Rua Releases Annual Report for Year Ended 30 June 2022
Te Ripoata ā Tau
Rua Bioscience
Annual Report 2022
23Rua Bioscience ― Annual Report 2022
Pohiritia ra nga Iwi -
Haere mai ki Rua Bioscience
Welcome to Rua Bioscience
In this report we review the strides
Rua Bioscience has made in the past
12 months, outline our current performance
and share our aspirations for the future.
We’ll give you insight into our industry
and the ever-changing environment
within which we operate as an ambitious
medicinal cannabis start-up.
We’ll also explore our deep connection to
Te Tairāwhiti and the responsibilities we
carry as a company established to have
a positive impact on our people and our
whenua.
Rua is committed to reporting openly and
honestly on our performance, providing
information that is clear and easily
understood. If you have any feedback on
our report please email info@ruabio.com.
―
Sunrise over Mangaoporo.
Photo credit: Eru Walker
45Rua Bioscience ― Annual Report 2022
Rārangi Kōrero
Table of Contents
Directors’ Statement4
Chairman’s Report6
CEO’s Report8
Our People
Board of Directors
Senior Management
10
Our Values18
Financial Commentary21
Contact Directory102
Industry Insights26
Operational Insights30
Towards Sustainability34
Community Engagement36
Financial Statements38
Our Roadmap14
Our Purpose & Vision16
Shareholder Information92
Trevor Burt
Chairman
Brett Gamble
Chair Audit, Finance and Risk
Nga Kiianga ā ngā Ringatohu
Directors’ Statement
The Directors are pleased to present Rua Bioscience Limited’s Annual
Report and Financial Statements for the year ended 30 June 2022.
The Directors are not aware of any circumstances since the end of
the year that have significantly affected or may significantly affect
the operations of Rua Bioscience. This Annual Report is dated
14 September 2022 and is signed on behalf of the Board by:
Directors’ Statement
67Rua Bioscience ― Annual Report 2022
Te Ripoata ā te Heamana
Chairman’s Report
Tēna tātou
katoa. He
rahi ngā hua
o te tau kua
hipa, he maha
hoki ngā
uauatanga.
Koinei tētahi
o ngā tau
whakahirahira
rawa atu o te
kamupene nei.
Chairman’s Report
FY22 was our most satisfying and
challenging year yet. To ensure a pathway
to sustainable revenue, Rua started the year
with three key objectives:
• To build a clearer view of the
regulatory environment
• To secure product supply at scale
• To further develop key markets
While there is no doubt we have
experienced delays and that our
commercial milestones are not as advanced
as we had expected, our team made
excellent progress on all key indicators.
Rua’s Strategy
Rua’s strategic framework is robust and
remains relevant. Creating new product
and plant IP remains central to our
commercial success as we seek to create a
trusted and high-value range of medicines.
Mangaoporo, Rua’s centre of excellence in
Ruatorea and home to our genetic breeding
programme, is key to these aspirations.
Our ability to obtain medicinal cannabis
supply at scale through our partner network
has been secured with the FY22 acquisition
of Zalm and their contract with Cann Group.
Cann’s ability to grow Rua-developed
strains and to cultivate and manufacture
finished GMP-certified medicines at scale
affords us a significant opportunity.
The developing European medicinal
cannabis market is estimated to be worth
€2.3b by 2026
1
and presents a substantial
opportunity. Rua further advanced its
export strategy in FY22. We are poised
to launch in Germany, Europe’s largest
and most advanced medicinal cannabis
market, by year’s end. We’ve also advanced
key relationships in high-value markets
across Europe. The Board expects these
relationships will add significant value
from FY23. Australia continues to be a
market of interest.
Rua’s Financial Position
Shareholders will note Rua reported a loss
before tax of $7.49m in FY22. This position
was in line with the Board’s expectations
as Rua remains pre-revenue. Protecting our
cashflow runway will be critical as we seek
to build a sustainable company capable
of creating intergenerational change. In
FY23, Rua will continue to build revenue
streams and the team will continue its
robust approach to financial management,
creating efficiencies across the business.
Governance
The Board’s succession plan is designed
to align with Rua’s commercial pathway,
ensuring Directors collectively have the
appropriate skills required to govern
through key phases of business growth.
In FY22, the Board recruited Teresa Ciprian,
who brings a critical skill set as Rua
transitions to commercialisation and further
activates its export strategy. Teresa has
an exceptional background in the highly
competitive global FMCG market. She
also brings strong governance capability
having served on boards including Firstlight
Foods Ltd, AgResearch, Prolife Foods, Food
Standards Australia and New Zealand
and Zespri. Teresa has a track record of
helping develop highly capable leaders and
strong brands, accumulating IP and seeing
organisations flourish through continuous
improvement. Teresa took up her position
on 1 August 2022 (early FY23).
In August 2022, Martin Smith decided to
retire as an Independent Non-Executive
Director. Martin’s retirement will be effective
after our 2022 Annual General Meeting on
12 October 2022. Martin joined Co-founders,
Manu Caddie and Panapa Ehau when Rua
was at the conceptual stage and has been
a key part of the governance team, guiding
the business through to our NZX listing and
preparing us for export markets. We wish
Martin all the best for his future.
Farewelling Our CEO
In July, Rob Mitchell announced his
retirement. Since his appointment as CEO in
February 2020, Rob has built a world-class
team, leading them through significant
milestones and developing new strategic
partnerships. Under Rob’s leadership,
―
1 The European Cannabis Report: 7th edition: Reports.
Prohibition Partners. (2022, April 8). Retrieved May 25, 2022.
Rua launched on the NZX, gained GMP
certification, launched our first product in
New Zealand, and developed new global
market opportunities. The Board would
like to thank Rob for his leadership and
continued commitment to the vision of
Rua’s Co-founders, keeping kaupapa and
community at the heart of the business.
While the Board looks to appoint a new
Chief Executive Officer, Rua Director Anna
Stove will lead the business as Managing
Director. Her leadership and expertise in the
pharmaceutical sector and deep knowledge
of the company will enable Rua to maintain
momentum.
The NZ Regulatory Environment
When we started our medicinal cannabis
journey no one expected it would be as hard
as it is, nor take as long as it has. COVID 19
has been a complicating factor, but the
regulatory pathway has been torturous.
One of the attractive things about New
Zealand as a medicinal cannabis-producing
country is our rigorous patient-focused
regime. Rua welcomes the rigour, but we
believe there is room for pragmatism.
In FY23, we will continue to work with
the regulators to create an environment that
fosters commercial success.
Finally, on behalf of
the Board, I would
like to thank the Rua
team, shareholders
and stakeholders. It
has been a year of
significant success set
against a challenging
and ever-evolving
backdrop. We look
forward to the year
ahead as we seek to
build a global brand.
Trevor Burt
Chairman
89Rua Bioscience ― Annual Report 2022
Te Ripoata ā te Kaiwhakahāere
CEO’s Report
In FY22, Rua remained focused on
our key strategic priorities of GMP
certification, commercialisation and
supply. This has seen us launch our first
medicine in New Zealand, develop a
number of new export opportunities
in Europe and further develop our
team expertise.
