Rua to Accelerate Growth with Proposed Acquisition of Zalm

PO Box 1387, Gisborne 4040, Aotearoa New Zealand | 0800 RUABIO | www.ruabio.com



FOR PUBLIC RELEASE
NZX Limited
Wellington

30 November 2021

Rua to Accelerate Growth with Proposed Acquisition of Zalm Therapeutics
Transaction Expected to Diversify Revenue, Accelerate Market Entry and Expand Patient
Choice

Rua Bioscience (NZX: RUA) has entered into an agreement to acquire 100% of Zalm Therapeutics
Limited (Zalm), a New Zealand-based medicinal cannabis company, who has Australia’s leading
listed medicinal cannabis company, Cann Group (ASX:CAN) as one of its key shareholders and
partners. Rua is acquiring Zalm for $10m equity value through the issue of new Rua shares at
approximately $0.41 per share. Rua anticipates completing the acquisition in late January 2022,
subject to necessary Rua shareholder approval.

This is an outstanding opportunity, that benefits Rua in the following ways:
• Significantly earlier access to GMP, export-quality oil products at scale by mid 2022;
• Preferential pricing through a long-term supply agreement as a result of Cann's world leading
scale and GMP capability as they are in the final stage of commissioning one of Australasia's
largest and most technologically advanced indoor growing facilities, due to commence
production in January 2022.
• No minimum production commitment, and a fully variable cost base, substantially de-risking
Rua’s growth when compared with competitors who are investing heavily in cultivation and
production ahead of building sustainable revenue.
• The combination of accelerated speed to market, access to significant volume of variable
cost product at market-leading cost will enable us to build a beachhead presence in our
target markets well ahead of production coming on stream at Tairāwhiti, significantly
strengthening the business model and reducing capital requirements.
• Ownership of an exclusive patient-focused Therapy Awareness and Empowerment Toolbox
developed by Atlantis Healthcare, which will support patients through their journey.
• Enabling Rua to invest over $7.5m in sales and marketing over the next four years to
significantly accelerate our New Zealand and key export market entry and penetration.
• Enhancement of the company’s existing kaupapa (founding principles).

Rua Chairman, Trevor Burt, says "combining speed to market with long-term preferential access
to substantial volumes of competitively priced product will enable the company to build a
meaningful market presence faster and with a greater economy of scale than our current
capacity or that of any other New Zealand medicinal cannabis company. This will significantly
reduce pressure on revenue.

"Critically, the deal complements Rua's existing kaupapa by building Rua’s market position earlier
and ahead of our competitors. This in turn will enable greater commercial opportunity for the
world-class cultivation and production that will come from Te Tairāwhiti.

“In essence, this deal will accelerate our revenue generation, offering further stability to our local
operations, enabling the expansion of our local grower partner programme and fostering our
long-term aspirations for local job creation".

MARKET ANNOUNCEMENT

PO Box 1387, Gisborne 4040, Aotearoa New Zealand | 0800 RUABIO | www.ruabio.com
Zalm Chairman and former Air New Zealand CEO, Rob Fyfe, says the team is excited about the
potential of the deal. Rua’s acquisition of Zalm will create what he describes as New Zealand’s
premier medicinal cannabis company.

“We reviewed the New Zealand market to see who best to work with. When we looked at Rua
Bioscience, we saw a unique and deeply-held kaupapa, and an experienced and capable team
that will accelerate rapidly through Zalm's partnerships with Cann Group and Atlantis Healthcare.
We believe this is a fantastic deal, and we are thrilled to have this opportunity to move forward
with Rua.”

Zalm Supply Contract and Products
Rua would acquire Zalm’s third party supply contract for GMP-grade medicinal cannabis with
Cann, including exclusive supply into New Zealand. Cann is currently in the final commissioning
phase of one of Australasia’s largest and most technologically advanced indoor growing facilities
at Mildura, Victoria, which will deliver world world-class and globally competitive scale and GMP
capability and will complement their existing production facility in Melbourne. When the first
stage of this facility is fully commissioned in early 2022, Cann expects to have capacity to
produce 12,500kg of medicinal cannabis per annum, with the ability to increase this to 70,000kg
in future stages.

