollar amount of Shares you have applied for (or are allocated)
does not equal a whole number of Shares, the number of Shares allotted to you will be rounded down
to the nearest Share (subject to scaling). Refunds will not be paid for any fractional entitlements.
2.3 Subject to clause 33.2, if you are an Eligible Shareholder you may apply to purchase a minimum of
$100 and a maximum of $50,000 of Shares. The number of Shares that you receive on the Allotment
Date may be subject to scaling as described in clause 8.
2.4 Subject to clause 3, Eligible Shareholders may only apply for Shares having a maximum value of
$50,000. This applies to all Eligible Shareholders, including those who receive more than one offer
under the Offer (for example, because they hold Shares in more than one capacity) and including
whether the Eligible Shareholder is applying through a Custodian or the shareholder’s own behalf.
2.5 If you own Shares through a trustee or Custodian and also own shares in your own name then you
may either purchase Shares yourself or instruct your trustee or Custodian to purchase shares on your
behalf. You may not do both.

3. Custodians
3.1 Any Eligible Shareholder that:

16

(a) is a trustee corporation or a nominee company and holds Shares in Pacific Edge by reason only
of acting for another person in the ordinary course of business of that trustee corporation or
nominee company; or
(b) holds Shares in Pacific Edge by reason only of being a bare trustee of a trust to which the
Shares are subject and is permitted to operate as a custodian under all relevant laws,
is a Custodian under the Offer.
3.2 Custodians may apply to purchase Shares under the Offer but only up to the total value of Shares it is
validly directed to apply for on behalf of each beneficial owner in New Zealand for whom the Custodian
acts as a Custodian and who was the beneficial owner of Shares on the Record Date. Custodians must
confirm to Pacific Edge that they are holding Shares as a Custodian for those beneficial owners by
providing the written certification to Pacific Edge described in clause 3.3 below. Each beneficial owner
may only direct the Custodian to apply for a single Share parcel.
3.3 If a Custodian applies to purchase Shares on behalf of one or more beneficial owners, the Custodian
must certify to Pacific Edge in writing by validly completing the online application or Application Form
and, in either case, a Custodian Certificate (the form of which is available from the Share Registrar)
that:
(a) the Custodian holds Shares directly or indirectly as a Custodian for beneficial owners in New
Zealand;
(b) the beneficial owner on whose behalf the Custodian is submitting an Application is (i) in New
Zealand or has otherwise been determined by the Board to be eligible to participate in the Offer;
and (ii) was the beneficial owner of Shares on the Record Date; and (iii) not making a separate
application as an Eligible Shareholder for Shares under the Offer (a beneficial owner who
satisfies each of (i) to (iii) is, an “eligible beneficial owner”);
(c) each beneficial owner (or the beneficial owner’s agent) has instructed the Custodian to apply
for, and accept, under the Offer the dollar amount of Shares set out in the Application; and
(d) no other Custodian is submitting an application under the Offer for that beneficial owner.
3.4 A Custodian may apply to purchase Shares under the Offer for a dollar amount greater than $50,000,
provided that the Custodian must not apply for more than $50,000 of Shares on behalf of any eligible
beneficial owner for whom the Custodian acts as Custodian. As a result, the maximum aggregate dollar
value of Shares that a Custodian may apply for must not exceed $50,000 multiplied by the number of
eligible beneficial owners for whom the Custodian acts as Custodian.
3.5 Pacific Edge will issue Shares to a Custodian only if it is reasonably satisfied that the total issue price
of Shares issued to any beneficial owner is not more than $50,000, whether or not those Shares are
issued through a Custodian or, if the beneficial owner is also a shareholder in Pacific Edge, in that
beneficial owner's own right as a shareholder.
3.6 For the avoidance of doubt, a Custodian must not participate in the Offer on behalf of, and must not
distribute this document or any other documents relating to the Offer to, any person in the United
States.