Obtaining Good Manufacturing Practice
(GMP) certification in September 2021
was a major milestone in itself, and
the first step in our pharmaceutical
manufacture and supply strategy.
Twelve months later, we remain one
of only two NZ medicinal cannabis
companies that have managed to
achieve this. It’s a testament to our
team navigating a pain-staking and
time-consuming process to meet the
highest possible international standards
for pharmaceuticals.
GMP is the term used to describe the
systems manufacturers of medicines are
required to have in place to ensure their
products are consistently safe, effective
and meet minimum quality standards
2
.
GMP certification led to our first
medicine, which was manufactured
in Gisborne and launched in New
Zealand along with the country’s first
compassionate access programme in
April 2022.
As part of our cultivation and supply
strategy we bought Zalm Therapeutics
(Zalm), which gave us access to Cann
Group’s (ASX: CAN) (Cann) dried flower.
Cann’s current cultivation capacity is
12,500kg. This gives us the ability to
grow Rua genetics indoors at scale
and to compete on the global stage.
This was an extremely important step
in our grower partner strategy.
In June 2022, we received our narcotics
licence through Nimbus Health GmbH
(Nimbus) for the distribution and
marketing of our first product (a high
THC flower) for the German cannabis
market. This was another first for the NZ
medicinal cannabis industry.
Tēna tatou e hika ma,
ko te hao o te ngākau
e noho ora ana koutou
katoa. Kei te mihi ki a
koutou e tautoko ana
i tenei kamupene.
Ahakoa ngā piki me
ngā heke o te wā, ka
kawe tonu matou i ngā
mahi kia whakatutuki i
nga wawata i wawatatia
mō tēnei taonga.
―
2 www.medsafe.govt.nz/regulatory/guideline/nzgmpcodepart1intro.asp
3 www.marketdataforecast.com/market-reports/europe-medical-cannabis-market
CEO’s Report
In July, we signed a five-year agreement with
European cannabis distributor, Motagon,
giving us the opportunity to supply the high
value European market with a full portfolio
of medicines including dried cannabis flower
and full spectrum oils. Rua will be Motagon’s
exclusive NZ and Australian supplier in what
is forecast to be a USD13.7b market by 2027
3
.
Looking back at my 2 ½ years as Chief
Executive, I am very proud of our company’s
achievements and the team who have
been instrumental in making them happen.
Taking over from our Co-founders, Manu and
Panapa, dealing with the local and global
impact of COVID 19, and listing Rua on the
NZX made for a tough but exciting first
12 months.
We continued those achievements into
2021 and followed up in 2022, blazing a
trail as an ambitious medicinal cannabis
start up in what is an ever-changing and
challenging environment. We never lost sight
of our connection to Te Tairāwhiti and the
responsibilities we carry as a company.
I look forward to my retirement knowing
that the company, because of its people,
is well positioned to enter a new phase as
a competitive,
innovative and
commercially-focused
pharmaceutical
company founded on
principles and values
articulated by our
Co-founders. Thank you
for the opportunity to
be part of this journey -
it has been an honour.
Nōku te hōnore kia
arahina i te kamupene o
Rua i nga tau kua taha
ake nei, kua tae te wā kia
aro ahau ki nga kaupapa
a whānau i te wā o te
whakatā. Tenei ka mihi ki
a koutou katoa.
Rob Mitchell
Chief Executive Officer
1011Rua Bioscience ― Annual Report 2022
Te Poari Ringatohu
Board of Directors
Rua Bioscience’s Board of
Directors brings together some of
New Zealand’s most experienced
business people who collectively
have the skills and attributes
to govern the company in the
interests of our shareholders.
They possess a wealth of
domestic and international
expertise and are heavily
invested in the Rua kaupapa.
Trevor brings extensive
corporate executive and
governance experience to Rua
Bioscience, having served in
global executive roles with a
Fortune 500 company, on the
boards of innovative agricultural
companies such as NZX-listed
PGG Wrightsons, Silver Fern
Farms and Market Gardeners
NZ, and as Chair of Lyttleton
Port and Ngai Tahu Holdings
and the New Zealand Lamb
Company. Trevor was appointed
as Director and Chairman of
Rua in August 2019.
Co-founder of Rua Bioscience,
Panapa also established New
Zealand’s first tertiary training
course for cannabis cultivation
via the Eastern Institute of
Technology. From Ruatorea,
with a degree in management,
Panapa is a co-founder of
numerous social enterprises
and holds governance roles
across numerous for-profit
and charitable organisations.
Panapa lives in Te Tairāwhiti
and has a focus on developing
economic opportunities
alongside his people. He has
been a Director of Rua since
its inception in October 2017.
Brett is an investment and
finance specialist with global
connectivity having lived
and worked in USA, UK,
Australia, and New Zealand.
He is currently CEO of Gough
Investments and Executive
Director of Alvarium Investments
(NZ). Brett is also a current
Director of Alvarium Investments
Australia, Mike Greer Homes and
Mobile Medical Technologies
and was previously Chair of
Enable Networks and a director
of Southbase Construction. Brett
also Chairs a South Island based
cancer charity Chalky Carr Trust.
Brett was appointed a Director
of Rua in November 2019.
Martin is a professional director
with more than 25 years’
experience in the consumer
goods sector. He is the former
Chief Executive of L’Oreal NZ
and is a previous Regional
Director for L’Oreal Asia Pacific,
Western Europe, Africa, India
and the Middle East. He has
worked in London, Paris and
Shanghai. Martin is currently on
the boards of Damar Industries,
Reefton Distilling Company,
Mojo Coffee and Mons Royale.
Martin was also on the board
of a leading NZ cancer charity.
Martin has been a Director of
Rua since November 2018.
Anna has a successful 25+ year
track record leading and driving
transformational change within
the pharmaceutical sector. She
has held various senior executive
roles within NZ, the Asia Pacific
and Europe, most recently
as NZ General Manager for
GlaxoSmithKline. She has a strong
passion for improving the quality
of life for all and to improve the
outcome of businesses through
driving strategic growth. Anna is
a Director of Pacific Edge Ltd and
Deputy Chair of TAB New Zealand.
Her previous governance roles
include Chair of Global Women
NZ, Director of Medicines New
Zealand, Vice-Chair of Pukekohe
Park and Vice-Chair of Shooting
Star Children’s Hospice London, UK.
Anna has been a director of Rua
since May 2019 and was appointed
Manging Director in August 2022 on
the announcement of Rob Mitchell’s
retirement and as such is not
currently an Independent Director.