The supply contract has no minimum commitment levels for Rua, but allows preferential access to
a percentage of Cann’s supply. This substantially de-risks Rua’s growth strategy when compared
with competitors who are investing heavily in cultivation and production before building
sustainable revenue streams.

Rua would acquire Zalm's market-ready products, including distribution agreements in New
Zealand and distribution relationships across key export markets, supplying products directly into
retail, hospital, pharmacy, and other wholesale channels.

Rua would also own an exclusive Therapy Awareness and Empowerment Toolbox developed by
Atlantis Healthcare, which will provide personalised support to patients during their medicinal
cannabis therapy.

Accelerating Rua’s Path to Market
Rua recently announced the New Zealand release of its first product early in 2022 with flower for
Germany to follow.

Rua CEO, Rob Mitchell, says "Rua’s commercial strategy recognises the need to diversify revenue,
accelerate market entry and expand patient choice. This transaction will address all three,
enabling Rua to supply patients with two unique brands: Rua, a locally-produced, premium oil
and flower produced in New Zealand; and Zalm’s Australian-grown oil and dried flower.

The acquisition will expand Rua’s grower partner network to cover Australasia. However, Rua’s
Mangaoporo cultivation centre will remain at the heart of our genetics innovation, producing
premium Rua-branded products, and providing genetics and cultivation advice across the group,
enabling Cann to grow proprietary varieties at a global scale for supply to Rua for processing.”

Deal Structure
The structure includes milestone payments, based on achievement of purchase price tiers and
supply, at scale, of specific flower and oil products to Rua’s global markets.

To maximise the potential of this acquisition, and the global commercial opportunities Cann and
Atlantis Healthcare will help enable, Rua will establish a new Transition Advisory Board, chaired
by Board representative, Brett Gamble, and:
× The major shareholders and Directors of Zalm - Rob Fyfe and Michael Wilding;
× Rua’s CEO, Rob Mitchell, and CCO, Dr Andi Grant; and
× Cann’s CEO, Peter Crock and COO, Shane Duncan.

Transaction Terms and Funding

PO Box 1387, Gisborne 4040, Aotearoa New Zealand | 0800 RUABIO | www.ruabio.com
Rua Bioscience has entered into a conditional agreement to acquire Zalm for $10m equity value
($8.5m enterprise value net of Zalm cash). 100% of the agreed purchase value will be satisfied
through the issue of new Rua shares at approximately $0.41 (based on 60-day VWAP) with $3.3m
paid on completion and remaining consideration paid in equal instalments ($3.3m) conditional on
Zalm achieving critical production, pricing and regulatory milestones during the period 2022 to
2024. Assuming all milestones are achieved, Rua would ultimately issue 24,420,000
1
new Rua
shares to Zalm shareholders. $1.0m of Zalm cash is available to Rua immediately on settlement
with ~$0.5m held in escrow pending achievement of at least one of two milestones.

Shareholder Approval
The issue of shares for this transaction is subject to approval by Rua’s shareholders by way of
ordinary resolution, requiring a simple majority of the votes of those shareholders eligible to vote
and voting. Rua intends to hold a virtual Special Shareholders Meeting in mid-January 2022 for
this purpose. Further details will be included in the coming Notice of Meeting, expected to be sent
out to Rua shareholders around mid-December.

For further information regarding Zalm and the proposed acquisition, please refer to the Investor
Presentation that accompanies this NZX Announcement.

Ends.

For more information, please contact:
Kerry Donovan
Communications Manager Rua Bioscience
Email: kerry.donovan@ruabio.com
Phone: 021 128 7689

About Rua
New Zealand pharmaceutical company Rua Bioscience aims to be a leading producer of
cannabinoid derived medicines. The company was established in 2017 to support local economic
development in Te Tairāwhiti and is a forerunner in the New Zealand medicinal cannabis sector.
Rua has developed two commercial-scale facilities (a controlled cultivation site in Ruatorea and a
manufacturing and extraction plant in Gisborne). The company anticipates the New Zealand
release of our first product early in 2022 with flower for Germany to follow via a New Zealand
exclusive contract with German distributor Nimbus Health.
Through the Zalm acquisition we combine our unique kaupapa, expertise, product innovation and
excellence in cultivation with experienced international manufacturing and distribution partners;
positioning Rua to rapidly accelerate its global business, revenue generation in a capital efficient
manner.

