Rua Bioscience Special Meeting Presentation and Speeches

Special Shareholders’ Meeting
Acquisition of Zalm Therapeutics
19 January, 2022

“Through the acquisition of Zalm, we
combine our unique kaupapa,
expertise, product innovation and
excellence in cultivation with world-
leading scale and GMP capable
international manufacturing
capacity, and experienced
distribution partners; positioning
Rua to rapidly accelerate its global
business and revenue generation in
a capital-efficient manner.”
6

Introduction
Subject to shareholder approval, Rua has
reached an agreement to acquire Zalm
Therapeutics. The acquisition provides access
to significant world-class scale cannabis
cultivation and manufacturing capacity, which
will accelerate Rua’s sales into its key target
markets.
Zalm Therapeutics Limited (“Zalm”) Zalm has a highly
attractive long-term supply agreement with Cann
Group (“Cann”), one of Australasia’s largest GMP
compliant medicinal cannabis plant breeding,
cultivation, production and manufacturing companies.
7

Strong Strategic Rationale
Zalm is a medicinal cannabis business with attractive supply and distribution arrangements for GMP-grade
cannabis products to NZ and global markets. Zalm is majority owned by Michael Wilding, Rob Fyfe, Jonty Edgar
and Australian ASX-listed Cann Group. Consistent with Rua’s cultivation strategy, Zalm’s supply arrangements with
Cann provides Rua with further ability to service NZ and international medicinal cannabis markets.
8
Speed to
Market
World Class
and Globally
Competitive
Scale
Quality
Leadership
Preferential
and
Competitively
Priced
Product
De-Risks
Rua’s
Business
Strategy
Patient-
focused
Therapy
Awareness
Programme
IP and
Knowledge
Sharing

Four Key Outcomes
The Board of Rua Bioscience anticipates
the purchase of Zalm will result in:
1.Meaningful market presence
faster and
with a greater economy of scale than
any other New Zealand medicinal
cannabis company.
2.Market position earlier,
ahead of
competitors.
3.Greater commercial
opportunity for
world-class cultivation from Te
Ta i r
ā
whiti
.
4.Accelerated revenue generation
,
stabilising local operations, enabling the
expansion of our local grower partner
programme and
fostering our long-term
commitment to local job creation
.
9

Summary of the Acquisition Terms
Proposed acquisition for $10mequity value with one third paid upfront and the remaining two
thirds in equal instalments upon achievement of critical production and regulatory milestones.
1. Under certain circumstances this may be adjusted to up to 28,735,632 (see page 19 of the Investor Presentation)
$10mequity value
($8.5menterprise value net of Zalm cash)assuming full achievement of earn-out
milestones
1
.
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 $3.3mpaid on completion and remaining consideration paid in two
equal instalments ($3.3meach installment) conditional on the achievement of key milestones
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
•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.
Assuming all milestones are achieved,
Rua would issue 24,420,000
1
new Rua shares to Zalm shareholders
.
This exceeds Rua’s 15% placement capacity under the NZX Listing Rules and is therefore subject to
approval by Rua’s shareholders.
10

Establishment of the Transition Advisory Board
Rua, Cann and Zalm will form a Transition Advisory Board to facilitate the integration of Zalm.
Over the 12 months following settlement of the transaction, this Board will ensure the objectives of the
strategic partnerships are met, and all key existing relationships remain aligned to maximise the value from
the transaction.
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 and Director
Shane Duncan
-COO
11

Zalm Business Overview
12
Supply and Cultivation
Zalm has long term
supply and technical
services agreements
with Cann, one of
Australia’s leading
medicinal cannabis
suppliers.
Distribution
Zalm holds agreements
with CDC
Pharmaceuticals (NZ) to
supply finished products
directly into wholesale
channels, as well as
export distribution
relationships in our key
target export markets.
Product Range
Zalm plans to launch a
range of cannabis oils
in both NZ and Germany
in 2022, with
dried cannabis flower
also planned to launch in
Germany 2H2022.
Patient Management
Zalm is developing a
patient wellbeing
programme with Atlantis
Healthcare for
personalisedsupport to
patients and clinicians in
the use of Zalm
products.

Supply and Cultivation
Zalm has executed:
•Long-term supply agreements
at highly competitive terms.
•A long-term technical services
agreement for the provision of
operational services that
include:
•Licensing and regulation;
•Medicinal cannabis
production & processes;
•Genetics access, selective
breeding and cultivation; and
•New product formulation and
manufacturing.
This allows Zalm to source high-
quality, GMP-grade medicinal
cannabis without significant
capital investment in cultivation
and production facilities.
13
Cann Group’s new Mildura
cultivation and processing
facility expected to be
completed in early 2022.