Trevor Burt
Independent
Non-Executive Chairman
Heamana Whakatū Pū Wehe Kē
BSc Chemistry
Panapa Ehau
Executive Director,
Co-Founder
Kaiwhakaū /Ringatohu
Ngāti Uepohatu, Ngāti Porou
BBS Management, PG Dip Marketing
Brett Gamble
Non-Executive Director
Ringatohu Whakatū Pū Wehe Kē
BCom Accounting and Finance,
Chartered Accountant (CA)
Martin Smith
Independent
Non-Executive Director
Ringatohu Whakatū Pū Pehe Kē
BCom Marketing, MInstD
Anna Stove
Independent
Non-Executive Director
Ringatohu Whakatū Pū Pehe Kē
Dip Nursing
Our People
1213Rua Bioscience ― Annual Report 2022
Our Executive Team strives for operational
excellence with an unwavering focus on our
company’s crucial deliverables.
Ngā Pou Matua
Senior Management
As a member of the Ministerial
Advisory Group that developed
the regulations for New Zealand,
Manu has been recognised as
one of New Zealand’s most
trusted authorities on medicinal
cannabis. He has contributed to
the development of regulations
in other countries, presented at
the UK House of Commons and
at a range of global cannabis
and pharmaceutical industry
events. Manu was elected three
times by industry peers as
Chair of the New Zealand
Medical Cannabis Council.
As Co-Founder and first CEO,
he recruited a skilled team
to establish Rua Bioscience
as a sustainable business with
global reach. Manu became
an employee in August 2018.
Rob is a highly experienced
senior executive, having spent
over 35 years in leadership roles
for major global pharmaceutical
companies, based both
overseas and in New Zealand.
He was a Senior Vice President,
Head of Asia Pacific for The
Medicines Company and
Senior Vice President, Global
Innovation Group Leader –
Infectious Disease, based in
New Jersey, USA. Prior to that
Rob spent 18 years with Swiss
pharmaceutical company F
Hoffman La Roche (Roche),
including roles as Managing
Director of Roche Products
(NZ), General Manager Roche
Thailand and most recently
as Head of Global Product
Strategy, Roche based in San
Francisco. Before joining Rua,
Rob was CEO of NZ diagnostic
healthcare start-up Caldera
Health Limited. Rob started with
Rua in February 2020.
Hamish has been a key leader
in the development of Rua
Bioscience. He has been with
the company from its early
beginnings overseeing the
company’s financial evolution
from crowd funding through
to listing the company on the
NZX. Hamish is a Chartered
Accountant and has previously
worked for BDO & PwC in
business advisory, risk assurance
and information systems roles.
Hamish is experienced in
working with ambitious start-
ups and has been involved in
developing the NZ medicinal
cannabis industry, helping form
the New Zealand Medicinal
Cannabis Council (NZMCC) and
serving as Treasurer. Hamish has
grown up in Tairawhiti and has
deep connections in the local
community. Hamish became an
employee in August 2018.
Paul has held a range of
leadership positions in business
strategy and development,
including roles as General
Manager of Corson Grain and
as a Business Unit Manager at
Fletcher Building. In his current
role at Rua, Paul is responsible
for the development of the GMP
facilities and managing aspects
of the company’s day-to-day
operations. Paul joined Rua
in February 2019.
Andi has carved out an
international career
commercialising medical
innovations in the pharmaceutical
and biotech industries. She came
to Rua from Janssen Cilag Pty NZ,
where she was the Market Access
Manager commercialising
innovative medicines for NZ
patients. Her global experience
includes senior business
development roles at Incyte
and Galapagos, as Management
Director of Living Cell Technologies
and at Roche as Government
Affairs and Public Policy Manager.
Andi joined Rua in June 2021.
Born and raised in Germany, Jess
joined the team at Rua having
discovered the East Coast while
travelling. Jess started her career
as a pharmacist in Germany,
having gained a licence to
practice after completing
her studies at the Eberhard
Karl University of Tübingen in
Germany. She started her PhD
in Pharmaceutical Technology
in Austria, developing new drug
delivery systems, and completed
her PhD in Food Microbiology at
Massey University. Jess came to
Rua from Leaderbrand in 2019.
Manu Caddie
Co-Founder / Innovation
and Regulation
Kaiwhakaū / Kaihautu
Ngāti Pūkenga, Ngāti Hauā
BDes, PG Dip Education
Rob MItchell
Chief Executive Officer
Kaiwhakahāere Matua
PG Dip Business
Hamish White
Chief Financial Officer
Āpiha Kaiwhakahāere Pūtea
Ngāti Ruanui
CA, BCom, PG Dip Business
Paul Naske
Chief Operations Officer
Āpiha Kaitohutohu Matua
BSc, PG Dip Business
Dr Andrea Grant
Chief Commercial Officer
Āpiha Kaihoko Matua
PhD Molecular Neurobiology
Dr Jessika Nowak
Chief Research Officer
Āpiha Kairangahau Matua
PhD Food Microbiology
Our People
1415Rua Bioscience ― Annual Report 2022
Te Ara o Rua
Our Roadmap
Rua’s journey started in 2015 as a result of the hard work and
foresight of the Hikurangi Takiwa Trust. The Company was born
out of a desire to increase the wellbeing of whānau and the
whenua by providing sustainable, safe, well-paid employment
to the people of Te Tairāwhiti, particularly Ruatorea.
Our bid to spur rural economic growth from within, to look to
innovation and a more sustainable way of creating wealth in
Te Tairāwhiti is not new. We stand on the shoulders of giants and
beside some inspiring companies, organisations and individuals.
February Purchase of
Zalm securing access
to a supply contract
for GMP-grade
medicinal cannabis
with Australian
producer Cann Group.
April Rua launched
its first medicine and
a compassionate
access programme,
believed to be the
first such programme
for medicinal
cannabis patients
in Aotearoa, NZ.
July Rua signs a
five-year agreement
with European
distributor, Motagon.
June Rua received its
narcotic license through
Nimbus for distribution
and marketing of its first
product in Germany.
February First trial
export to Germany.
April Recruited CCO,
Dr Andrea Grant.
May Recruited Product
Development Manager
Dawn Smith.
June Hyperspectral
Imaging project with
the University of
Waikato announced.
November Received an
initial $376,000 grant from
Callaghan Innovation
to underpin Rua’s $1.3m
research fund.
December Medsafe
verification that
our first medicinal
cannabis product
meets Medsafe’s
minimum quality
standards.
December Rua welcomed
the East Coast Cannabis
Company (E3C) as its first
local cultivation partner.
September Obtained
GMP certification
from Medsafe.
February Rob Mitchell
appointed CEO.
February $3m of
additional capital raised.
August Gisborne
manufacturing
facility completed.
October Ruatorea
cultivation facility
commissioned.
October $20m of
additional capital raised
at IPO.
November Rua began its
GMP certification process.
August Medicinal
Cannabis Licence
received.
July Binding sales
agreement with
Nimbus.
January Manu Caddie
appointed to the
Ministry’s Medicinal
Cannabis Advisory Group.
April Rua imports high THC
seeds into NZ for planting.
August Trevor
Burt appointed as
Independent Chairman.
October HCCL
renamed and rebranded
to Rua Bioscience.
December Govt passes
regulatory scheme for
medicinal cannabis in NZ.