About Zalm
Zalm is a medicinal cannabis business with attractive supply and distribution arrangements for
GMP-grade cannabis products to NZ and global markets
. Zalm has developed a transparent and
secure supply chain from seed to sale and has formed strategic partnerships with key partners to
ensure Zalm can act in a capital light, agile and patient demand driven manner. Zalm has
developed, and trademarked, a considered and distinctive brand to differentiate itself as a
patient-centric and reputable provider of medicinal cannabis products.
Zalm is headed by Rob Fyfe & Michael Wilding, who have led the development of very
successfully NZ/regionally-branded companies that create significant value in regions.

About Cann
Cann Group is an established ethical leader in Australia’s emerging medicinal cannabis industry.
Cann Group Limited (ABN 25 603 949 739) is building a world-class business focused on breeding,
cultivating, manufacturing and supplying medicinal cannabis for sale and use within Australia and
for approved overseas export markets. Cann also owns Satipharm, a Europe-based business
exclusively licensed to manufacture, develop and market the proprietary Gelpell delivery system
for cannabinoids. Cann has established research and cultivation facilities in Melbourne and is
developing a state-of-the-art cultivation and manufacturing facility near Mildura, Victoria. Cann

1
Subject to adjustments in certain circumstances.

PO Box 1387, Gisborne 4040, Aotearoa New Zealand | 0800 RUABIO | www.ruabio.com
Group has established a leading position in plant genetics, breeding, extraction, analysis and
production techniques required to facilitate the supply of medicinal cannabis for a range of
diseases and medical conditions. The Company is commercialising a range of imported and
locally sourced and manufactured medicinal cannabis products.
Learn more at: www.canngrouplimited.com | www.satipharm.com

About Atlantis Health
For over 25 years the NZ founded company has focused on delivering award-winning
personalized behaviour change solutions that address practical and emotional challenges across
an extensive range of different health conditions.
From ultra-rare and orphan diseases to common conditions, including cancer, type 2 diabetes
and asthma their programs have covered over 200 disease states assisting people manage their
health in over 30 countries.

---

Acquisition of Zalm Therapeutics
Investor Presentation
30 November 2021

Rua Bioscience Limited (Rua) is a New Zealand pharmaceutical company aiming to be a leading producer of
cannabinoid derived medicines. Rua was established in 2017 in part to support local economic development in Te
Tairāwhiti (East Coast) region, and is a pioneer in the New Zealand medicinal cannabis sector. Rua listed on the NZX
Main Board on 22 October 2020.
This presentation and the information contained in or accompanying this presentation are not, and are under no
circumstances to be construed as, an invitation to subscribe for, or an offer of, shares, securities or financial products
to any person, in any country or the basis for a contract, financial advice, other advice or recommendation to
conclude any transaction for the purchase or sale of any security, loan or other instrument.No information set out in
this presentation will form the basis of any contract.The information provided in this presentation is for discussion
purposes only and should not be relied on in making an investment decision. This presentation and the information
contained in or accompanying this presentation are not a product disclosure statement under New Zealand law.
This presentation, including any forward looking statements contained in this presentation (if any), has not been
independently verified.Neither Rua nor any of its directors, officers, shareholders, advisors, agents or employees
make any representation or warranty as to the reasonableness, accuracy, suitability, currency or completeness of the
information contained in this presentation and those parties shall have no liability for any statement, opinion,
information or matters (express or implied) arising out of, contained in, or derived from, or for any omissions from, or
failure to correct or update any information in, this presentation or any other written or oral communications
transmitted to you in relation to this presentation.
2

“Through the acquisition of
Zalm, we combine our unique
kaupapa, expertise, product
innovation and excellence in
cultivation with world-leading
scaled and GMP capable
international manufacturing
and experienced distribution
partners; positioning Rua to
rapidly accelerate its global
business and revenue
generation in a capital efficient
manner.”
3

