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Pacific Edge Opens NZ$6 Million Retail Offer

Capital Raise13 May 2026PEBHealthcare

14 MAY 2026

NOT FOR DISTRIBUTION OR RELEASE INTO THE UNITED STATES


PACIFIC EDGE OPENS NZ$6 MILLION RETAIL OFFER

DUNEDIN, New Zealand – Cancer diagnostics company Pacific Edge Limited (Pacific Edge

or the Company) (NZX/ASX: PEB) today announces the opening of its retail offer to eligible

existing shareholders to raise up to NZ$6 million, with the ability to accept oversubscriptions at

Pacific Edge’s discretion (Retail Offer).

The Retail Offer is further to the announcement on Wednesday, 13 May 2026 in respect of

Pacific Edge’s successful placement (the Placement) of NZ$25.4 million of new ordinary

shares to certain investors at a price of NZ$0.17 per share.

Please refer to the presentation dated Friday, 8 May 2026 and released by NZX and ASX on

Monday, 11 May 2026 for further information, and the Retail Offer Document attached to this

announcement for the terms and conditions of the Retail Offer.

The Retail Offer is open to “Eligible Shareholders”, who are all persons recorded on Pacific

Edge’s share register at 7:00pm NZST on Friday, 8 May 2026 as being a holder of Pacific Edge

shares and having an address in New Zealand.

Eligible Shareholders are able to apply for up to a maximum of NZ$50,000 of new shares per

shareholder at NZ$0.17 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 discretion to ensure

that it has sufficient flexibility to cater for demand from its retail shareholder base. The Retail

Offer is not underwritten.

The shares issued under the Retail Offer will rank equally with, and be of the same class, as

Pacific Edge’s ordinary shares quoted on the NZX Market.

The key dates of the Retail Offer are as follows:

• Record Date: 7:00pm NZST on Friday, 8 May 2026

• Retail Offer Opens and Offer Document released: Thursday, 14 May 2026

• Retail Offer Closing Date: 5:00pm NZST on Thursday, 28 May 2026

• Settlement and Allotment: Thursday, 4 June 2026

The Placement and Retail Offer are aimed at ensuring Pacific Edge has additional resources

and capacity to support ongoing operations and growth, support the company to achieve

Medicare re-coverage, and continue evidence generation, product development and

innovation.

Chairman, Simon Flood said: “We are delighted with the investor support we have received in

the Placement and are pleased to offer the same opportunity to all our retail shareholders. The

new capital will allow us to consolidate our market position in bladder cancer diagnostics. It will

support the Company and its operations to regain Medicare coverage and assist our move

towards the broader adoption of our tests with opportunities in the US and in the Asia Pacific

Region. We are determined not to lose that momentum.”



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NOT FOR DISTRIBUTION OR RELEASE INTO THE UNITED STATES


Eligible Shareholders can apply for shares under the Retail Offer 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 5.00pm NZST on the Closing Date, which is Thursday, 28

May 2026 (unless the Retail Offer 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

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 OF PACIFIC EDGE

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.



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NOT FOR DISTRIBUTION OR RELEASE INTO THE UNITED STATES


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

14 May 2026

Go to www.pacificedge.capitalraise.co.nz to apply online

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 adviser. This document may not be distributed outside

of New Zealand.

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 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 8 May 2026 (“Investor Presentation”). Copies of the Investor Presentation and other important

information released on 11 May 2026 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, an

explanation of 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 28 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 ticker 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.

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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.

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 Offer is oversubscribed, scale back the number of New Shares to be

allotted under the 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 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

14 May 2026

Dear Pacific Edge Shareholder

PACIFIC EDGE LIMITED – RETAIL OFFER

On behalf of the board of directors of Pacific Edge Limited, I am pleased to provide Eligible Shareholders the

opportunity to subscribe for Shares in the Company through this Offer.

Eligible Shareholders are all persons who were recorded in Pacific Edge’s share register at 7:00pm NZT on 8

May 2026 as being a holder of Pacific Edge Shares and having an address in New Zealand. The Offer is part of

Pacific Edge’s equity raising initiative announced on 11 May 2026, whereby Pacific Edge undertook a NZ$25.4

million placement of Shares to institutional and other select investors at NZ$0.170 per Share (the "Placement").