Secures Supply at a Global Scale
Exclusive supply arrangements with Cann provide access to a globally scalable grower partner
at attractive price terms, without the need for significant capital investment.
Zalm Supply Arrangements
•Long-term preferential access to a percentage
of Cann capacity at highly competitive pricing,
with Zalm prioritisedover customersoutside
Australia.
•Fully variable product cost and no minimum
order quantities.
•Exclusive supply and sale rights for NZ and non-
exclusive for Australia and other global markets.
•Two exclusive a greements for supply a nd
technical services, for the period to October
2027, with options to extend.
•Price terms are at significantly better than other
grower partners due to scale and market
efficiencies.
Cann Group Overview
•Existing production facilities currently provide
~1,200kgper annum of production capacity for
dried flower. Completion of Stage 1aof Cann
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
70,000kg
.
•Established in 2014, Cann was the first
Australian company to be issued with a
medicinal cannabis Research Licenceand
Cultivation Licence.
•ASXlisted with current market capitalization of
~A$100m.
14

Product Range
THCCBDBalanced
aZanaTHC26isa
whole-plant
formulationwhich
hasbeendesigned
fororalconsumption.
THCisthemain
psychoactive
compoundfoundin
cannabis andis
responsiblefor the
‘high’ feeling.
aZanaCBD100
whole-plantcannabis
oilisaCBDdominant
formulation,which
containslessthan2%
THCandisdesigned
tobetakenorally.
UnlikeTHC,CBDis
nonpsychoactive.
aZanaTHC10CBD15
isabalanced3:5oil
designedto betaken
orally.
Zalm has developed a product
suite of three cannabis oil
products under the aZana brand,
expected to launch in 2HCY2022
comprising THC, CBD and
balanced (THC/CBD blend) oils.
All aZana products will be
manufactured in Cann’s GMP
facility (once licencingis
complete) 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 to
access its future pipeline of
innovative products.
15

Patient Management
In conjunction with Atlantis
Healthcare, Zalm is developing a
comprehensive digital platform that
provides patients ongoing support
in the use of Zalm products.
Atlantis Healthcare brings
internationally recognised expertise
having developed similar health
platforms globally for Pfizer,
AbbVie, GlaxoSmithKline and Merck.
16
Pre-Prescription
Is Medicinal Cannabis Right for Me?
A Therapy Awareness and Empowerment Toolbox
provides personalisedadvice and evidence,
ensuring well-informed decisions and empowering
conversations with doctors and other experts.
Post-Prescription
MyZalm
An ongoing Patient Management Programme that
monitors wellbeing, provides access to community
platforms and the option to contribute experiences
to local and global learning cohorts.

Capital Efficient Global Supply
Cann manufacturing at scale with access to
broad R&D platforms.
Expanded
product range and
distribution.
Revenue Driven
Premium Manufacturing
Locally produced oil and flower products
serving NZ and global markets.
Premium indoor
growing expertise
complemented by
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 Zalm
will 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.
Creating New
Zealand’s Premier
Medicinal Cannabis
Company
17

---

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



Rua Bioscience Ltd (NZX: RUA)
Special Shareholders’ Meeting
12:00pm, 19 January 2022


CHAIRMAN'S COMMENTARY

Welcome to this Special Meeting of the Rua Bioscience shareholders to consider the purchase of Zalm
Therapeutics. Thank you for joining us.

It’s a pleasure and a privilege to be here to deliver what the Board believes is a very exciting opportunity
for the company – one entirely complimentary to Rua's existing kaupapa and founding principles.

The opportunity to purchase Zalm is one that will:
• Help build Rua’s market position as a trusted and high-quality provider of cannabinoid products
by offering finished product for New Zealand and export supply earlier and ahead of our New
Zealand-based competitors;
• As a consequence of that accelerated growth path, enable greater opportunity for the cultivators
and production that will come from the Tairāwhiti region, and
• In line with Rua’s founding principles, strengthen and offer a more sustainable approach to job
creation for the people of Te Tairāwhiti, and particularly in Ruatorea.


CEO’S COMMENTARY

Welcome (slide 6)

Tena tātou katoa. greetings one and all. It is with great pleasure that I review with you the proposed Zalm
acquisition.

With this purchase, we expect to accelerate the creation of New Zealand’s premier medicinal cannabis
company. The combination of Rua’s unique kaupapa, expertise, product innovation and excellence in
cultivation with Zalm’s world-leading, scaled and GMP capable international manufacturing capacity,
and experienced distribution partners will be powerful.

We expect to get to global markets faster, generate more revenue sooner, in the most cost-effective and
capital-efficient way we can find. The stability this will provide, will underpin our ongoing commitment to
create value for our shareholders, our community and our patients.

Let’s take a more detailed look.