Executive Summary
Subject to shareholder approval, Rua has reached agreement to acquire Zalm
Therapeutics. The acquisition provides access to significant world-class scale cannabis
manufacturing capacity, which will accelerate Rua’s sales into its key target markets
4
Zalm
Overview
ZalmTherapeutics Limited (“Zalm”) is a capital light and patient-centric NZ medicinal cannabis company. Zalmhas a
highly attractive long-term supply agreement with CannGroup, one of Australasia’s largest GMP compliant medicinal
cannabis plant breeding, cultivation, production and manufacturing companies.
Strategic
Rationale
•Speed to Market: significantly earlier access to GMP, export-quality oil products at scale by mid 2022; along with Rua’s
CBD oil product expected for product launch in 1H22.
•World Class and Globally Competitive Scale: CannGroup are in the final commissioning phase of their indoor grow
facility expected to complete in early 2022 with approximately 12,500kg of annual dried flower capacity making it one of
the largest in the Southern Hemisphere.
•Quality Leadership: CannGroup’s facilities will be GMP compliant and utilisethe latest indoor growing technologies and
science.
•Economics: The acquisition of Zalmgives RUA access to significant long-term quantities of GMP compliant oils and
dried flower under a long-term supply agreement with CannGroup at preferential and highly competitive market pricing.
•De-Risks the Business Plan: the agreement provides Rua with access to global scale manufacturing capacity without the
need for capital investment providing a lower-risk pathway to market. This will enable Rua to focus on redirecting
investment into the development of premium Rua-branded East Coast cultivars and sales and marketing to accelerate
our export and New Zealand market strategy.
•Patient-focused Therapy Awareness Programmes: ownership of an exclusive patient-focused Therapy Awareness and
Empowerment Toolbox to support patients through their journey, through exclusive partnerships with Atlantis Healthcare
(a global specialist in designing and delivering personalisedbehaviourchange solutions in healthcare).
•IP and Knowledge Sharing: CannGroup are committed to supporting Rua with trans-Tasman training, collaboration and
knowledge sharing which will help ensure we can continue to develop Tairawhiti as New Zealand’s centrefor Cannabis
expertise.

Executive Summary (Cont.)
Proposed acquisition for $10m equity value with one third paid upfront and the
remaining two thirds in equal instalments upon achievement of critical production and
regulatory milestones.
5
Summary
Acquisition
Terms
•$10m equity value ($8.5m enterprise value net of Zalmcash)assuming full achievement of earn-out milestones
1
•100% of agreed purchase value satisfied through issue of new Rua shares at approximately $0.41 (based on 60-day
VWAP) with $3.3m paid on completion and remaining consideration paid in equal instalments ($3.3m) conditional on
the achievement of key milestones
1
:
1.Receiving necessary German regulatory approvals for the sale of CBD and THC oil extracts and confirmation of
agreed production volumes at specified preferential pricing terms, expected by July 2022; and
2.Receiving necessary German regulatory approvals for the sale of dried flower and confirmation of agreed
production volumes at specified preferential pricing terms, expected by July 2023.
•Major shareholders of Zalm, Rob Fyfe and Michael Wilding, to sit on new Transition Advisory Board along with two
representatives from each of CannGroup and Rua.
•Assuming all milestones are achieved, Rua would issue 24,420,000
1
new Rua shares to Zalmshareholders. This exceeds
Rua’s 15% placement capacity under the NZX Listing Rules and is therefore subject to approval by Rua’s shareholders.
1. Subject to potential future adjustment under certain circumstances (see page 17)

6
Acquisition of
ZalmTherapeutics

Supply and Cultivation
Zalmhas long term supply and technical services agreements
with CannGroup, one of Australia’s leading medicinal cannabis
suppliers.
Distribution
Distribution agreements held with CDC Pharmaceuticals (NZ)
and to supply finished products directly into wholesale
channels, and export distribution relationships in our key target
export markets.
Products and Patient Management
Zalmplans to launch a range of cannabis oils
range in both NZ and Germany in 2022, with
dried cannabis flower also planned to launching
in Germany 2H2022.
A patient wellbeing programmedeveloped
with Atlantis Healthcare for personalised
support to patients and clinicians in the use
of Zalmproducts.
Ownership
Majority owned by Rob Fyfe, Michael Wilding, Jonty Edgar and
Australian listed CannGroup.
7
ZalmBusiness Overview
Zalmis a medicinal cannabis business with attractive supply and
distribution arrangements for GMP-grade cannabis products to NZ and
global markets.