Pacific Edge is seeking to raise up to NZ$6 million under the 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.

Pacific Edge expects Novitas

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to release a draft Local Coverage Determination (LCD) for hematuria evaluation,

that includes coverage for Triage, and potentially Triage Plus, any time before September 2026. This expectation

follows a Contractor Advisory Committee (CAC) meeting in the US, hosted by Novitas on 19 February 2026, that

provided an evidence-based mandate for the coverage of urine-based biomarkers, citing Pacific Edge’s peer-

reviewed Cxbladder publications.

A new LCD for hematuria evaluation would likely distinguish hematuria patients as eligible for Cxbladder Triage

testing from the cancer patients in the non-coverage LCD ‘Genetic Testing in Oncology: Specific Tests’ (L39365)

effective since April 2025. If Novitas issues a draft LCD, Pacific Edge will engage with Novitas to seek

reimbursement on a claim-by-claim basis for patients making this distinction supported by medical necessity

documentation for Triage and potentially Triage Plus. Reimbursement would assist with increasing revenue and

reducing average monthly cash burn below the current target of NZ$2.5 million per month for FY 27 (reduced

from an average of NZ$2.85 million per month in FY 26).

The publication of a draft LCD is followed by a ‘notice and comment’ period (minimum of 45 days), before Novitas

addresses comments and finalizes the LCD. Once a final LCD is published

2

, it will take a further minimum of 45

days for the final LCD to become effective. Final coverage policy from Medicare is expected to remove barriers to

establishing medical policy with commercial payers and unlock greater revenue from them.

Reflecting the significant potential and uplift in the prospects for Pacific Edge that will follow a positive Medicare

determination, the Company has launched its capital raising. The new equity is aimed at providing Pacific Edge

with the resources to:

▪strengthen its balance sheet to support ongoing operations and growth;

▪support the Company to achieve Medicare re-coverage;

1

Novitas is the Medicare administrative contractor with responsibility for Pacific Edge’s US laboratory.

2

Novitas may withdraw, rather than finalise, the draft LCD. Novitas must finalize or withdraw a draft LCD within

365 days of publishing the initial draft. Pacific Edge has no control over the draft publication nor the final

publication, nor the timing of the publication.

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▪continue evidence generation; and

▪continue product development and innovation.

The board considers that it is important to offer the Offer to all eligible New Zealand shareholders of Pacific Edge

to enable them to participate in the capital raising and acquire new Pacific Edge Shares at the same price as the

Placement. Each Eligible Shareholder may elect to subscribe for up to NZ$50,000 of Pacific Edge Shares,

subject to scaling and other terms set out in this document.

The price per Share under the Offer will be NZ$0.170, being the price paid by investors in the Placement. The

Offer provides Eligible Shareholders the opportunity to purchase additional Shares in Pacific Edge without

incurring brokerage or other transaction costs.

All of Pacific Edge’s Directors intend to take part in the capital raising at NZ$0.170 per share.

Details of the Offer, including terms and conditions of the Offer and an explanation of how you can participate, are

contained in this document. All documents relating to the Offer as well as the Investor Presentation and other

important information released on 11 May 2026 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 encourage all eligible shareholders that wish to do so to apply online at

www.pacificedge.capitalraise.co.nz. You may also request a ‘hard copy’ Application Form from our Share

Registrar, MUFG Pension & Market Services. Please note that if Pacific Edge receives applications in excess of

$6 million (plus the total amount of oversubscriptions accepted by Pacific Edge, if any) or that would otherwise

result in the issue of Shares in breach of the NZX Listing Rules, applications may be scaled back on a

proportionate basis in accordance with the number of Pacific Edge Shares held by the Applicant on the Record

Date (being 7:00pm NZT on 8 May 2026).

We suggest that you seek professional independent financial, investment or other advice before making an

investment decision.