17


4. Completing an Application and paying for Shares
4.1 If you wish to participate in the Offer, you must complete your Application online at
www.pacificedge.capitalraise.co.nz and make payment in accordance with the instructions provided
Alternatively, complete and return a hard copy Application Form in accordance with the instructions on
the Application Form. To request an Application Form, please contact Pacific Edge’s Share Registrar
using the contact details set out in the Directory. Online applications are encouraged.
4.2 To be valid, Applications must be received by the Share Registrar by 7.00 pm on 31 July 2025 (being
the Closing Date). Applications received after that date will only be accepted at Pacific Edge's
discretion. Shareholders applying via the Application Form should scan and email their completed
Application Form to the Share Registrar at applications.nz@cm.mpms.mufg.com (please put “Pacific
Edge Share Offer” in the subject line for easy identification).

5. Pacific Edge’s discretion to accept or reject Applications
5.1 Pacific Edge has complete discretion to accept or reject your Application to purchase Shares under the
Offer, including (without limitation) if:
(a) your online application or Application Form is incorrectly completed, incomplete or otherwise
determined by Pacific Edge to be invalid;
(b) your payment is dishonoured or has not been made correctly;
(c) your payment is not in New Zealand dollars for the exact dollar amount of Shares that you have
specified in your Application;
(d) it appears that you are applying to subscribe for Shares with a value of more than $50,000
including as a result of Shares you hold directly, jointly or through a Custodian or nominee
arrangement (except if you are a Custodian applying on behalf of more than one beneficial
owner in accordance with clause 3);
(e) your Application is received after 7.00 pm on 31 July 2025 (being the Closing Date unless
extended). While Pacific Edge has discretion to accept late Applications and payment, there is
no assurance that it will do so. Late Applications and payment, if not processed, will be
returned to you at your registered address within 5 Business Days of the Allotment Date or
within 5 Business Days of the date of receipt in respect of any late Applications received after
the Allotment Date;
(f) Pacific Edge believes that you are not an Eligible Shareholder or Custodian; or
(g) Pacific Edge considers that your Application does not otherwise comply with these Offer Terms
and Conditions or any applicable laws or regulatory requirements, or the acceptance of it would
cause Pacific Edge to breach any applicable laws or regulatory requirements.

18

5.2 Application monies will be held in a trust account with the Share Registrar until the corresponding
Shares are allotted, or the application monies are refunded. If an Application is rejected, all of the
relevant amounts will be refunded to the Applicant. If Applications are scaled back, the Applicant will
receive the number of Shares at the Issue Price in respect of which the Application is accepted and
refund the balance of the relevant application payment, except as set out in clause 8.3 of these Offer
Terms and Conditions.
5.3 No interest will be paid on any application monies returned to you. Application monies may be direct
debited by the Share Registrar on any day after your Application is received. Any refunds for whatever
reason will be paid to you by direct credit only to your bank account (if those details are held by the
Share Registrar) within 5 Business Days of the Allotment Date.
5.4 Pacific Edge is inviting Applications for up to $5 million of Shares but Pacific Edge reserves the right to
scale back at its complete discretion any Application for Shares under the Offer in accordance with
clause 8 of these Offer Terms and Conditions. Pacific Edge reserves the right to terminate the Offer
and reject all Applications at any time before the issue of the Shares on the Allotment Date.

6. Significance of submitting or sending an Application
6.1 If you apply to purchase Shares under the Offer, by completing and returning the Application Form or
completing an online application:
(a) you agree that your Application, on these Offer Terms and Conditions, will be irrevocable and
unconditional (i.e. it cannot be withdrawn);
(b) you confirm that you have read and understood the Offer document in its entirety;
(c) you certify to Pacific Edge that you are an Eligible Shareholder entitled to apply for Shares
under these Offer Terms and Conditions;
(d) you acknowledge that the Offer may not proceed;
(e) you certify that your acceptance of the Offer will not be, or cause, a breach of any law in any
jurisdiction;
(f) you agree to pay the applicable Issue Price per Share up to a maximum amount equivalent to
the parcel value in your Application;
(g) you certify to Pacific Edge that the total application amount payable by you at the Issue Price
does not exceed $50,000 from the following:
(i) the Shares the subject of the Application submitted by you;
(ii) any other Shares applied for, or issued to you, under the Offer or any similar
arrangement in the 12 months before the date of your Application for Shares under the
Offer;
(iii) any other Shares which you have instructed a Custodian to acquire on your behalf under
the Offer;