•Zalmhas executed long-term supply agreements with
CannGroup at highly competitive pricing terms compared
to grower partner alternatives assessed by Rua.
•A long-term technical services agreement with Cann
Group is also held for the provision of operational services
that include:
-Licensing and regulation;
-Medicinal cannabis production and processes;
-Genetics access, selective breeding and cultivation; and
-New product formulation and manufacturing.
•This allows Zalmto source high-quality, GMP-grade
medicinal cannabis without significant capital investment
in cultivation and production facilities.
8
Supply Chain and Distribution
Consistent with Rua’s cultivation partner strategy, Zalm’ssupply arrangements with
CannGroup provides Rua with further ability to service the NZ and international
medicinal cannabis markets.
Cultivation and Growing
Distribution Channels
•Key distribution agreements are held with CDC
Pharmaceuticals in New Zealand, and key export
distribution relationships are held across our key target
export markets.
•These will allow Zalmto supply finished products directly
into retail, healthcare, pharmacy and other wholesale
channels.

9
ZalmProduct Range
THCCBDBalanced
aZanaTHC26isawhole-
plantformulationwhich
hasbeendesignedfor
oralconsumption.THCis
themainpsychoactive
compoundfoundin
cannabis andis
responsiblefor the‘high’
feeling.
aZanaCBD100whole-
plantcannabisoilisa
CBDdominant
formulation,which
containslessthan2%
THCandisdesignedto
betakenorally.Unlike
THC,CBDisnonpsycho
active.
aZanaTHC10CBD15isa
balanced3:5oildesigned
to betaken orally.
Zalmhas developed a product suite of three
cannabis oil products under the aZanabrand,
expected to launch in 2H CY2022 comprising
THC, CBD and balanced (THC/CBD blend) oils.
All aZanaproducts will be manufactured in Cann’s
GMP facility (once licencingcomplete) and meet
New Zealand and European regulatory
requirements.
Through the long-term supply agreement, Zalm
is well placed to be able to work with Cann
Group to access their future pipeline of
innovative products.

Patient Management
In conjunction with Atlantis Healthcare, Zalmis developing a comprehensive digital
platform that provides patients and clients upfront and ongoing support in the use of
Zalmproducts.
10
Pre-
Prescription
‘Is medicinal cannabis right for me’ (IsMC4Me?)
Therapy Awareness and Empowerment Toolbox
Patients are provided with personalisedadvice and evidence
of those in a similar situation or condition. This ensures a
well-informed decision and facilitates empowering
conversations with the doctors and other expert contributors.
Post-
Prescription
MyZalm
Patient Management Programme
Programme includes trial and cost-sharing of aZanaproduct,
with an ongoing support programme to monitor well-being /
quality of life. Patients are provided with access to
community platforms and given the option to contribute
experiences to a NZ ‘register’, feeding into local and global
learning cohorts
•Zalmhas exclusive arrangements with Atlantis Health
for development of a health platform for medicinal
cannabis in NZ.
•Atlantis Health is aglobal group of companieswith
internationally recognized expertise in designing and
delivering personalized behavior change solutions that
empower positive health outcomes.
•Atlantis Health has developed similar health or patient
support platforms globally for Pfizer, Abbvic,
GlaxoSmithKline and Merck.
•This patient centric offering differentiates Rua, Zalm,
and its products from other medicinal cannabis
companies by providing a toolbox that allows:
-Patients to access personalisedadvice to enable
choice;
-Clinicians to prescribe appropriate products; and
-An ongoing tool for monitoring and supporting
patients’ well-being.