If you wish to participate in the Offer, you must ensure that your application (and, if you are a Custodian as

defined in clause 3.1 of the Offer Terms and Conditions, your Custodian Certificate), is submitted allowing

sufficient time for it to be received by 5:00pm NZT on Thursday, 28 May 2026. Online applications or Application

Forms returned by mail must be received by Pacific Edge’s Share Registrar, MUFG Pension & Market Services,

no later than 5:00pm NZT on Thursday, 28 May 2026. Shares under the Offer are expected to be allotted on or

around 4 June 2026, unless the Closing Date is extended.

On behalf of the board, please consider this opportunity carefully. We thank you for your ongoing support of

Pacific Edge.

Yours sincerely

Simon Flood

Chair

Pacific Edge Limited

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KEY DETAILS

Eligibility You are an Eligible Shareholder and may participate in the Offer if you are a

shareholder of Pacific Edge as at 7.00 pm (NZT) on the Record Date of 8 May

2026 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 participationEach Eligible Shareholder has the right to apply for the maximum value of new

Shares on the same terms as each other Eligible Shareholder.

TransferabilityThe 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 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 PriceThe price of the new Shares to be issued under the Offer is $0.170 per Share.

This is the same as the issue price for Shares to be issued under the Placement.

No underwritingThe Offer is not underwritten.

When to applyApplications must be received by 5.00 pm (NZT) on the Closing Date (28 May

2026, unless extended).

How to applyWe 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.

CustodiansCustodians who wish to participate in the Offer and apply for shares on behalf of

eligible beneficial owners must complete and return a Custodian Certificate. For

further details see section 3 of the Offer Terms and Conditions.

Receiving your SharesYou will receive your Shares on the Allotment Date (4 June 2026, unless the

Closing Date is extended).

Offer size and scalingPacific Edge is seeking to raise up to $6 million under this Offer, with the ability

for Pacific Edge to accept oversubscriptions above $6 million at its discretion. If

Pacific Edge receives Applications in excess of $6 million in aggregate (plus the

total amount of oversubscriptions accepted by Pacific Edge, if any) or that would

otherwise result in the issue of Shares in breach of the NZX Listing Rules, 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 (see section 8 of the Offer Terms and Conditions

for more information about scaling).

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KEY DATES*

DATEEVENTDESCRIPTION

7.00 pm on 8 May 2026Record DateThe date on which Eligible Shareholders are

determined.

14 May 2026Opening DateOffer opens.

5.00 pm on 28 May 2026Closing DateOffer closes. Applications and payment must be

received by no later than 5.00 pm.

4 June 2026Allotment Date and

commencement of

trading on NZX

Shares are allotted under 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.

By 11 June 2026 Holding StatementsHolding Statements are sent to Applicants who are

allotted Shares under the Offer.

*The dates in the table are indicative only and may change. 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 8 May 2026 (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.

If you hold Shares through a Custodian, then your Custodian may be entitled to participate in the Offer on your

behalf. For further information, see section 3.

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 $6 million of Shares in aggregate. However, Pacific Edge can accept

oversubscriptions at its complete discretion. If Pacific Edge receives Applications in excess of $6 million (plus the

total amount of oversubscriptions accepted by Pacific Edge, if any) or that would otherwise result in the issue of

Shares in breach of the NZX Listing Rules, 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.

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4.Why is there a maximum application amount?

The Offer must comply with the Listing Rules and applicable laws, including restrictions on the maximum value of

new Shares which may be offered to Eligible Shareholders.

The offer of new Shares up to a maximum value of $50,000 per Eligible Shareholder is being undertaken on the

following basis:

(a)if you did not participate in the 2025 SPP, pursuant to NZX Listing Rule 4.3.1(c) (Pro-rata issues and

Share Purchase Plans); or

(b)if you did participate in the 2025 SPP, pursuant to:

(i)NZX Listing Rule 4.3.1(c) to the extent of your remaining entitlement under that rule (being

$50,000 less the value of Shares you received under the 2025 SPP); and

(ii)NZX Listing Rule 4.5.1 (15% Placements) for the balance.

