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CIRCULAR TO SHAREHOLDERS IN RELATION TO THE: PART A - (I) PROPOSED SHARE CONSOLIDATION; (II) PROPOSED ACQUISITION; (III) PROPOSED DEBT SETTLEMENT; (IV) PROPOSED PRIVATE PLACEMENT; AND (V) PROPOSED EXEMPTION (COLLECTIVELY REFERRED TO AS THE "PROPOSED REGULARISATION PLAN"); PART B - INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF GNB IN RELATION TO THE PROPOSED EXEMPTION; AND PART C - PROPOSED CHANGE OF NAME