19

(iv) any other Shares issued to a Custodian under an arrangement similar to the Offer in the
12 months before the date of your Application for Shares under the Offer as a result of
an instruction given by you to that Custodian or another Custodian and which resulted in
you holding the beneficial interest in the Shares;
(h) you agree to be bound by the constitution of Pacific Edge, which you may download for free
from the Companies Office website https://companies-register.companiesoffice.govt.nz/;
(i) without limiting Pacific Edge’s discretion in clause 5 above, you authorise Pacific Edge (and its
directors, employees or agents) to correct any error in, or omission from, your Application and to
complete your Application by the insertion of any missing details;
(j) you acknowledge that Pacific Edge may at any time irrevocably determine that your Application
is valid, in accordance with these Offer Terms and Conditions, even if the Application is
incomplete, contains errors or is otherwise defective;
(k) you acknowledge that none of Pacific Edge, its directors, officers, employees, representatives,
agents and advisors, or Pacific Edge related companies and affiliates, and each of their
respective directors, officers, employees, representatives, agents and advisors has provided
you with investment advice or financial product advice, and that none of them has an obligation
to provide advice concerning your decision to apply for and purchase Shares under the Offer;
(l) you acknowledge that Pacific Edge may disclose any information in or relating to your
Application to the Share Registrar in connection with its management of the Offer;
(m) you acknowledge the risk that the market price for the Shares may change between the date of
the Offer and the Allotment Date. A change in market price during this period may affect the
value of the Shares you received under the Offer;
(n) you acknowledge that Pacific Edge is not liable for any exercise of its discretions referred to in
these Offer Terms and Conditions;
(o) you represent and warrant that you are not in the United States and you are not acting for the
account or benefit of a person in the United States and you are not otherwise a person to whom
it would be illegal to make an offer or issue of Shares under the Retail Offer and under any
applicable laws and regulations;
(p) you agree that the Offer is conditional on the Placement becoming unconditional and,
accordingly, you agree that if the Placement does not become unconditional that no Shares will
be issued under the Offer; and
(q) you irrevocably and unconditionally agree to these Offer Terms and Conditions and agree not to
do any act or thing which would be contrary to the spirit, intention or purpose of the Offer.
6.2 If a Custodian applies to subscribe for Shares under the Offer for a beneficial owner pursuant to clause
3, the certificate referred to in clause 6.1(g) will be taken to be given by each beneficial owner on
whose behalf the Custodian is applying to subscribe for Shares.

20

7. Issue Price
7.1 You agree to pay the Issue Price per Share up to the maximum dollar amount you have specified on
your online application or your Application Form.

8. Scaling
8.1 Subject to clause 8.2, if Pacific Edge receives Applications in excess of $5 million (plus the total
amount of oversubscriptions accepted by Pacific Edge, if any), it may (at its complete discretion) scale
back Applications according only to the number of Shares held by applicants on the Record Date.
8.2 Notwithstanding any other provisions of these Offer Terms and Conditions, the maximum number of
new Shares that may be issued under the Offer is the number of new Shares equal to 10% of the total
number of Shares on issue on the date of this document (“Maximum Number of Shares”). If Pacific
Edge receives oversubscriptions for new Shares in excess of the Maximum Number of Shares, Pacific
Edge will scale down oversubscriptions to, at the least, ensure that it issues no more than the
Maximum Number of Shares under the Offer. If Pacific Edge is required to scale Applications in
accordance with this clause 8.2 it will do so according only to the number of Shares held by applicants
on the Record Date. This clause 8.2 does not limit Pacific Edge’s discretion under clause 8.1.
8.3 If your Application is scaled, your application monies will be greater than the value of the Shares you
will be allotted. The difference will be refunded to you by direct credit within 5 Business Days of the
Allotment Date, provided that any difference less than $5.00 will be retained by Pacific Edge and not
refunded. No interest will be paid on any application monies returned to you.