December $4m
additional capital raised.
November First
harvest completed
under the medical
cannabis research
licence.
January HHCL renamed
Hikurangi Cannabis
Company Ltd.
August First private
company in NZ to
receive a research
licence to cultivate
medical cannabis for
research purposes.
August Research/
breeding programme
established in Ruatorea.
August $2m of capital
raised from WIL via
crowdfunding.
September The company
joins NZMCC as a
founding member, Manu
Caddie is president.
November $7m of
capital raised from
wholesale investors.
December Misuse
of Drugs (Medicinal
Cannabis Amendment
Bill) passes, directing the
government to establish
a commercial medicinal
cannabis regime.
March HBLP harvests
5,000 industrial hemp
plants in preparation
for transition to
medicinal cannabis.
2015 Hikurangi
Enterprises Limited
formed as a result of
public hui focusing
on high value,
environmentally
sustainable opportunities
for the East Coast.
2016 HEL forms
Hikurangi Bioactives
Limited Partnership
(HBLP) to commercialise
bioactive extracts from
indigenous organisms
and support local
economic development
in Te Tairāwhiti.
2017 Hikurangi Hemp
Company Limited (HHCL)
was incorporated.
2016 HBLP receives
licence to cultivate
Hemp.
2015-1720182019202020222021
Our Roadmap
1617Rua Bioscience ― Annual Report 2022
Te Rautaki o Rua
Our Purpose & Vision
Rua is a truly unique
medicinal cannabis
company - creating
medicines for global
patients, while creating
sustainable economic
opportunities for the
people of Te Tairāwhiti
for generations to come.
Our Vision
Creating Unique Product and Plant IP
We will differentiate ourselves in
the market by developing unique
commercially viable cultivars. Working
alongside respected research partners,
we will create unique, sustainable and
protected IP and cultivation techniques.
Developing New Products and Markets
Rua will achieve sustainable revenue
by creating new and protected product
formulations and developing new,
attractive markets.
Optimising Cultivation and Processing
Our position as a trusted producer
of medicines will be underpinned by
operational excellence in cultivation
and processing, obtaining the
necessary licences and approvals for
all processes, products and markets.
We will achieve scale by developing
key cultivation partnerships.
Developing our People
We will build a capable and
committed team driven by kaupapa. A
sustainable business model will provide
employment pathways for the people
Te Tairāwhiti now and into the future.
Creating cannabinoid-derived
medicines that change
people’s lives; from right
here in Te Tairāwhiti.
Delivering Long-term Value
Rua will deliver long-term value for
our investors by seeking out credible
commercial opportunities across the
value chain, ensuring business resilience
and prudent financial management,
and championing social and
environmental performance.
As New Zealand’s premier medical cannabis company, Rua combines local
knowledge and genetics, strategic global partnerships and ground-breaking
intellectual property to create quality GMP-certified medicines for domestic
and export markets. Our strategic focus includes:
Our Purpose & Vision
―
Pete Sollitt - Ngāti Porou
Grower Technician
Darylene Rogers - Ngāti Porou
Kaiarahi, Community Engagement Coordinator
1819Rua Bioscience ― Annual Report 2022
Nga Uara
Our Values
Are values define who we are and
underpin everything we do as a
successful, sustainable and trusted
partner creating value for our people.
Ponotanga
We value diversity and act with integrity.
Whakawhanaungatanga
We collaborate for success.
Māuitanga
We’re future-focused, celebrating courage,
curiosity and innovation.
Oranga
We’re passionate about the health
of whānau and our whenua.
Our Values
―
Dried flower from Mangaoporo.
Photo credit: Eru Walker
2021Rua Bioscience ― Annual Report 2022A Year in Review
Ngā Kōrero mō ngā Pūtea
FY22 Financial Commentary
In FY22, Rua focused on preparing for market
entry – securing partners and developing the
frameworks and strategies that will give the
company the best chance of success both in New
Zealand and globally. By the close of the year,
Rua had launched its first product in New Zealand
and established an end-to-end cultivation and
supply solution that is both flexible and scalable.
Mergers and Acquisitions
FY22 was marked by the acquisition of Zalm Therapeutics,
throwing further weight behind Rua’s ambition to become
New Zealand’s premier medicinal cannabis company.
In January 2022, shareholders overwhelmingly approved the
purchase, through the issue of 28,735,632 shares over three years
to Zalm Therapeutics shareholders based on the achievement of
agreed milestones.
The acquisition provided Rua with a long-term supply contract for
GMP-grade medicinal cannabis through Cann Group, using our
unique cultivars. Cann’s new AUD 120m cultivation and processing
facility at Mildura is considered one of the largest and most
advanced in Australasia. The first stage of its construction capable
of producing 12,500 kilograms of dried cannabis flower per year
and ultimately up to 70,000kg of dried cannabis flower per year.
Combining speed to market, with long-term preferential access,
to substantial volumes of very competitively priced product will
allow Rua to build a meaningful market presence faster and with
a greater economy of scale. This is a major competitive
advantage as Rua seeks to establish new markets.
―
In FY22, Rua significantly advanced
its entry into the German medicinal
cannabis market. The company expects
to be marketing dried flower by the close
of calendar year 2022.
2223Rua Bioscience ― Annual Report 2022
Subsequent Activity
Māwhiti mai ki ngā Whakatutukitanga
Achievements at a Glance
Rua signed five-year agreement with European
Medicinal Cannabis Distributor, Motagon to
become its preferred Australia/NZ supplier
of medicinal cannabis products.
Rua received Good Manufacturing Practice (GMP)
certification from Medsafe.
Rua received verification that its first medicinal
cannabis product meets Medsafe’s quality standards.
Rua welcomed the East Coast Cannabis Company
(E3C) as its first local cultivation partner.
Rua shareholders overwhelmingly approved the
purchase of Zalm and its supply contract for
GMP-grade medicinal cannabis with Australian
producer Cann Group.
Rua launched its first medicine
for New Zealand patients.
Rua received its narcotic license through Nimbus
Health GmbH (Nimbus) for the distribution and
marketing of its first product for the German
medicinal cannabis market.
Income
Rua’s total income for FY22 was $646k,
derived from contracts from customers and
funding from NZTE, Callaghan Innovation,
and the Research Development Tax
Incentive.
Rua received revenue for its first New
Zealand medicine late in the financial
year. These sales have begun to show
strong growth. The New Zealand prescriber
environment is best described as emerging
but increasingly engaged as the market
better understands the role cannabinoids
can play in mainstream medicine. Rua
will support this evolving market and
build market share in the new financial
year, increasing the volumes and range
of medicines it delivers to New Zealand
patients.
Europe remains the world’s most advanced
medicinal cannabis market, primarily driven
by increasing prescriber recognition of its
medical and therapeutic benefits. In the
next financial year, Rua expects to drive
export revenue as the company enters new
high-value markets right across Europe.
