Shareholders Approve Zalm Therapeutics Share Issue

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




FOR PUBLIC RELEASE
NZX Limited
Wellington

Wednesday, 19 January 2022

Shareholders Approve Zalm Therapeutics Share Issue – Set Stage to Accelerate Market Entry
and Expand Patient Choice

Rua Bioscience (NZX: RUA) shareholders have overwhelmingly approved the purchase of Zalm,
throwing further shareholder weight behind the company’s bid to become New Zealand’s premier
medicinal cannabis company.

The purchase will be undertaken through the issue of 28,735,632 shares over three years to Zalm
Therapeutics shareholders based on the achievement of agreed milestones.

As required by NZX Listing Rule 6.1, all voting was conducted by a poll. The resolution being
passed by shareholders was:

To consider and, if thought fit, pass the following ordinary resolution (
Resolution
), requiring
approval by a simple majority of the votes of shareholders entitled to vote and voting.
That the issue of:
• 8,140,000 new ordinary shares (
Initial Shares
); and
• 16,280,000 equity securities having the right to convert into ordinary shares on
achievement of the milestones described in the explanatory notes (
Performance Shares
),
to the shareholders of Zalm Therapeutics Limited (which may together eventually result in those
subscribers holding 28,735,632 fully paid ordinary shares in the Company) be approved for all
purposes, including for the purposes of NZX Listing Rule 4.2.1(a).

The voting results were:

For Against Votes Total Percentage of
issued Capital
Abstain
73,983,205
99.97%
22,055
0.03%
74,005,260 52.21% 913,138


Rua Bioscience CEO, Rob Mitchell, says the result of today’s Special Meeting is an important
moment for the company.

“We’re pleased to move forward with this acquisition and seize the meaningful opportunities we
anticipate for the company, our shareholders, patients and community,” he says.

“While there is plenty of work ahead, we expect the purchase of Zalm will be transformative for
Rua. Between Rua’s unique kaupapa, expertise and innovation and Zalm’s global-scale GMP
capability and experienced distribution partners, we have the potential to create a powerful
global brand faster.”

Rob Fyfe, Chairman of Zalm says “The team at Zalm are thrilled that Rua’s shareholders have
given the green light to progress with the acquisition and integration of Zalm Therapeutics.
Through the Due Diligence process, we have developed an excellent working relationship and
deep respect for the kaupapa, culture and vision of the Rua team and wider stakeholder
MARKET ANNOUNCEMENT

PO Box 1387, Gisborne 4040, Aotearoa New Zealand | 0800 RUABIO | www.ruabio.com
community and we look forward to supporting the Rua team to realise the potential of this
transaction.”

In December, Rua asked shareholders to consider the $10m purchase of Zalm. Rua’s Board
anticipates the transaction will enable the company to develop its product range more quickly,
which will allow faster access into global markets and generate more revenue sooner in a way
that is both capital efficient and cost effective.

Consistent with company kaupapa, the stability anticipated by this transaction will underpin
Rua’s local operations, the development of unique East Coast medicinal cannabis cultivars, and
its commitment to job creation on the East Coast.

Rua expects to settle the transaction with the first tranche of shares being issued by January 31. A
Transition Advisory Board will be established to ensure successful integration of the Zalm business
into Rua and the delivery of Rua's strategic priorities over the coming 12 months.

Rua announced Medsafe’s approval of its first cannabinoid product in December and anticipates
its release for New Zealand patients in the coming months. Rua is also developing product for
export via its distribution partner, Nimbus Health, in Germany. With the close of the Zalm deal,
Rua expects to further expand its product offering for domestic and global markets in the second
half of 2022.

Ends.

Authorised by:
Hamish White
CFO and Company Secretary
Hamish.white@ruabio.com

For further information:
Kerry Donovan
Communications Manager
Kerry.donovan@ruabio.com

About Rua Bioscience
Rua Bioscience is a New Zealand pharmaceutical company aiming to be a leading producer of
cannabinoid derived medicines. The company was established to 2017 in part to support local
economic development in Te Tairāwhiti and is a pioneer in the New Zealand medicinal cannabis
sector. Rua holds a licence to operate in the medicinal cannabis sector commercially, has
developed two commercial-scale facilities (a controlled cultivation site in Ruatorea as well as a
manufacturing and extraction plant in Gisborne), and holds an exclusive contract with German
distributer Nimbus Health to supply dried flower to Germany. Rua also has a well-defined strategy
to identify long-term value opportunities in a number of areas including agritech. As well as being
a funder, Rua brings extensive knowledge of the global market, expertise in cannabis plant
chemistry and analytics, cultivation and growth optimisation, processing and pharmaceutical
manufacturing. www.ruabio.com