Introduction (slide 7)

Subject to shareholder approval, Rua has reached an agreement to acquire Zalm Therapeutics. The
acquisition provides access to significant world-class scale cannabis cultivation and manufacturing
capacity, which will accelerate Rua’s sales into its key target markets.

Zalm Therapeutics Limited, or Zalm, is a capital light and patient-centric NZ medicinal cannabis
company. Zalm has a highly attractive long-term supply agreement with Cann Group, or Cann, which will
CHAIRMAN AND CEO COMMENTARY

PO Box 1387, Gisborne 4040, Aotearoa New Zealand | 0800 RUABIO | www.ruabio.com
become one of Australasia’s largest GMP compliant medicinal cannabis plant breeding, cultivation,
production, and manufacturing companies.


Strong Strategic Rationale (slides 8 and 9)

Zalm is majority owned by Michael Wilding, Rob Fyfe, Jonty Edgar and Australian ASX-listed Cann Group.
Consistent with Rua’s cultivation strategy, Zalm’s supply arrangements with Cann provides Rua with
further ability to service NZ and international medicinal cannabis markets.

How does the purchase of Zalm achieve this?

•
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
: Cann 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
: Cann’s facilities will be GMP compliant utilising the latest indoor growing
technologies and science.
•
Economics:
The acquisition of Zalm gives Rua access to significant long-term quantities of GMP
compliant products under a long-term supply agreement with Cann at preferential and highly
competitive 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 directing 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 Programme
: Ownership of an exclusive patient-focused
online Toolbox to support patients through their journey, through exclusive partnerships with
Atlantis Healthcare.
•
IP and Knowledge Sharing
: Cann is committed to supporting Rua with trans-Tasman training,
collaboration which will help ensure we can develop Tairāwhiti as New Zealand’s centre for
Cannabis expertise.

The Board of Rua Bioscience anticipates the purchase of Zalm will result in four key outcomes:
1. Combining speed to market with long-term preferential access to substantial volumes of
competitively priced product should 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 should significantly reduce pressure on capital
requirements.
2. The transaction complements Rua's existing kaupapa by building Rua’s market position earlier
and ahead of our competitors.
3. This, in turn, will enable greater commercial opportunity for the world-class cultivation and
production that will come from Te Tairāwhiti.
4. In essence, we expect 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.


Summary of the Acquisition Terms (slide 10)

It is proposed that
Rua acquire Zalm for $10m equity value, or $8.5m enterprise value net of Zalm
cash,
with one third paid upfront and the remaining two thirds in equal instalments upon achievement of
critical production and regulatory milestones.
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 the achievement of key milestones
1
:

PO Box 1387, Gisborne 4040, Aotearoa New Zealand | 0800 RUABIO | www.ruabio.com
• Receiving the 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
• Receiving required German regulatory approvals for the sale of dried flower and confirmation of
agreed production volumes at specified preferential pricing terms, expected by July 2023.

Assuming all milestones are achieved,
Rua would issue 24,420,000
1
new Rua shares to Zalm
shareholders
. This exceeds Rua’s 15% placement capacity under the NZX Listing Rules and is therefore
subject to approval by Rua’s shareholders.

Shareholders should note, there is potential to issue up to 28,735,632 Rua shares under certain conditions,
and this is reflected in resolution.

Zalm vendor shareholders will own ~5.7% of Rua on initial completion with the potential to earn up to
~14.7% through the achievement of milestones, ensuring strong alignment for success.



Establishment of the Transition Advisory Board (slide 11)

Rua, Cann and Zalm will form a Transition Advisory Board to ensure the successful integration of Zalm.
Over the 12 months following settlement of the transaction, this board will ensure the objectives of the
strategic partnerships are met, and all key existing relationships remain aligned to maximise the value
from the transaction.


Zalm Business Overview (slide 12)

Why was Zalm of interest to us? There were four key aspects of Zalm’s business that interested Rua.
•
Supply and Cultivation
- Zalm has long term supply and technical services agreements with
Cann, one of Australia’s leading medicinal cannabis suppliers.
•
Distribution
- Zalm holds agreements with CDC Pharmaceuticals (NZ) to supply finished products
directly into wholesale channels, as well as export distribution relationships in our key target
export markets.
•
Product Range
- Zalm plans to launch a range of cannabis oils in both NZ and Germany in 2022,
with dried cannabis flower also planned to launch in Germany 2H2022.
•
Patient Management
– Zalm has developed a patient wellbeing programme developed with
Atlantis Healthcare for personalised support to patients and clinicians in the use of Zalm
products.


Supply and Cultivation (slides 13 and 14)

Looking specifically at Zalm’s supply and cultivation agreements, Zalm has executed:
• Long-term supply agreements with Cann Group at highly competitive pricing terms.
• A long-term technical services agreement with Cann is also held for the provision of operational
services that include:
• Licensing and regulation;
• Medicinal cannabis production & processes;
• Genetics access, selective breeding and cultivation; and
• New product formulation and manufacturing
This allows Zalm to source high-quality, GMP-grade medicinal cannabis without significant capital
investment in cultivation and production facilities.

