BGI - Full Year Results to 31 March 2023

Tuesday 30th May 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 2022 financial year.

Changes in Accounting Policy

The consolidated financial statements have been prepared using the same accounting policies detailed in the Group's audited consolidated financial statements for the year the ended 31 March 2022.

There are no other NZ IFRS, or NZ IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.

Bonds

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.

During the year, 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 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.

Other than the above, there has been no reassessment of the useful life of assets or their residual values.

While the present value discount rate has been adjusted for current adjusted bond term, it has not been further adjusted due to any impact from the Coronavirus, as it is not deemed to have been affected.

Going Forward

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.

What is an RTO?

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.

Investment Criteria

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 hopefully of having a transaction underway during the course of this calendar year.

Earnings per Share and Net Tangible Asset per security

The earnings per share are shown in the attached Consolidated Statement of Comprehensive Income. The net tangible asset backing per security is shown in the attached Consolidated Statement of Position.

Audit

The consolidated financial statements are to be audited.

Future Events

The Annual Report is due on or before 30 June 2023.

Results for release to the market

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