Agreement signed with Golden Tower NZ Limited

Agreement signed with Golden Tower NZ Limited Lateral Corporation Limited (LAT) is pleased to announce that today, following its announcement on 30 December 2016, binding, conditional agreements have been signed for the transactions that will acquire assets and cash from Golden Tower NZ Limited (GTNZ) and spin-off to existing shareholders of LAT's current business. Transaction Summary The transaction will involve all of LAT's assets being transferred into LAT's wholly owned subsidiary, Lateral Profiles Limited (Lateral Profiles). The shares of Lateral Profiles will then be distributed pro rata to all of LAT's existing shareholders. Cash of $1,684,250 (Cash Consideration) and a commercial property valued at $1,600,000 (Property Consideration) will then be acquired by LAT and in consideration GTNZ will be issued a 90% shareholding in LAT. $1 million of the Cash Consideration will remain in LAT and the balance (after deduction of transaction costs) will be injected into Lateral Profiles without dilution to existing shareholders. Accordingly the effect for LAT shareholders if the transaction is completed is that they will retain their current LAT shares and will also, for no consideration, receive shares in Lateral Profiles which will be an interest in the same assets and business that LAT presently has plus the surplus Cash Consideration. Details of Agreements Share Subscription Agreement LAT and GTNZ have entered into a Share Subscription Agreement whereby GTNZ will subscribe for a 90% shareholding (463,405,050 new shares) in LAT and use LAT as a listed vehicle in New Zealand for its ongoing business. The consideration for the shares comprises the Cash Consideration and the Property Consideration. The Share Subscription Agreement is conditional on: - approval by LAT's shareholders; - due diligence on the commercial property which is satisfactory to LAT's board; - the parties agreeing the form of the sale and purchase agreement for the commercial property; and - approval by NZX of the disclosure document required under the listing rules. On completion the shares will be issued to GTNZ and LAT will change its company name. Share Subscription Deed LAT and Lateral Profiles have entered into a Share Subscription Deed. As part of the transactions, LAT will distribute its shares in Lateral Profiles to the existing shareholders of LAT pro rata (Distribution). Before the Distribution takes place, LAT will, under the Share Subscription Deed, subscribe for 34,389,450 shares in Lateral Profiles. Accordingly, Lateral Profiles will have the same number of shares on issue as LAT currently does and existing LAT shareholders will hold the same proportionate shareholding interest they currently hold in LAT following the Distribution. The consideration for the shares comprises the assets, business, and assumed liabilities held in LAT prior to the transactions and the surplus cash consideration noted above. The Share Subscription Deed is conditional upon the Share Subscription Agreement becoming unconditional (conditions stated above). Board Composition The board composition of LAT will change as a result of the transactions. It is intended that Dene Biddlecombe and Robert McAuley will resign as directors of LAT and GTNZ will nominate two new directors to join the Board. It is intended that Joe van Wijk will remain on the Board of LAT after the transactions are completed. Next Steps A notice of special meeting to approve the transactions, together with a disclosure document, and an independent advisers report under the Takeovers Code and the Listing Rules, will be circulated to shareholders in due course once required approvals are obtained. For and on behalf of the Board Dene Biddlecombe Executive Chairman Email: dene.biddlecombe@lateralcorp.com Mobile: 027 230 0166 End CA:00297319 For:LAT Type:GENERAL Time:2017-02-23 16:49:59