9. Shares
9.1 Shares issued under the Offer will rank equally with, and have the same voting rights, dividend rights
and other entitlements as, existing fully paid Shares in Pacific Edge as at the Allotment Date.
9.2 Pacific Edge will take any necessary steps to ensure that the Shares issued are, immediately after their
issue, quoted on the NZX Main Board. In addition, Pacific Edge will take any necessary steps to ensure
that the Shares issued are quoted on ASX as soon as practicable after they are issued.
9.3 You cannot trade in any Shares issued to you pursuant to the Offer, either as principal or agent, until
quotation on the NZX Main Board in accordance with the Listing Rules. Pacific Edge expects that the
Shares will commence trading on the NZX Main Board on the Allotment Date and on ASX on, or as
soon as practicable following, the Allotment Date. NZX accepts no responsibility for any statement in
this document.
9.4 The issue of Shares under the Offer up to a value of $50,000 per Eligible Shareholder (or per beneficial
owner, in the case of holdings held by Custodians) is being undertaken under NZX Listing Rule 4.3.1
(Pro-rata issues and Share Purchase Plans).

21

10. Amendments to the Offer and waiver of compliance
10.1 Notwithstanding any other term or condition of the Offer and/or the Application Form (or online
Application), Pacific Edge may, at its discretion:
(a) make non-material modifications to the Offer or these Offer Terms and Conditions without notice
(in which case Applications for Shares under the Offer will remain binding on the applicant
notwithstanding such modification and irrespective of whether an Application was received by
the Share Registrar before or after such modification is made); and/or
(b) suspend or terminate the Offer at any time before the issue of the Shares under the Offer
(including by reviewing the timetable for the Offer). If the Offer is terminated, application monies
will be refunded to applicants without interest within 5 Business Days of termination.
10.2 Pacific Edge reserves the right to waive compliance with any provision of these Offer Terms and
Conditions, which will be done in accordance with New Zealand law (including the Listing Rules).

11. Governing law
11.1 These Terms shall be governed by and construed in accordance with the laws of New Zealand.
Applicants submit to the exclusive jurisdiction of the Courts of New Zealand.

12. Dispute Resolution
12.1 If any dispute arises in connection with the Offer, Pacific Edge may settle it in any manner it thinks fit. It
may do so generally or in relation to any particular shareholder, applicant, Application or Share. Pacific
Edge’s decision will be final and binding.

13. Inconsistency
13.1 Unless otherwise determined by the directors of Pacific Edge, in the event of any inconsistency
between these Offer Terms and Conditions and:
(a) the accompanying letter from the Chair of Pacific Edge, these Offer Terms and Conditions
prevail; and
(b) Pacific Edge’s constitution, Pacific Edge’s constitution prevails.

22

GLOSSARY

“Allotment Date” means 13 August 2025, unless extended.
“Application” means an application for Shares under the Offer.
“Application Form” means an application form that can be used to apply for Shares under the Offer, available on
request from the Share Registrar.
“ASX” means ASX Limited or the market it operates (as the context requires).
“Board” means the board of directors of Pacific Edge.
“Business Day” means a business day as defined in the Listing Rules.
“Closing Date” means 7.00 pm on 31 July 2025, unless extended.
“Custodian” has the meaning given to that term in clause 3.1 of the Offer Terms and Conditions.
“Director” means a director of Pacific Edge.
“Eligible Shareholder” means a person who, at 7.00 pm on the Record Date, is registered as a Pacific Edge
shareholder and (a) whose address (as recorded on the share register) is in New Zealand; or (b) who is
determined by the Board, in its complete discretion, to be an Eligible Shareholder.
“Issue Price” means the price of the new Shares to be issued under the Offer, which is $0.10 per Share.
“Listing Rules” means, as applicable, the NZX Listing Rules or ASX Listing Rules in force from time to time.
“NZX” means NZX Limited.
“NZX Main Board” means the main board financial product market operated by NZX.
“Offer” means the share purchase plan detailed in this document.
“Opening Date” means 17 July 2025.
“Pacific Edge” means Pacific Edge Limited.
“Placement” means the placement of Shares in Pacific Edge to selected investors announced on 29 May 2025
(as released through NZX on 30 May 2025).
“Record Date” means 7.00 pm on 11 July 2025.
“Share” means a fully paid ordinary share in Pacific Edge.
“Share Registrar” means MUFG Pension & Market Services (formerly Link Market Services Limited).