By way of example – if you received $20,000 of Shares under the 2025 SPP, your remaining entitlement under

NZX Listing Rule 4.3.1(c) is $30,000. If you then apply for $40,000 under the Offer, the first $30,000 would be

issued under NZX Listing Rule 4.3.1(c) and the remaining $10,000 under NZX Listing Rule 4.5.1 (assuming no

scaling).

5.What is the Issue Price of the Shares?

The Issue Price of the Shares to be issued under the Offer is $0.170 per Share.

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.

6.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.

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7.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 to not 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.

8.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

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 $6 million (plus the total amount of oversubscriptions

accepted by Pacific Edge, if any) or that would otherwise result in the issue of Shares in breach of the NZX Listing

Rules, 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.

9.How long is the Offer open and when will I receive my Shares?

The Offer opens on 14 May 2026 and is expected to close at 5.00 pm on 28 May 2026, unless extended. If you

want to participate you should ensure that your Application and payment is received by the Share Registrar by

5.00 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 4 June 2026. 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.

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Pacific Edge may, subject to the Listing Rules and applicable laws, extend the Closing Date and the Allotment

Date.

10.Are there any conditions to the Offer?

No. However, Pacific Edge reserves the right to terminate the Offer at any time prior to the issue of Shares on the

Allotment Date. If this occurs, 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.

11.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:

(a)the maximum dollar amount of Shares that you may apply for under the Offer, in all capacities, is

$50,000 in aggregate;

(b)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.

If you are a Custodian, or hold shares through a Custodian, please refer to clauses 2 and 3 of the Offer Terms

and Conditions.

12.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.

13.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 4 June 2026, unless extended) and on ASX on the business day after

the Allotment Date.

14
14.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.

15.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 $31.4 million is raised under the Placement and the Offer, 184,705,882 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 15.3%.

3

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

increase their percentage shareholding.

16.What are the risks of participating in the Offer?

The answer to question 5 above addresses risks relating to the market price for Shares and how this may differ

from the Issue Price. Before you invest in Shares under the Offer you should consider those risks and you should

also:

(a)seek your own financial advice in respect of the Offer and your participation in the Offer; and

(b)read, carefully consider, and make an assessment of the Key Risks set out in the Investor

Presentation, and then consider whether an investment in Shares under the Offer and the Issue Price

is suitable for you having regard to the Key Risks, other publicly available information and your

personal circumstances.

3

The number of Shares and dilution percentage in this sentence are rounded as if $25.4 million Shares were to be issued under

the Placement. The actual dollar value of Shares subscribed for under the Placement is $25,395,374 (representing 149,384,548

Shares). Accordingly, if $6 million of Shares are issued under the Offer, the level of dilution will be slightly lower than the

approximate figure set out under Question 15.

15
17.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 2026 and does not expect to declare any dividends during the period

ending 31 March 2027.

18.Further assistance?

If you have any further questions, please contact your broker, financial adviser, investment adviser or other

professional adviser 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.

16
OFFER TERMS AND CONDITIONS

1.Eligible Shareholders

1.1You may participate in the Offer if you are an Eligible Shareholder.

1.2An 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.

1.3Joint 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.

1.4If you are an Eligible Shareholder, your rights under the Offer are personal to you and non-

renounceable. This means you may not transfer them.

1.5Pacific Edge will have no liability where an Eligible Shareholder does not receive correspondence

inviting them to submit an Application for Shares or otherwise relating to the Offer.

2.Issue Price and Number of Shares

2.1The Issue Price of the Shares to be issued under the Offer is $0.170 per Share.

2.2If, 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.

2.3Subject to clause 3.2, 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.

2.4Subject 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.

2.5If 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.

17
3.Custodians

3.1Any Eligible Shareholder that:

(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.

3.2Custodians 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.

3.3If 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;

(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.

3.4A 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.

3.5Pacific 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.

18
3.6For 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.

4.Completing an Application and paying for Shares

4.1If 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.

