Appendix Q, p Q-66 5. SHARE CAPITAL
The changes in share capital that will occur pursuant to the Arrangement are as follows:
If the Arrangement is completed, Karora will transfer, or will cause to be transferred, the Spinout Investment
Business in consideration for shares of SpinCo. Following the transfer of the Spinout Investment Business to
SpinCo, Karora will distribute 100% of the issued and outstanding shares of SpinCo to Karora shareholders
pursuant to the Arrangement such that Karora security holders at the effective date shall receive 0.3 SpinCo
shares for each Karora share held. The initial SpinCo share issued on incorporation and held by Karora will
be cancelled without any repayment thereof, and Karora shall be removed from SpinCo's register of holders.
As of March 31, 2024, there were 187,002,579 Karora shares issued and outstanding on a fully diluted basis.
Based on the foregoing, the number of SpinCo shares expected to be issued and outstanding following the
Arrangement is approximately 56,100,774 common shares.
Number of Amount
Common shares $
Issued on incorporation 1 $1
To be Issued under Arrangement 56,100,774 18,152,001
Cancelled under the Arrangement (1) -
Balance end of period 56,100,774 $18,152,001
$18M/56M=~ $0.32AUD
$0.32AUD/1.09=$0.295CAD
$0.295*0.3= ~ $0.09CAD of pro forma value of SpinCo per KRR share