Research and Development
R&D is the lifeblood of any pharmaceutical
company. If Rua is to succeed in the long
term, the company must also focus on those
projects that will drive value in the medium to
longer term. This year, the company increased
its investment in research and development
to $2.98m, with a particular focus on
developing medicinal cannabis products
that are unique to the global market.
Rua’s search for unique medicines starts
at Mangaoporo, Rua’s cultivation centre of
excellence and plant science. In FY22, Rua’s
indoor cultivation team continued to develop
the unique varieties Rua will cultivate at scale
in Cann’s GMP-certified facility in Mildura.
Their work indoors was complemented
by that of Rua’s cultivation partner, the
East Coast Cannabis Company, which
grew approximately 100kgs of medicinal
cannabis at Rua’s 3,000m
2
outdoor trial
facility.
In FY22, the addition of a product
development manager and quality
assurance enabled Rua to expand
the R&D capacity of the company’s
manufacturing site in Gisborne.
Loss for the Year
In line with the company’s expectations,
Rua had a net loss before tax for the year
ended 30 June 2022 of $7.49m.
Balance Sheet
Rua remains well capitalised with
investments, cash and cash equivalents
on hand at the end of the year of $9.94m.
The company constantly monitors
cashflow to ensure it has the appropriate
resources to meet key milestones. As Rua
moves to invest in sales and marketing
and the building of revenue streams,
the company will continue its cautious
approach to financial management.
In FY22, Rua included the acquisition of
Zalm Therapeutics in its financial results.
Notably, Rua recognised intangible assets
related to the favourable supply contract
with Cann Group and resulting goodwill.
As the contract is milestone based, Rua
also recognised two contingent liabilities,
both of which are subject to particular
milestone achievements.
As at the end of the financial year, the
total assets of the Group were $33.6m
with total liabilities of $9.38m, resulting
in net assets of $24.2m.
A Year in Review
2425Rua Bioscience ― Annual Report 2022
Māwhiti mai ki ngā Hua Nui
Results at a Glance
Cash, Cash Equivalents and Investments
$9.94m
Investment in R&D
$2.98m
Total Income
$0.65m
Loss before tax
-$7.49m
Net assets
$24.2m
A Year in Review
―
Talmage Herbert – Ngāti Porou, Te Rārawa
Grower Technician Kaitipu
CBD PRODUCTS SUPPLIED PER
ANNUM TO THE NZ MARKET
20192018202020212022
7,391
2,337
23,798
36,276
43,647
2627Rua Bioscience ― Annual Report 2022Industry Insights
Mātauranga Ahumahi
Industry Insights
Aotearoa
New Zealand’s regulatory framework, the Medicinal
Cannabis Scheme, took effect on 1 April 2020
enabling the research, manufacture and supply
of medicinal cannabis products in New Zealand.
The introduction of the scheme also enabled a
dynamic world-class industry, with companies such
as Rua pioneering this emerging sector.
Data released by Manatū Hauora, the Ministry of
Health, shows that the number of packs of medical
cannabis prescribed and supplied in New Zealand
is growing at an average rate of 228% annually.
The number of packs supplied in New Zealand
in the year to April 2022 was just over 43,500
compared to 36,000 in 2021.
New Zealand prescribers are increasingly
engaged and curious as they better understand
the role cannabinoids can play in conventional
medicine. While not always considered a first-line
treatment, practitioners are increasingly willing
to trial medicinal cannabis where patients are
not responding to, or are intolerant of, standard
treatments. In FY22, the medicinal cannabis
prescriber base was further bolstered by a rise
in the number of specialist clinics dedicated
to prescribing cannabinoid-derived medicines
for a range of painful and highly complex
medical conditions.
Affordability and equity remain issues. It has been
estimated that around 5% of New Zealand’s
adult population uses illegally sourced cannabis
for medicinal purposes, with pain, anxiety and
depression being the leading reasons for self-
medicating
4,5
. The extent to which these medicinal
cannabis users will transition to the legal
prescribed medicinal cannabis regime will depend
on a range of factors, including the perceived
affordability and availability of prescriptions
6
.
To ensure a successful,
sustainable and
patient-focused future,
Rua remains committed to delivering a range
of products to the NZ market as well as working
with the industry and the regulator to remove
unnecessary barriers to patient access. As the
industry begins its review Rua will continue to
advocate for:
1. Subsidies for cannabis-derived medicines.
2. Provisional consent for medicines with Phase
1 and 2 clinical trial data, enabling some
marketing to healthcare professionals.
3. Low-dose CBD (which has a low-risk profile)
made available over the pharmacy counter.
4. ACC and MSD to fund legitimate medicinal
cannabis prescriptions for their clients.
5. New Zealand Government recognition of the
production standards and requirements of each
export jurisdiction on a case-by-case basis.
―
4 Pledger M, Martin G, Cumming J. New Zealand Health Survey 2012/13: characteristics of medicinal cannabis users. NZ Med J. 2016;129(1433):25-36.
5 Rychert M, Wilkins C, Parker K, Graydon-Guy T. Exploring medicinal use of cannabis in a time of policy change in New Zealand. New Zealand
Medical Journal. 2020;133(1515):54-69.
6 Rychert M, Parker K, Wilkins C, Graydon-Guy T. (n.d.). Predictors of medicinal cannabis users’ willingness to utilise a new prescription medicinal cannabis
scheme in New Zealand. New Zealand Medical Journal. Retrieved September 2, 2022, from journal.nzma.org.nz/journal-articles/predictors-of-medicinal-
cannabis-users-willingness-to-utilise-a-new-prescription-medicinal-cannabis-scheme-in-new-zealand.
Gisborne
Ruaroea
2829Rua Bioscience ― Annual Report 2022Industry Insights
Mātauranga Ahumahi
Industry Insights
Europe
From its outset, Rua has understood that it must go
global to support local and has had its eye on the
developing European medicinal cannabis market,
which is estimated to be worth €2.3b by 2026
7
.
In addition to Germany, where Rua will launch
product later this year, there are a number of
tier one countries within which a viable domestic
medicinal cannabis market has been established
and where export-focused companies, like Rua,
might expect to expand.
Established in 2017, Germany is by far the largest and
most developed medicinal cannabis market in Europe.
Here, clinicians can prescribe medicinal cannabis for
a variety of conditions and around 60-70% of those
prescriptions are paid for (reimbursed) by Statutory
Health Insurers. Reimbursed sales are complimented
by a substantive private paying market.
In Germany, 72% of medicinal dried cannabis flower
prescriptions are issued for the treatment of pain.
77% of those prescriptions are for high THC flower.
To succeed in Germany, companies require
differentiated product and a strong domestic sales
and marketing presence. The market shows a lot of
promise. Analysts expect the German market to be
worth €450m and to have grown to 147,000 patients
by the close of 2023 and to be worth €7.7b by 2028
8
.
The Polish medicinal cannabis market was
established in 2017 and is widely regarded as
having a burgeoning domestic market being a
major importer of dried flower. In some instances,
Polish medicinal cannabis patients have their
prescriptions funded by Statutory Health Insurance.
