BGI - 2023 Annual Report

Thursday 29th June 2023

As previously advised to the market, during the course of the 2022 financial year the Directors resolved to wind down the Group’s finance company operations given the Company was unable to raise sufficient funding to grow and develop a meaningful finance company operation.

The Company’s loan book as at 31 March 2023 was $Nil with the final loan having been repaid during the 2022 financial year.

During the year, following occurrences that the independent Directors of the Company agreed with its major shareholder, Blackwell Global Group Limited (“BGGL”) were actioned:

1. The bond from Blackwell Global Group Limited maturity date was extended from 30 June 2022 to 31 December 2023. The agreed interest rate being 0% until maturity, down from the original rate of 6%. The net present value of the bonds has been readjusted on the balance sheet for the present value of the face

values at maturity using the original effective interest rate of 6% per annum.

2. Upon receiving shareholder approval, Blackwell Global Group Limited capitalised $450,000 of its bonds into 100,000,000 new ordinary shares in the Company, at an issue price of $0.0045 per share. This development provided Blackwell Global Holdings Limited (BGI) with an additional $450,000 of capital which provided the Company with sufficient working capital to fund the outgoings and expenses for the year.

Following completion of both the above transactions there is $550,000 of Bonds that remain outstanding (to be repaid by the Company in accordance with their terms).

The Board is actively looking to identify a suitable business opportunity to invest in and/or acquire through a reverse takeover transaction (RTO). Discussions have been had with several potential acquisition targets to date, but none of those discussions have developed into a tangible transaction to date.

An RTO is a transaction structured such that the Company would acquire 100% of the business assets, or the shares in the company that owns the business assets, in consideration for the payment of cash and/or the issue of new shares in the Company, to the vendors, to fund the acquisition.

The new business acquired would then effectively become a subsidiary of the Company (the listed company), trading on the NZX Main Board. The stakeholders in the business acquired, would ultimately become shareholders in the Company as part of the RTO, and would have representation at the Board level as appropriate.

In conjunction with the RTO process, the Company would seek to raise additional growth capital to assist in funding the future growth of the business.

The Board is focusing on business opportunities that satisfy one or more of the following investment criteria:

• The business has excellent personnel and management

• The business operates in an attractive and positive business sector

• The business has a robust business model

• The business has solid historical earnings, or alternatively has a sound business platform from which to implement its business plan and generate strong earnings in the future

• The business owns proprietary intellectual property

• The business has potential to grow organically, via acquisition, or through the further investment in capital

plant

• The business has the potential to scale internationally

• The business would benefit from being able to raise additional capital on the market

• Is likely to generate superior returns for the Company and its existing shareholders

The Board continues to investigate all credible investment opportunities that may present themselves and are hopeful of having a transaction underway during the course of this calendar year.

Sean Joyce

Chairman

2023 Annual Report

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