23

DIRECTORY

Pacific Edge's Registered Office
Anderson Lloyd
Level 12, Otago House
Cnr Moray Place & Princes Street
Dunedin, 9016
New Zealand
Telephone: +64 3 577 6733
Website: www.pacificedgedx.com
Pacific Edge Directors
Christopher Gallaher (Chairman)
Anatole Masfen
Bryan Williams
Sarah Park
Anna Stove
Tony Barclay
Solicitors
Harmos Horton Lusk
Level 33, 48 Shortland Street
Auckland CBD
Auckland, 1010

Share Registrar
MUFG Pension & Market Services
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
Telephone +64 9 375 5998
Email: enquiries.nz@cm.mpms.mufg.com
Financial Advisers
Cameron Partners
Level 12
ANZ Centre
171 Featherston Street
Wellington 6011

---

Retail Offer
Application Form







THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Application Form and the document accompanying this Application Form setting out the terms of Pacific Edge Limited’s (Pacific Edge) retail offer (structured as share
purchase plan) of new ordinary shares (Shares) to Eligible Shareholders (Offer Document) is important. If you have any questions in relation to the Offer, please consult your
broker, financial adviser, investment adviser or other professional adviser. Please see instructions on the reverse on how to complete this Application Form and where to
send it. This Application Form is irrevocable and cannot be withdrawn once lodged. Capitalised terms used in this Application Form and the instructions on the reverse
that are not otherwise defined have the meaning given to those terms in the Offer Document.
Rather than using this Application Form, you are encouraged to complete your application for Shares online at
https://pacificedge.capitalraise.co.nz
Complete the online form by NO LATER THAN 7.00pm (NZST) on 31 July 2025
Application for Shares and Payment
Value of Shares applied for:

The Offer is only open to Eligible Shareholders, being persons who are shareholders in Pacific Edge at 7.00pm (NZST) on the Record Date for the Offer with an address, in
Pacific Edge’s share register, in New Zealand (or persons who are otherwise Eligible Shareholders under the Offer). If you are an Eligible Shareholder, you may apply for
Shares, to a minimum value of $100 and a maximum value of $50,000, in accordance with the terms and conditions in the Offer Document (Terms and
Conditions). Please complete the value of the Shares for which you are applying above and complete the direct debit instruction in New Zealand dollars payable to
“Pacific Edge Share Offer” as payment for your application.
Payment by Direct Debit only
Direct Debit
Direct debits allow Pacific Edge, or Pacific Edge’s Share Registrar - MUFG Pension & Market Services, to deduct money from your nominated bank account as payment for
your Application. To make payment please complete your account details below. By signing this Form, the signatory agrees that Pacific Edge, or Pacific Edge’s Share
Registrar - MUFG Pension & Market Services, is authorised to direct debit the bank account below for the total amount payable in accordance with the terms specified on
the following page.

NEW ZEALAND DOLLAR BANK ACCOUNT DETAILS FOR DIRECT DEBIT:
Name of Account:________________________________________________________________________






0


Bank Branch Account Suffix


ONLY complete this section if you are a Custodian acting on behalf of one or more beneficial owners. If you are a Custodian, you must complete this section
and a Custodian Certificate, which may be obtained by contacting Pacific Edge’s Share Registrar, MUFG Pension & Market Services, on +64 9 375 5998.
Instructions for returning the completed Custodian Certificate will be provided by Pacific Edge’s Share Registrar.

Please state the number of beneficial owners for whom you act as a Custodian.

Please either state the full name(s) and address(es) of the beneficial owner(s) for whom you hold Shares and the number of Shares held for each beneficial owner or attach
a schedule showing this information.

Please either state the full name(s) of the beneficial owner(s) for whom you act in submitting this Application Form or attach a schedule of the full names of the beneficial
owners for whom you act in submitting this Application Form including each beneficial owner’s dollar amount of Shares applied for.