4.2To be valid, Applications must be received by the Share Registrar by 5.00 pm on 28 May 2026 (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

5.1Pacific 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 5.00 pm on 28 May 2026 (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

19
(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.

5.2Application 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. Applications may be scaled back in accordance

with clause 8 of these Offer Terms and Conditions. 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.

5.3No 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.

5.4Pacific Edge is inviting Applications for up to $6 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

6.1If 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 and that all information specified in your Application is

complete and correct;

(d)you acknowledge that the Offer may not proceed and may be withdrawn by Pacific Edge at any

time before the allotment of Shares on the Allotment Date, in Pacific Edge’s sole discretion;

(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:

20
(i)the Shares the subject of the Application submitted by you; and

(ii)any other Shares which you have instructed a Custodian to acquire on your behalf under

the Offer;

(h)you agree to be bound by the constitution of Pacific Edge, which you may download for free

from the Companies Office website www.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 financial advice, 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 Offer and under any applicable

laws and regulations;

(p)you represent and warrant that you have not, and you agree that you will not, send this

document or any materials relating to the Offer to a person outside New Zealand (including a

person in the United States);

(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; and

(r)if you are applying for Shares in accordance with clause 3 of these Offer Terms and Conditions,

you agree to complete and provide to the Share Registrar a Custodian Certificate and you

represent and warrant that all information in your Custodian Certificate is accurate and

complete.

21
6.2If a Custodian applies to subscribe for Shares under the Offer for a beneficial owner pursuant to clause

3, the certificates, confirmations, acknowledgments, agreements and warranties (as applicable) set out

in clause 6.1 of these Offer Terms and Conditions will be taken to be given by each beneficial owner on

whose behalf the Custodian is applying to subscribe for Shares.

7.Issue Price

7.1You 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

8.1Subject to clause 8.2, if Pacific Edge receives Applications in excess of $6 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.

8.2Notwithstanding any other provisions of these Offer Terms and Conditions:

(a)the maximum number of new Shares that may be issued under clause 9.4(b)(i) of these Offer

Terms and Conditions 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(a) it will do so according only to the number of Shares held by

applicants on the Record Date. This clause 8.2(a) does not limit Pacific Edge’s discretion under

clause 8.1; and

(b)the maximum aggregate number of new Shares that may be issued under the Placement and

under clause 9.4(b)(ii) of these Offer Terms and Conditions must not exceed the number of

Shares that Pacific Edge is entitled to issue under its 15% placement capacity under NZX

Listing Rule 4.5.1 (“Maximum Placement Capacity Number of Shares”). If Pacific Edge

receives Applications for Shares to which clause 9.4(b)(ii) of these Offer Terms and Conditions

apply that when aggregated with the number of Shares issued under the Placement would

result in Pacific Edge issuing Shares in excess of the Maximum Placement Capacity Number of

Shares or otherwise in breach of the NZX Listing Rules, Pacific Edge will scale down such

Applications. Scaling will, at the least, ensure that the issue of Shares under the Offer does not

result in the aggregate number of Shares issued under the Placement and the Offer under NZX

Listing Rule 4.5.1 exceeding the Maximum Placement Capacity Number of Shares or otherwise

breaching the NZX Listing Rules. If Pacific Edge is required to scale Applications in accordance

with this clause 8.2(b), it will do so according only to the number of Shares held by applicants on

the Record Date. This clause 8.2(b) does not limit Pacific Edge’s discretion under clause 8.1.

22
8.3If 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

9.1Shares 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.

9.2Pacific 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.

9.3You 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.

9.4The 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 clause 19 of schedule 1

to the Financial Markets Conduct Act 2013 and on the following basis:

(a)for Eligible Shareholders or beneficial owners who did not participate in the 2025 SPP, pursuant

to NZX Listing Rule 4.3.1(c) (Pro-rata issues and Share Purchase Plans); or

(b)for Eligible Shareholders or beneficial owners who did participate in the 2025 SPP, pursuant to:

(i)NZX Listing Rule 4.3.1(c) to the extent of the shareholder / beneficial owner’s remaining

entitlement under that rule (being $50,000 less the value of Shares they received under

the 2025 SPP); and

(ii)NZX Listing Rule 4.5.1 (15% Placements) for the balance.

