Capital Change Notice – Performance Shares

Template
Capital Change Notice

Updated as at 17 October 2019



Section 1: Issuer information
Name of issuer Rua Bioscience Limited
NZX ticker code RUA
Class of financial product Equity Securities (performance
shares)
ISIN (If unknown, check on NZX website)
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 16,280,000
Nominal value (if any) NIL
Issue/acquisition/redemption price per security N/A
Nature of the payment (for example, cash or other
consideration)
Other consideration
Amount paid up (if not in full) Paid in full
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury Stock,
in existence)
1

100%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date)
See attached Conversion
Terms
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Acquisition of Zalm
Therapeutics Limited
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the Class
held as Treasury Stock after the issue/acquisition/redemption.
16,280,000
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Shareholder Resolution dated
19 January 2022 and
Directors' resolution and
Directors'' certificate dated on
our about the date of issue
Listing Rules 4.6.1 and
5.2.2(e)

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
N/A
Date of issue/acquisition/redemption
2
04/02/2022
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Hamish White
Contact person for this announcement Kerry Donovan
Contact phone number
Contact email address Kerry.donovan@ruabio.com
Date of release through MAP

02/02/2022



2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

Template
Capital Change Notice

Updated as at 17 October 2019


CONVERSION TERMS

Conversion of the Convertible Shares into Rua shares is contingent on the completion of two
critical milestones. The milestones are as follows:
• Milestone 1: Cann Group Limited (Cann Group) obtaining regulatory approval by the
relevant German regulatory authorities for the sale of Cann Group extracted oils
(CBD100, THC26 and THC10/CBD15) as medicinal cannabis products and Cann Group
confirming to Rua production capacity of 10,000 units for each oil product per annum at
specified preferential pricing terms prior to 30 December 2022 (although the expectation
is that this will be achieved by July 2022).
• Milestone 2: Cann Group obtaining regulatory approval by the relevant German
regulatory authorities for the sale of dried flower grown at its Mildura facility, Cann Group
accepting Rua cultivar (provided Rua is able to supply its cultivar within a reasonable
timeframe) and Cann Group confirming to Rua production capacity of 150kg per month
at specified preferential pricing terms prior to 31 March 2024 (although the expectation is
that this will be achieved by July 2023).
Subject to the adjustment mechanism outlined below:
• If Milestone 1 is achieved 8,140,000 Convertible Shares may be converted into an
equivalent number of new ordinary Rua shares; and
• If Milestone 2 is achieved, 8,140,000 Convertible Shares may be converted into an
equivalent number of new ordinary Rua shares.
Achievement of Milestone 1 and Milestone 2 is not interdependent and either Milestone could be
achieved but not the other.

The total number of ordinary Rua shares which Convertible Shares may be converted into may
be adjusted if the following circumstances arise:
• if:
o Rua raises additional capital prior to achievement of Milestone 2 at an issue
price below $0.4095; and
o the prevailing share price at satisfaction of Milestone 2 is lower than $0.4095,
o the total number of ordinary Rua shares into which the Convertible Shares may
convert into will be equal to $10,000,000 divided by the higher of the market
price and $0.348 (implying an effective cap of 4,315,623 additional shares and a
total of 28,735,632 ordinary Rua shares received by the vendor shareholder of
Zalm Therapeutics Limited as consideration under the Share Sale and Purchase
Agreement); and
• if the future contracted purchase price for oil and dried flower from Cann Group is above
the levels specified in the Share Sale and Purchase Agreement, the number of new
ordinary Rua shares into which Convertible Shares may convert under the relevant
milestone will be reduced or could result in the milestone not being achieved.