Please state the total dollar amount of Shares that you are applying for on behalf of beneficial owners under this CSN
SIGNATURES

Holder*/Director/Authorised Person Holder*/Director/Authorised Person Holder*/Director/Authorised Person

Contact Name Mobile or Daytime telephone number Contact email address



*This includes joint holders, such as persons who hold Shares jointly with others as trustees of a trust.
By completing and returning this Application Form, you are: (1) accepting the Offer in respect of your Application; (2) applying for the dollar value of Shares set out above;
(3) agreeing to the Terms and Conditions; and (4) providing the certification set out on the reverse side of this form, under the heading “Certification”. Read that section
carefully.

$
Shareholder Number:
Validation Number:
Shareholding as at 7.00pm (NZT) on 11 July 2025: <Holding>

How to complete this Application Form: Read carefully the Terms and Conditions of the Offer
contained in the Offer Document. Capitalised terms used in these instructions that are not
otherwise defined have the meaning given to those terms in the Offer Document. In this
Application Form, where the context requires, a reference to “I” includes a reference to
“we”. If you do not understand the Terms and Conditions or this Application Form, or if you
have any questions about what to do in relation to the Offer, please consult your broker or
financial adviser, investment adviser or other professional adviser.

The Offer Document and this Application Form do not constitute an offer of securities in any
place outside of New Zealand. In particular, the Offer Document and this Application Form
do not constitute an offer to sell, or a solicitation of an offer to buy, any shares in the United
States or in any jurisdiction in which such an offer would be illegal. The offer and sale of the
Shares have not been, and will not be, registered under the U.S. Securities Act of 1993 (U.S.
Securities Act) or the securities laws of any state or other jurisdiction of the United States and
accordingly, the Shares may not be offered, sold or otherwise transferred, directly or
indirectly, in the United States. Accordingly, the Shares may not be offered or sold in the
United States except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and any other applicable securities laws
of any state or other jurisdiction of the United States.

1 Application and payment
• Enter the dollar value of Shares you wish to apply for in the box at the top of the
form.
• Applications must be for a maximum of $50,000. If you insert a dollar value in
excess of $50,000 you will be deemed to have applied for $50,000 of Shares. If you
do not insert a dollar value or apply for a dollar value less than $100, your
Application will be invalid.
• If you own Shares through a Custodian and in your own name, then you may
either purchase Shares yourself or instruct your Custodian to purchase Shares on
your behalf. You may not do both.
• You must pay in New Zealand dollars. Payment is to be made by direct debit in
New Zealand dollars as per the instructions in this Application Form.
• By applying for Shares, you authorise the Share Registrar to direct debit the bank
account nominated on the Application Form on any day after the Application
Form is received by the Share Registrar for the amount applied for on the
Application Form. You cannot specify a direct debit date and you must ensure
that:
a) a New Zealand bank account is supplied and is a transactional account
eligible for direct debit transactions. Please note that online saving
accounts may not be direct debitable;
b) the bank account details supplied are correct;
c) sufficient funds in the bank account for direct debit are available on the
day the Share Registrar receives the Application Form; and
d) the person(s) giving the direct debit instruction has/have the authority to
operate the account solely/jointly.
If you are uncertain, you should contact your bank or financial institution. Should
your direct debit fail, your Application may be rejected. The Share Registrar will
not be able to process your direct debit if you do not sign and date the
Application Form. If requested, the Share Registrar will provide you with a direct
debit authority form.
• It is possible that Applications for Shares under the Offer may be scaled down on
the basis described in the Offer Document.
• Any fractional Shares allocated under the Offer will be rounded down to the
nearest whole number of Shares. Any amount lesser than $5 due to scaling or
rounding will be retained by Pacific Edge and not refunded.
• Refunds will be made by direct credit to the bank account held by Pacific Edge's
Share Registrar, MUFG Pension & Market Services. Refunds will be issued within
five business days following the Allotment Date.

2 Significance of sending or submitting an Application
If you apply to purchase Shares under the Offer by completing and returning the
Application Form (and, if applicable, a Custodian Certificate), you provide each of
the certifications, acknowledgements, agreements, authorisations and similar set out
in clause 6.1 of the Terms and Conditions, including:
• your Application, on the Terms and Conditions, will be irrevocable and
unconditional (i.e. it cannot be withdrawn);
• you authorise Pacific Edge (and its directors, employees or agents) to correct
any error in, or omission from, your Application Form and to complete the
Application Form by the insertion of any missing details;
• you acknowledge that Pacific Edge may at any time irrevocably determine
that your Application Form is valid, in accordance with the Terms and
Conditions, even if the Application Form is incomplete, contains errors or is
otherwise defective;
• you acknowledge that none of Pacific Edge, its directors, officers, employees,
representatives, agents and advisers has provided you with investment advice
or financial product advice, and that none of them has an obligation to provide
advice concerning your decision to apply for and purchase Shares under the
Offer; and
• you irrevocably and unconditionally agree to the Terms and Conditions.