PO Box 1387, Gisborne 4040, Aotearoa New Zealand | 0800 RUABIO | www.ruabio.com
Rua anticipates that our world-class cultivation team will be able to provide plant genetics and
cultivation advice across the group, enabling Cann to grow proprietary varieties at a global scale for
supply to Rua for processing.

Established in 2014, Cann Group was the first Australian company to be issued with a medicinal cannabis
Research Licence and Cultivation Licence. It listed on ASX in May 2017. Cann’s existing

production facilities currently provide ~1,200kg per annum of production capacity for dried flower.
Completion of Stage 1a of Cann Group’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 per annum.

The Zalm supply arrangement provides:
• Long-term preferential access to a percentage of Cann capacity at highly competitive pricing,
with Zalm prioritised over other customers.
• Fully variable product cost and no minimum order quantities.
• Exclusive supply and sale rights for NZ and non-exclusive for Australia and other global markets.
• Two exclusive agreements for supply and technical services, for the period to October 2027, with
options to extend.
Price terms are at significantly better terms than other grower partner due to scale and market
efficiencies.


Product Range (slide 15)

Zalm has developed a product suite of three cannabis oil products under the aZana brand, expected to
launch in 2H CY2022 comprising THC, CBD and balanced (THC/CBD blend) oils.

All aZana products will be manufactured in Cann’s GMP facility (once licencing is complete) 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 to access its
future pipeline of innovative products.


Patient Management (slide 16)

In conjunction with Atlantis Healthcare, Zalm is developing a comprehensive digital platform that
provides patients and clients upfront and ongoing support in the use of Zalm products.

This patient-centric offering differentiates Rua, Zalm, and its products from other medicinal cannabis
companies by providing a toolbox that allows:
• Patients to access personalised advice to enable choice;
• Clinicians to prescribe appropriate products; and
• An ongoing tool for monitoring and supporting patients’ well-being.

Atlantis Health is a global group of companies with internationally recognised expertise in designing and
delivering personalised behaviour change solutions that empower positive health outcomes.

Atlantis Health has developed similar health or patient support platforms globally for Pfizer, AbbVie,
GlaxoSmithKline and Merck.

PO Box 1387, Gisborne 4040, Aotearoa New Zealand | 0800 RUABIO | www.ruabio.com
Creating New Zealand’s Premiere Medicinal Cannabis Company (slide 17)

The combination of Rua and Zalm will 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.

Rua will continue to produce premium Rua-branded products from our Cannabis Centre of Excellence at
Mangaoporo and our state-of-the-art manufacturing facility in Gisborne. We will continue to develop
locally produced oil and flower products serving NZ and global markets - our mahi complemented by
that of NZ-wide grower partnerships.

In purchasing Zalm’s agreement with Cann, we secure capital-efficient global supply and gain access to
their R&D platforms. These products are marketed through Zalm’s aZana brand – expanding product
range, distribution and ultimately driving revenue.

We underpin this all with a world-class patient support platform.

---

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




FOR PUBLIC RELEASE
NZX Limited
Wellington

Wednesday 19 January, 2022


Presentation Slides and Commentary Available for Rua Bioscience Ltd Special Shareholders’
Meeting

The attached ‘Presentation Slides’ and ‘Chairman and CEO Commentary’ will be presented at the
Rua Bioscience Special Shareholders’ Meeting, held to consider the proposed acquisition of Zalm
Therapeutics.

The meeting is online, held at 12.00pm (New Zealand time) on 19 January 2022 and hosted on
Computershare Investor Services Limited’s (
Computershare’s
) meeting platform
https://meetnow.global/nz.


ENDS

For more information, please visit www.ruabio.com or contact:
Media
Kerry Donovan
Communications Manager
+64 (21) 128 7689
kerry.donovan@ruabio.com

Investors
Hamish White

Chief Financial Officer

+64 (21) 050 5795
Hamish.white@ruabio.com

About Rua Bioscience
Rua Bioscience is a New Zealand pharmaceutical company aiming to produce cannabinoid
derived medicines for both export and local markets. Rua has been an early mover in the sector
and was the first private company in New Zealand to receive a licence to cultivate Cannabis for
research purposes. Founded in 2017 in Ruatorea as a subsidiary of charitable company Hikurangi
Enterprises Limited, Rua is underpinned by its mission to heal the people and heal the land. It is
committed to New Zealand's Te Tairāwhiti (East Coast) region and its local community. The
Company has completed facilities for cultivation and manufacturing and received GMP
certification. www.ruabio.com




CHAIR AND CEO COMMENTARY