11
Strong Strategic
Rationale

12
Secures Supply at a Global Scale
Exclusive supply arrangements with CannGroup provide access to a globally scalable
grower partner at attractive price terms, without the need for significant capital
investment.
CannGroup Overview
•Established in 2014, CannGroup was the first Australian
company to be issued with a medicinal cannabis Research
Licenceand Cultivation Licence.
•ASX listed with current market capitalization of ~A$100m.
•Existing production facilities currently provide ~1,200kg per
annum of production capacity for dried flower. Completion of
Stage 1a of CannGroup’s production facility in Mildura,
expected in early 2022, allows for an additional ~12,500kg per
annum. Further expansion opportunities at Mildura are
available for staged increases in production capacity up to a
total of 70,000kg.
ZalmSupply Arrangements
•Zalmprovides long term preferential access to a percentage of
CannGroup’s production capacity at highly competitive
pricing, with Zalmprioritized over other customers / offtake
outside of Australia.
•Fully variable product cost and no minimum order quantities.
•Initial term with two exclusive agreements for supply and
technical services expires October 2027, with the ability to
extend beyond this period.
•Exclusive supply and sale rights for NZ and non-exclusive for
Australia and other global markets that Zalmdirects.
•Price terms are at significantly better terms than other grower
partner opportunities Rua has evaluated to date due to scale
and market efficiencies.

13
CannGroup’s new Mildura
cultivation and processing
facility expected to be
completed in early 2022

14
Expanded Cannabis Oil Product Range
The acquisition of Zalmwill extend Rua’s own medicinal cannabis product rollout with
complementary oils anticipated to be available in New Zealand 1H CY2022.
•CannGroup to cultivate and manufacture aZana-branded finished
products from Australian genetics directly to NZ and export markets.
•NZ oil products expected to launch to market during 2022.
•Transaction milestones are based on CannGroup achieving the
capacity to deliver at least 10,000 units of each oil per annum to
Germany, at specified preferential pricing margins. This expected to
be met by July 2022 and no later than Dec 2022.
1
•Consistent with our current strategy, Ruatorea and Gisborne
facilities will be utilisedfor high quality batch production of Rua
branded premium products for NZ and export markets. It will
also remain home of the world class R&D across the medicinal
cannabis chain.
•The Ruatorea site will continue to serve as a “Centre of
Excellence”, providing unique plant genetics for CannGroup to
grow at scale in their Mildura facility.
•Zalmtransaction milestones protect Rua from non-
performance against production targets (volumes and dates)
and market regulatory risk (German regulatory approvals).
Rua to provide own cultivars to Mildura
facility for Rua premium-branded cannabis
products.
CY2022
Oil products launched in
NZ and international
markets (AU, Germany)
Manufactured finished Zalm
products sent direct to market
1
Product dates currently expected by Rua but subject to necessary regulatory approvals

15
Significant Source of Additional Cannabis Flower
Dry flower available through the CannGroup supply agreement will widen Rua’s existing
flower product portfolio and significantly increase manufacturing capacity.
•The genetic varieties of dried flower supplied by CannGroup are
expected to be ready for export markets in Q3 CY2023.
•Transaction milestones are based on CannGroup achieving the
capacity to deliver at least 150kg per month of dried flower to
Germany, at specified preferential pricing margins, as well as the
establishment of Rua cultivars at commercial scale in their GMP facility.
The milestone is expected to be delivered by July 2023 and no later
than Mar 24.
1
•Access to CannGroup’s breeding, cultivation and manufacturing
facilities will provide Rua with sufficient scale to enter the EU and
Australasian markets while reducing the capital requirements to
establish our own large-scale facilities.
•Through the technical services agreement, Rua will also be able to
leverage Cann’sextensive R&D capability and genetics projects.
•Access to CannGroup cannabis flower will allow Rua to focus on
smaller scale premium Rua-branded production of East Coast cultivars
for local and global markets from our own facilities as well as assessing
other grower partner initiatives (including outdoor trials).
1
Product dates currently expected by Rua but subject to necessary regulatory approvals
CannGroup’s new Mildura cultivation and processing facility expected to be
completed in early 2022