The Polish medicinal cannabis market is expected
to be worth at least €2b by 2028
9
.
―
7 The European Cannabis Report: 7th edition: Reports. Prohibition Partners. (2022, April 8). Retrieved May 25, 2022.
8 The German Cannabis Report. Prohibition Partners (October, 2019).
9 Prohibition Partners. (2022). (rep.). The Poland Cannabis White Paper. Retrieved June 3, 2022.
GERMANYPOLAND
€7.7b by 2028€2b by 2028
60,000 Currently4,122 Currently
United
Kingdom
Czechia
Poland
Germany
The United Kingdom’s medicinal cannabis market
was established in 2018 and has been driven
by a handful of market access and cannabis
manufacturing startups. The market relies heavily
on imported flower and full spectrum extracts.
The UK’s National Institute for Health and Care
Excellence (NICE) has set strict guidelines around
the indications for which medicinal cannabis can
be prescribed. Responsibility for prescriptions
lies mostly with individual doctors, who must be
specialists in the field of the indication.
Despite its challenges, the market is expected to
grow to €49m and 19,000 patients by the close of
2023 and could be worth €1b in the next seven years.
The Czech Republic is one of the most progressive
medicinal cannabis markets in Europe. It has seen
steady growth over the last five years, largely
thanks to a comprehensive public reimbursement
programme whereby up to 90% of medical
cannabis costs are covered by the Government
10
.
In Czechia, doctors with a specialist qualification
in areas such as oncology, neurology and
geriatrics can prescribe medicinal cannabis for
specific indications. 80% of the prescriptions
issued here are for chronic pain.
Because the domestic supply chain is relatively
immature, Czechia holds a lot of promise for
exporters. Recent reports suggest the Czech
market will be worth €5m and to have grown
to 7,000 patients by the end of 2023.
―
10 The European Cannabis Report: 7th edition: Reports. Prohibition Partners. (2022, April 8). Retrieved May 25, 2022.
CZECHIATHE UNITED KINGDOM
€5m by 2023€1b by 2029
2,833 Currently2,900 Currently
―
Inside Cann Group’s
Mildura facility. Photo
courtesy of Cann Group
3031Rua Bioscience ― Annual Report 2022Operational Insights
Whakamāramatanga mahi
Operational Insights
Te Whakaterenga o te Hua Tuatahi o
Rua ki nga Tūroro kei Aotearoa
Rua Launches First Product
for New Zealand Patients
The launch of Rua’s first medicine in New Zealand
in April 2022 was a milestone for patients,
prescribers and the medicinal cannabis industry.
At the time, Rua was one of just two companies
in New Zealand locally manufacturing medicinal
cannabis to the minimum quality standards as set
out by the Medicinal Cannabis Agency.
The product launch was complemented by the
launch of our compassionate access programme,
which has proven to be a meaningful way to
enable prescribers to supply medicinal cannabis to
those in our community who are most in need of it.
Rua is committed to creating a range of quality
medicines with significant health benefits. We
have invested significantly in a full product
pipeline destined for local and global markets.
We’re delighted to now play our part in expanding
patient choice here in Aotearoa.
Te Whakawhanake Huanga hei
Ratonga ki ngā Mākete o te Ao Whānui
Developing Production Capacity to
Service Further Global Markets
In FY22, Rua acquired Zalm and developed an
end-to-end cultivation and supply solution.
The company believes this will prove a major
competitive advantage as new markets are
established and as the company seeks to build
a sustainable business model that creates
intergenerational change.
Approved in January 2022, the acquisition of Zalm
provides Rua with a long-term supply contract
for GMP-grade medicinal cannabis through Cann
Group. Cann’s new AUD 120m cultivation and
processing facility at Mildura is considered one
of the largest and most advanced in Australasia.
Mildura is currently capable of producing 12,500
kilograms of dried cannabis flower per year. Once
fully commissioned, it will produce up to 70,000kg
of dried cannabis flower per year.
Working at scale with an Australian cultivation
partner enables Rua to build sustainability on
multiple horizons.
Through Cann, Rua has preferential access to
substantial volumes of very competitively priced
product, which allows Rua to build a meaningful
market presence faster and with a greater
economy of scale. Rua will begin exporting from
Australia to Germany at the end of calendar year
2022. Additionally, this acquisition immediately
enabled Rua to advance relationships in emerging,
high-growth markets including the Czech Republic,
Poland and the UK.
This arrangement also gives Rua the ability to
export its unique East Coast genetics currently
under development by the company’s cultivation
team at Mangaoporo. Consistent with Rua’s
original capital-light business model, this enables
Rua to supply global patients with unique,
Rua-developed medicinal cannabis products
in a range of platforms, without the need to
invest heavily in infrastructure.
―
Top right: Aerial of Mangaoporo
Bottom right: Gisborne facility
3233Rua Bioscience ― Annual Report 2022Operational Insights
E hanga ana i tētahi kamupene
rongoā toa o te ao, mai tuawhenua
Developing a World-class Pharmaceutical
Company on the World’s Edge
In September 2021, Rua received Good Manufacturing Practice (GMP)
certification from Medsafe, enabling the company to manufacture
its first medicinal cannabis product. GMP certification is the global
standard for all pharmaceuticals and certifies that Rua can manufacture
a product that is consistently safe and of acceptable quality. GMP is a
prerequisite for both domestic and export medicine sales.
Since the launch of Rua’s first product in April, the company’s Gisborne-
based production team has been focused on the company’s immediate
commercial priorities, ensuring Rua’s New Zealand patients have
consistent access to Rua medicines.
In FY22, Rua’s Gisborne-based team also furthered critical projects
related to plant science and product development. R&D is critical for all
pharmaceutical companies and especially for Rua as we look to develop
medicinal cannabis products that are unique to the global market.
The team is undertaking innovative ventures including the existing
hyperspectral imaging project, which looks to revolutionise crop
management practice; advancements in CO
2
extraction; and DNA
tracking and protection of unique Rua cultivars.
Rua’s cultivation centre of excellence at Ruatorea continues to drive
unique cultivar development. The facility at Mangaoporo includes six
growing rooms with specialist seed production capability as well as a
3,000m
2
outdoor production and research growing facility.
In FY22, Rua’s indoor cultivation team continued to establish the
varieties that Rua will be able to grow at scale in Cann’s GMP-certified
facility in Mildura and produce R&D crops for our Gisborne team.
Additionally, our new cultivation partner the East Coast Cannabis
Company produced an exceptional 100kg outdoor trial crop.
Together our cultivation and manufacturing teams are an incubator of
medicinal cannabis innovation, furthering Rua’s aspiration to produce
next-generation pharmaceuticals.
―
Right: Inside Cann
Group’s Mildura
facility. Photo courtesy
of Cann Group
Te Kōkiritanga a Rua
ki te Mākete o Tiāmana
Rua Significantly Advances
German Market Entry
In June 2022, Rua received its narcotic license
through Nimbus Health for the distribution and
marketing of the company’s first product for the
German medicinal cannabis market – a move
understood to make Rua the first medicinal
cannabis company from New Zealand to take such
a step. The approval of the application will enable
Nimbus to distribute and market our products in
Germany by the end of calendar year 2022.