3 Custodians
Under the Offer, a ‘Custodian’ is any Eligible Shareholder that:
• is a trustee corporation or a nominee company and holds Shares in Pacific Edge
by reason only of acting for another person in the ordinary course of business of
that trustee corporation or nominee company; or
• holds Shares in Pacific Edge by reason only of being a bare trustee of a trust to
which the Shares are subject and is permitted to operate as a custodian under
all relevant laws.

Custodians may apply to purchase Shares of an amount greater than $50,000
provided that the Custodian only applies for no more Shares than $50,000 on behalf of
each beneficial owner for whom the Custodian acts as a Custodian. Custodians must
also fill out a Custodian Certificate, available on request from the Share Registrar.
4 Certification
I irrevocably apply for the Shares indicated in this Application Form (or such lesser
number of Shares as may be allocated to me/us due to rounding or scaling), and agree
that:

• By applying for Shares, I acknowledge that this Application Form was distributed with
the Offer Document containing the Terms and Conditions dated 17 July 2025 and
confirm that I have read this Application Form and the Offer Document for the Offer
in their entirety. I agree to be bound by the constitution of Pacific Edge and I
irrevocably and unconditionally agree to the Terms and Conditions.
• If l am not a Custodian, I certify that:
o (a) my address recorded in Pacific Edge’s share register is in New Zealand or
(b) I have otherwise been determined by the Board to be an Eligible
Shareholder and I can participate in the Offer in compliance with all
applicable laws and, in either case, I held Shares on the Record Date; and
o I am not applying for Shares with an aggregate application value which is
more than $50,000 (including applications made through a Custodian) even
though I may have received more than one offer under the Offer or received
offers in more than one capacity under the Offer.
• If I am a Custodian, in addition to the certifications being made under my Custodian
Certificate, I certify that:
o my address recorded in Pacific Edge’s share register is in New Zealand and I
hold Shares directly or indirectly as a Custodian for beneficial owners who: (a)
are in New Zealand; or (b) have been determined by the Board to be eligible
to participate in the Offer;
o each beneficial owner on behalf of whom I have applied for Shares (or the
beneficial owner’s agent) has instructed me to apply for, and accept, under
the Offer the dollar amount of Shares set out in the front of this Application
Form (or set out in the attached schedule);
o no other Custodian is submitting an application under the Offer for that
beneficial owner; and
o I am not applying for Shares with an aggregate application value which is
more than $50,000 in respect of any beneficial owner for whom I act as
Custodian.

5 Contact Details
Fill in your contact name, daytime telephone number, and contact email address, as we
may need to contact you, for example, if you have not filled in this Application Form (or if
applicable, your Custodian Certificate) correctly.


6 How to submit this Application Form
An Application may be made using the online application form at
https://pacificedge.capitalraise.co.nz. Online application is encouraged. Please use your
Shareholder number and Validation Number to make an online application.

If you wish to apply for Shares using this Application Form, you must (1) complete and sign
this Application Form )and, if applicable, your Custodian Certificate) in accordance with
these instructions; (2) return your signed and completed Application Form (and, if
applicable, your Custodian Certificate) to the Share Registrar by mail, hand delivery or
email before 7.00pm (NZST) on 31 July 2025 (unless the Closing Date is extended). You
should allow sufficient time for delivery by the postal service. Application Forms (and, if
applicable, Custodian Certificates) and payment received after the Closing Date may not
be processed regardless of when they are postmarked.

Mailing address:
MUFG Pension & Market Services, PO Box 91976, Auckland 1142,

Hand delivery address:
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010.

Email address:
applications.nz@cm.mpms.mufg.com
Please use “Pacific Edge Share Offer” as the subject of the email.