CannGroup manufacturing at scale
with access to broad R&D platforms
Expanded product
range & distribution
Revenue driven
Capital efficient global supply
Premium manufacturing
Locally produced oil and flower
products serving NZ and global
markets
Premium indoor growing
expertise complimented by
local and NZ wide Grower
Partnerships
Premium cultivation
Digital platforms
supporting patients and
clinicians to get the right
medicine and the right
time
Patient focused
Harnessing healing
power of medicinal
cannabis
Premium finished
products
01
01
01
The combination of Rua and
Zalmwill create NZ’s premier
medicinal cannabis company
with access to one of
Australasia’s largest GMP-grade
medicinal cannabis supply,
increased R&D capabilities and
international and domestic
distribution channels.
16
Creating New Zealand’s Premier Medicinal Cannabis Company

17
Transaction Summary

18
Transaction Terms
Zalmis being acquired at an equity value of approximately $10 million, funded through
the issue of new Rua shares with $3.3 million paid upfront and the remainder on
achieving key milestones.
Value and
Payment
Milestones
1
•$10m equity value and $8.5m enterprise value (net of Zalmcash).
1
•100% of agreed purchase value satisfied through issue of 24,420,000 new Rua shares with 8,140,000 issued on completion (~$3.3m) and
remaining share consideration issued contingent on completion of two critical milestones (subject to adjustments noted below):
1.8,140,000 Rua shares ($3.3m) on CannGroup supplying the necessary manufacturing information required for Rua and their Agents to
submit their German regulatory approvals for the sale of CBD and THC oil extracts as medicinal cannabis products and confirmation of
production capacity of 10,000 units per annum (for each of CBD100, THC26 and Balanced) at specified preferential pricing terms
(expected by July 2022); and
2.8,140,000 Rua shares ($3.3m) on CannGroup supplying the necessary manufacturing information required for Rua and their Agents to
submit their German regulatory approvals for the sale of dried flower grown at CannGroup’s cultivation facilities and confirming
commercial production capacity of up to 150kg per month at specified preferential pricing terms (expected by July 2023).
•The total number of shares issued toZalmshareholders will be adjusted in the following circumstances:
-If Rua raises additional capital prior to achievement of the second milestone at an issue price below $0.4095andif the prevailing share
price at satisfaction of milestone two is lower than $0.4095, Rua will issue additional shares such that the total number of shares issued
is equal to $10m divided by the higher of the market price and $0.348 (implying an effective cap of 4,315,623 additional shares); and
-If the future contracted purchase price for oil and dried flower from CannGroup is above certain agreed levels, the number of shares
issued under the relevant milestone will be reduced (or result in the milestone not being achieved if the purchase price exceedsagreed
thresholds).
•$1.0m of Zalmcash available to Rua immediately on settlement with ~$0.5m held in escrow pending achievement of at least one of 2
milestones.
•If neither of 2 milestones is achieved, ~$0.5m of cash will be released to vendors and Rua would have paid $3.3m for Zalm($2.3m net of cash).
Shareholder
Approval
Condition
•Potential issue of up to 28,735,632 of Rua shares (contingent on achieving milestones and any adjustments) represents 20.3% of current Rua
shares on issue. This potential placement exceeds the 15% limit under NZ Listing Rule 4.5.
•The transaction is therefore conditional on shareholder approval by way of ordinary resolution.
•Shareholder approval to be sought at special meeting of shareholders mid-January 2022.
•If approved, settlement of the transaction is scheduled on or before 31 January 2022.
1
Transaction value based on ascribed
Rua share value of $0.4095 being the
60-day volume weighted average
price up to 12 November.

19
Establishment of Transition Advisory Board
Rua, CannGroup and Zalmare forming a Transition Advisory Board to facilitate the
integration of Zalmand deliver on Rua and CannGroup’s strategic priorities post
acquisition.
Chair –Brett Gamble
Rob Fyfe
Chairman
Michael Wilding
CEO
Tra n s it io n Ad vis o r y Bo a rd
Rob Mitchell
CEO
Dr Andi Grant
CCO
Peter Crock
CEO & Director
Shane Duncan
COO
•Over the 12 months following settlement of
the transaction, the transition advisory board
will ensure the objectives of the strategic
partnerships, and all key existing
relationships, remain aligned for all
stakeholders in order to maximise the value
from the transaction.
•Zalmvendor shareholders will own ~5.7% of
Rua on initial completion with the potential
to earn up to ~14.7% through achievement of
milestones, ensuring strong alignment for
success.