At its launch, the company believes Rua’s flower
will be one of the highest THC dried flower
medicines on the market, which will give Rua a
significant competitive advantage. Through its
partnership with Cann Group, and with Nimbus
as a distribution partner, Rua is well-positioned to
provide German patients with sustainable access
to its product for many years to come.
―
11 www.marketdataforecast.com/market-reports/europe-medical-cannabis-market
Kua rite a Rua hei kaiwhakarato
Rautini ki nga motu o Ūropi
Rua set to become a substantive
Australasian supplier of cannabis-
based medicines across Europe
In FY22, Rua’s commercial team significantly
advanced the company’s export strategy,
announcing in early FY23 that the company
had signed an agreement with European
medicinal cannabis distributor, Motagon, to
become its preferred Australia/NZ supplier of
medicinal cannabis products.
The agreement will see Rua and Motagon form
a five-year manufacturing and supply agreement
giving Rua the first opportunity to supply the
European distributor with a full portfolio of
medicines, including dried cannabis flower
and full spectrum oils, in a range of high-value
European markets.
Under the deal, Motagon and Rua reach supply
agreements for each product and territory. From
there, the necessary regulations will be worked
through to launch Rua and Motagon medicines
in those territories.
This agreement with Motagon gives Rua access
to high-value European markets, backed by a
leading distributor of cannabis-based medicines
in the European Union.
Motagon is a subsidiary of Heaton, a Czech
pharmaceutical company with 20 year’s
experience in the pharmaceutical industry.
Motagon is focused on introducing a broad
range of cannabis-based medicines to the
European Union. The company is active in 20
countries across Central and Eastern Europe in
countries including Poland, the Czech Republic,
Malta and Croatia.
The European medicinal cannabis market is
valued at USD 4.96b and is expected to reach
USD 13.37b by 2027
11
.
3435Rua Bioscience ― Annual Report 2022Towards Sustainability
Whai Hua mo Apōpō
Towards Sustainability
What does sustainability
mean at Rua?
Like many rural populations, the East
Coast of New Zealand has been impacted
by decades of slow economic growth –
opportunities in urban centres encouraging
our people away from whānau and
whenua. The options for haukāinga (those
who have remained), particularly in the
primary industries are often unsafe and
unsustainable.
As a business with a deep sense of
kaitiakitanga, Rua believes it is responsible
for protecting and nurturing the
environment and sharing the benefits of
a successful business with its community.
Rua’s intergenerational view comes from
a deep-seated belief that great business
is good for the land and its people.
The Rua Sustainability Framework
guides Rua’s sustainability programme.
It shapes the way the company engages
with stakeholders; supports sustainable
decision-making processes at all levels
of the company; shapes business
strategy; guides innovation; drives better
performance; creates value and attracts
investment.
Taking Action on
Climate Change
During FY22, Rua progressed its Toitū
Envirocare journey. The Board has taken
the first steps to impactful climate action
by approving Rua’s carbon transition plan
and building the company’s understanding
of how much carbon its operations
generate.
The company has begun to measure
its greenhouse emissions with a view to
strategically managing emissions from
its every day activities. Rua is measuring
all operational emissions required under
the international standard for carbon
footprints, ISO 14064-1, including vehicles,
business travel, fuel and electricity, paper,
and waste. The company is also assessing
significant impacts in the supply chain,
and considering how best to meet the
Greenhouse Gas Protocol requirements for
corporate accounting and reporting. We are
exploring Science Based Targets initiative
requirements for reduction target setting,
and CDP requirements for disclosure.
Cultivation Quality Assurance
Good Agricultural and Collection Practices
(GACP) is a key quality assurance step in
the growing of medicinal cannabis. GACP
is a series of technical guidelines for the
best-practice cultivation and collection
of medicinal plants and for the recording
of data so that growers can create high
quality, consistent products that later pass
authorization by agencies that are in charge
of licensing the manufacture and sale of
pharmaceutical products. Rua requires all
commercial grower partners to hold GACP
certification. While Mangaoporo focuses
on the cultivation of R&D crops and genetic
development GACP is not required.
Developing Sustainable Pathways
Rua aspires to develop pathways into
high-value jobs within our company and
across the medicinal cannabis industry. In
FY21 the company developed its internship
programme, offering a cultivation internship
in Ruatorea and progressing plans for
another in Gisborne. Rua scholarships were
awarded to inspiring rangatahi undertaking
graduate and post graduate study in areas
related to Rua’s business or kaupapa. More
details on the internships, scholarships and
further work in the community can be found
on the following pages.
Aligning Governance
In FY22, Rua focused on strengthening its
approach to ethical governance. A Code of
Ethics was added to Rua’s Code of Conduct
and a Modern Slavery Policy was adopted.
Diversity and Inclusion and Ethics training
was scoped and will be rolled out company-
wide in FY23.
Impact Area Target
EnvironmentalComplete the Toitū Envirocare carbon audit as the base year.
Improve the quality of data captured for carbon reporting
while simplifying data collection.
Analyse key emissions factors (Category 1 & 2) for reduction
opportunities that are consistent with commercial objectives.
Investigate renewable energy utilisation.
SocialMonitor worker health and wellbeing and create a
mechanism to support staff in managing their health
and wellness.
Implement base year of data collection points for community
impact monitoring.
Continue to contribute to cannabis law and regulations
reform with a focus on deregulation of CBD.
Develop a safe and trustworthy path for NZ cannabis
genetics to enter a research and development pathway,
with opportunities for commercial cultivation.
Provide scholarships and further education and training
opportunities to local rangatahi aligned with Rua kaupapa.
GovernanceEstablish an Anti-corruption policy.
Implement board succession plan to enhance overall
capabilities.
Define what diversity means for Rua and set objectives
for diversity in the management team and board group.
Continue with aspiring director development programme.
Measuring Impact
In FY22, Rua’s Community Engagement team
established a framework by which the company will
measure its impact across a range of deliverables.
The framework will provide transparency to our
community, shareholders, management and
board by monitoring those impacts central to
our kaupapa and social licence to operate.
Rua’s priorities for FY23 are as follows:
―
Photo credit: Damon Meade
3637Rua Bioscience ― Annual Report 2022Community Engagement
Whakapā atu ki te Iwi Whānui
Community Engagement
Whakapā atu ki te Iwi Whānui
Community Engagement
Rua Bioscience is focused on increasing
the wellbeing of whānau and the whenua
by providing sustainable, safe, well-paid
employment to the people of Te Tairāwhiti,
particularly Ruatorea.
While the environment within which Rua
operates is ever-evolving, the company’s mission
remains constant – to maximise the potential
of the emerging medicinal cannabis industry to
enhance health, heal the whenua and
restore prosperity.