10.Amendments to the Offer and waiver of compliance

10.1Notwithstanding 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

23
(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.

10.2Pacific 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.Retail platform fees

11.1No investor will pay brokerage as an applicant for Shares under the Offer.

11.2Pacific Edge reserves the right to pay a fee of $5 to New Zealand retail investor platforms (as

determined by Pacific Edge in its sole discretion) on each successful Application submitted by such

platforms on behalf of eligible persons who have invested in Pacific Edge through those platforms.

11.3Terms of the process for claiming such fees will be separately communicated to New Zealand retail

investor platforms.

11.4All of the fees contemplated by this clause 11 will be paid by Pacific Edge. The aggregate dollar value

of fees payable under this clause 11 will not exceed $20,000 (or such higher limit as may be approved

at Pacific Edge’s discretion) and, if such fees would have otherwise exceeded that amount, Pacific

Edge will scale down fees on a pro rata basis following completion of the Offer.

12.Governing law

12.1These Offer Terms and Conditions 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.

13.Dispute Resolution

13.1If 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.

14.General

14.1Unless 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.

24
14.2Any discretion that is conferred on the Company or the Board under or in connection with these Offer

Terms and Conditions may be exercised by the Company or the Board (as applicable) in its sole and

absolute discretion.

25
GLOSSARY

“2025 SPP” means Pacific Edge’s Share Purchase Plan, announced on 30 May 2025 and opened on 17 July

2025.

“Allotment Date” means 4 June 2026, 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 5.00 pm on 28 May 2026, 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 $0.170 per Share.

“Listing Rules” means, as applicable, the NZX Listing Rules or ASX Listing Rules in force from time to time.

“Key Risks” means the risks set out on pages 26 to 28 of the Investor Presentation.

“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 14 May 2026.

“Pacific Edge” means Pacific Edge Limited.

“Placement” means the placement of Shares in Pacific Edge to selected investors announced on 8 May 2026 (as

released through NZX on 11 May 2026).

“Record Date” means 7.00 pm on 8 May 2026.

“Share” means a fully paid ordinary share in Pacific Edge.

“Share Registrar” means MUFG Pension & Market Services (formerly Link Market Services Limited).

26
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

Simon Flood (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 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

www.pacificedge.capitalraise.co.nz

Complete the online form by NO LATER THAN 5.00pm (NZT) on Thursday 28 May 2026

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 (NZT) 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


BankBranchAccountSuffix

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 PersonHolder*/Director/Authorised PersonHolder*/Director/Authorised Person

Contact NameMobile or Daytime telephone numberContact 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 Friday 8 May 2026: <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 1933 (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. The Offer Document and this

Application Form may not be distributed outside of New Zealand.

1Application 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.

2Significance 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 acknowledge that the Offer may not proceed and may be withdrawn by

Pacific Edge at any time before the allotment of Shares on the Allotment Date,

in Pacific Edge’s sole discretion;

•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 financial advice,

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;

•you acknowledge the risk that the market price for the Shares may change

between the date of your Application and the Allotment Date and

•you irrevocably and unconditionally agree to the Terms and Conditions.

3Custodians

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.

4Certification

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 14 May 2026 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;

oI am not in the United States, acting for the account or benefit of a person in

the United States, or 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; and

oI 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:

omy 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;

oI am not acting for the account or benefit of a person in the United States or a

person to whom it would otherwise be illegal to make an offer or issue of Shares

under the Retail Offer and under any applicable laws and regulations;

oeach 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);

ono other Custodian is submitting an application under the Offer for that

beneficial owner; and

oI 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.


5Contact 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.

6How to submit this Application Form

An Application may be made using the online application form at

www.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 5.00pm (NZT) on Thursday 28 May 2026 (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 investor will pay brokerage as an applicant for Shares under the Offer. Pacific Edge

reserves the right to pay fees to New Zealand retail investor platforms on the basis described

in the Offer Document.

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.

7Signing 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

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.