No brokerage will be paid by Pacific Edge on any applications.

Personal information provided will be held by Pacific Edge and/or the Share Registrar, as
set out under “Privacy” in the Important Information section of the Offer Document.

If you have any questions in relation to the completion of this Application Form then
please contact MUFG Pension & Market Services on +64 9 375 5998.


7 Signing this Application Form
You should sign this Application Form where indicated. If a company is signing, it must be
signed on behalf of the company by a director or other person(s) duly authorised for that
purpose. If you hold Shares jointly (e.g., as trustees of a trust) all joint holders must sign this
Application Form. If this Application Form is signed under a power of attorney, please
provide to the Share Registrar a duly signed certificate of non-revocation with your
signed and completed Application Form.
INSTRUCTIONS

---

Corporate Action Notice
(Other than for a Distribution)
Updated January 2024
Page 1 of 3

Section 1: Issuer information (mandatory)
Name of issuer Pacific Edge Limited
Class of Financial Product Ordinary shares
NZX ticker code PEB
ISIN (If unknown, check on NZX
website)
NZPEBE0002S1
Name of Registry MUFG Pension & Market Services
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
X
1
Renounceable
Rights issue or
Accelerated
Offer

Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue
Placement
Record Date 7.00pm (NZST) on 11 July 2025.
Ex Date (one business day before the
Record Date)
10 July 2025.
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
Yes.

PEB previously announced a placement of
160,728,498 new fully paid ordinary shares
(“Shares”) at $0.10 per Share, to raise $16,072,850
(“Placement”). The Placement is conditional on PEB
obtaining all necessary or desirable shareholder
approvals. PEB intends to seek shareholder approval
to the Placement at PEB’s 2025 Annual
Shareholders’ Meeting, which is expected to be held
on 6 August 2025.


1
This Corporate Action Notice does not relate to a new or previously un-announced corporate action. Rather, it contains further information concerning
the share purchase plan referred to in PEB’s Corporate Action Notice dated 29 May 2025.

2 of 3
PEB has also previously announced a retail offer,
structured as a share purchase plan, to raise $5
million by way of the offer of new Shares at $0.10 per
Share (“Offer”). Completion of the Offer will be
conditional on the Placement becoming
unconditional.
Details of approvals required See above.
Section 6: Share Purchase Plans/retail offer
Number of Equity Securities to be
issued
OR
Maximum dollar amount of Equity
Securities to be issued
Under the Offer, PEB will offer $5 million of new
Shares to Eligible Shareholders (subject to the ability
for PEB to scale applications or accept
oversubscriptions at its complete discretion). Eligible
Shareholders are persons who are the registered
holders of Shares on the Record Date with a New
Zealand address in the share register.
2

Minimum application amount (if any) $100
Maximum application amount per
Equity Security holder
Under the Offer, each Eligible Shareholder may apply
for up to $50,000 of Shares. Eligible Shareholders
who are Custodians may apply for more than $50,000
of Shares, provided that a Custodian cannot apply for
more than $50,000 of Shares on behalf of any
beneficial owner for whom the Custodian holds
Shares.
Subscription price per Equity Security $0.100 per Share (which is equal to the price-per-
Share under the Placement).
Scaling reference date If PEB scales applications for Shares under the Offer,
PEB will do so accordingly only to the number of
Shares held by applicants on the Record Date.
Closing Date 7.00pm (NZST) on 31 July 2025.
Allotment Date 13 August 2025.
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed No
Name of Lead Manager(s) N/A
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
N/A
Underwritten No
Name of Underwriter(s) N/A
Extent of underwriting (i.e. amount or
proportion of the offer that is
underwritten)
N/A

2
The Board may, in its discretion, treat other shareholders who are the registered holders of shares on the Record Date as Eligible Shareholders.

3 of 3
Fees, commission or other
consideration payable to Underwriter(s)
for acting as underwriter(s)
N/A
Summary of significant events that
could lead to the underwriting being
terminated
N/A
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Grant Gibson
Contact person for this announcement Grant Gibson
Contact phone number +64 275 999 943
Contact email address grant.gibson@pelnz.com
Date of release through MAP 17 July 2025