PACIFIC EDGE LIMITED — Share Issue/Capital Change 2020

May 28, 2020

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NOTICE OF CHANGE IN ISSUED CAPITAL – ISSUE OF OPTIONS TO ACQUIRE ORDINARY SHARES

Pursuant to Listing Rule 4.6.1 and Listing Rule 3.13.1

Company: Pacific Edge Limited ISIN NZPEBE0002S1

Date: 22 August 2019

Date of Issue: 22 August 2019

Issued Capital Prior To Issue (Previous Issued Capital – Listed): 511,381,538 ordinary shares and 10,653,281 options outstanding

Number of Financial Products issued:

• (1) The following options issued to certain employees of the Company and its subsidiaries ( Option Holders ) to acquire up to:

• a. 3,610,000 Ordinary Shares in the Company to vest over a period of 3 years ( A Incentive Options ); and

• b. 6,750,000 Ordinary Shares in the Company to vest over a period of 3 years ( B Incentive Options ),

on issue and otherwise on the Terms of Issue set out below (together referred to as the Options ).

Issued Capital Subsequent To Issue (Total Issued Capital) excluding Treasury Stock: 511,381,538 ordinary shares and 21,013,281 options outstanding

Treasury Stock: Not applicable

Classes of Financial Products Issued:

• (1) Options to acquire Ordinary Shares.

Issue Price:

• (1) Not applicable. The A Incentive Options and the B Incentive Options have an exercise price of NZD$0.23 per share payable in cash.

Payment in cash? Not applicable

Amount paid up (if not in full): Not applicable

Percentage Issued: If 100% of the options were to vest and be exercised on the date of this notice of allotment, it would represent 2.08% of the Ordinary Shares on issue.

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Terms of Issue and Conversion:

A Incentive Options

• a. Subject to the continuous employment of the relevant Option Holder with either the Company or a subsidiary of the Company, one third of the A Incentive Options available to the relevant Option Holder will vest in the Option Holder each year, on the first three anniversaries of their Date of Employment/Effective Date as recorded in the Schedule of the relevant Option Agreement. If the Option Holder's employment ceases then they will receive a fractional entitlement based on their length of service during the relevant year.

• b. The A Incentive Options may be exercised within a period of ten years from their vesting date.

• c. Consideration of NZD$0.23 per share is payable in cash on the exercise of any of the A Incentive Options. Any shares issued pursuant to the A Incentive Options will rank pari passu with existing ordinary shares in the Company.

B Incentive Options

• a. Subject to the continuous employment of the relevant Option Holder with either the Company or a subsidiary of the Company, one third of the B Incentive Options available to the relevant Option Holder will vest in the Option Holder each year, on the first three anniversaries of their Date of Employment/Effective Date as recorded in the Schedule of the relevant Option Agreement. If the Option Holder's employment ceases (other than by reason of death or disability) they will receive a fractional entitlement based on their length of service during the relevant year. If the Option Holder dies or ceases employment with the Company or a subsidiary of the Company due to disability then all of the B Incentive Options that have not yet vested will immediately vest in the Option Holder as at the date of death or disability.

• b. The B Incentive Options may be exercised within a period of ten years from their vesting date.

• c. Consideration of NZD$0.23 per share is payable in cash on the exercise of any of the B Incentive Options.

• d. Any shares issued pursuant to the B Incentive Options will rank pari passu with existing ordinary shares in the Company.

Specific Authority for the Issue: Resolution of Directors dated 22 August 2019 and Listing Rule 4.6.1.

Reason: Issue of options as part of Pacific Edge Limited’s long term incentive plan for employees.

Chris Gallaher Chairman Pacific Edge Limited