Rua Bioscience Scholarships
In 2021/2022, Rua awarded eight He ara atawhai –
He Kākano Undergraduate Scholarships and two He
ara Atawhai – He Puāwai Postgraduate Scholarships.
The undergraduate scholarship recipients
are studying a range of subjects including
Dentistry, Sociology, Te Reo Maori, Indigenous
Studies, Psychology, Agribusiness, Business and
Engineering. Rua’s post graduate scholarship
recipients are completing a Post Graduate
Diploma in Teaching based in Ruatorea and
Cannabis Research at Victoria University.
“The ‘cost of living’ was something I was
concerned about as a new student in a new town.
The scholarship helped me with those costs.”
- Manaia Beach Undergraduate Scholarship recipient
Student Exposure Visits to Rua Bioscience
This year, Rua guided four kura from Te Tairāwhiti
through its Mangaoporo cultivation facility as
part of the company’s student exposure visits.
The students experienced first-hand the indoor
cultivation process and heard about the potential
career pathways available to them here at home.
In 2020, Trust Tairawhiti committed $50,000
over two years to Rua’s community capability
development projects. This funding was matched
by Rua and managed by the company’s
Community Engagement Coordinator. The fund
supported the Rua Bioscience Scholarships,
Careers Series, Rua Internships, Student
exposure visits and the industry exposure visits.
In FY22, Rua continued its commitment
to effective change focusing on inspiring the
next generation of scientists and entrepreneurs.
Rautini
Renaming Medicinal Cannabis
The phrase taru rongoā is commonly used as the
translation for medicinal cannabis in Aotearoa
but is not one that Rua has actively embraced.
While rongoā generally refers to medicines,
the use of taru has perplexed the team.
Taru refers to a weed or plant of little significance and
carries forward negative connotations from the illicit
market where marijuana is referred to as taru kino
or bad weed. It is the company’s view that this isn’t
an appropriate phrase to use in a pharmaceutical
context so, in FY22, Rua sought expertise in reo Māori
translation to find a more fitting word.
Rautini is a term coined by Ngarimu Parata, which
he gifted to Rua Bioscience as the Māori name for
medicinal cannabis.
Ngarimu is a man versed in Te Reo me nga tikanga o
Ngati Porou, he is an official translator with Te Taura
Whiri i te Reo Māori and is currently the Chief Advisor
Māori at the Reserve Bank of New Zealand.
The term Rautini considers the plant, its functions,
and its medicinal properties and better reflects
its pharmaceutical use. Rautini describes the
photosynthetic functions and the multitude of
medicinal and healing properties of the cannabis plant.
Rua has trademarked the name to ensure its protection
against commercialisation, infringement and damage
of reputation. With the blessing of Ngarimu Parata, Rua
has also gifted the name to the New Zealand Medicinal
Cannabis Council (NZMCC) so that Rautini can be used
in place of medicinal cannabis industry wide.
Tēnei te mihi ki a Ngarimu Parata, nāna tēnei kupu ataahua
i tākoha mai, nāna anō te whakamāramatanga o te kupu.
Rautini Translation
Ra – sun, or sun’s rays.
U – is the absorption of the sun’s rays into the leaf,
it also refers to the female breast that provides milk and
sustenance, this refers to the health benefits of the plant.
Rau - is the Māori word for leaf.
Rau – also means ‘hundreds’ and to ‘place into,’ so its
interpreted to mean ‘where many innovations and ideas
are placed into’.
Tini – means ‘many’ or ‘multiple’ and refers to the many
health benefits of the plant.
When you add the words ‘Rau’ and ‘Tini’ together it is
‘multiples of multiples’ and that reflects the multiple
opportunities and possibilities of the plant and its
medicinal qualities.
Industry Exposure Visit
Rua’s Industry Exposure Trips
involve facilitated visits to Rua’s
R&D partners at universities,
CRIs, government agencies and
other businesses. In FY22, Rua
worked with Ngata Memorial
College, taking nine students
to visit industry partners in
Auckland. The trip was hosted in
September of FY23 and included
visits to The University of
Auckland, ESR, Plant and Food
Research and Manaaki Whenua.
3839Rua Bioscience ― Annual Report 2022
Nga Ripoata Putea
Financial Statements
Financial Statements
Rārangi Pūrongo Pūtea
Index to the Financial Statements
Independent Auditor’s Report
Statement of Profit or Loss and Other Comprehensive Income
Statement of Changes in Equity
Statement of Financial Position
Statement of Cash Flows
Notes Forming Part of the Financial Statements
Shareholder Information
Contact Directory
40
46
47
48
49
50
92
102
OTHER INFORMATION
41Rua Bioscience ― Annual Report 202240Financial Statements
PricewaterhouseCoopers, Level 3, 6 Albion St, PO Box 645, Napier, 4110, New Zealand 4
T: +64 6 835 6144, pwc.co.nz
Independent auditor’s report
To the shareholders of Rua Bioscience Limited
Our opinion
In our opinion, the accompanying consolidated financial statements of Rua Bioscience Limited (the
Company), including its subsidiary (the Group), present fairly, in all material respects, the financial
position of the Group as at 30 June 2022, its financial performance and its cash flows for the year then
ended in accordance with New Zealand Equivalents to International Financial Reporting Standards
(NZ IFRS) and International Financial Reporting Standards (IFRS).
What we have audited
The Group's consolidated financial statements comprise:
● the consolidated statement of financial position as at 30 June 2022;
● the consolidated statement of profit or loss and other comprehensive income for the year then
ended;
● the consolidated statement of changes in equity for the year then ended;
● the consolidated statement of cash flows for the year then ended; and
● the notes to the consolidated financial statements, which include significant accounting policies
and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the consolidated financial statements
section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards)
(New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the
International Code of Ethics for Professional Accountants (including International Independence
Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the area of half year review procedures. The
provision of these other services has not impaired our independence as auditor of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the consolidated financial statements of the current year. These matters were addressed
in the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
PwC 5
Description of the key audit matter How our audit addressed the key audit matter
Derecognition of Deferred Tax Asset
As disclosed in Note 8, the Group has
derecognised the deferred tax asset of
$2.2m down to the level of the deferred tax
liability. The tax losses have been incurred
during the pre -commercialisation stage of the
Group's business in the medicinal cannabis
industry.
NZ IAS 12 Income Taxes permits a deferred
tax asset to be recognised for the carry
forward of unused tax losses and unused tax
credits to the extent that it is probable that
future taxable profit will be available against
which the unused tax losses and unused tax
credits can be utilised. As the Group
progresses towards commercialisation in its
chosen markets, key milestones, including
obtaining and retaining licenses to operate,
have taken longer than originally anticipated.
The Group has determined that the timing of
taxable profit is beyond a reliable forecast
horizon to enable continued recognition of a
deferred tax asset.
The derecognition of the deferred tax asset is
considered a key audit matter due to the
inherent estimation uncertainty due to the
nature of the balance and significance of the
balance to the financial statements.
We focused our audit response on the evaluation of
the Group's assessment regarding the forecast
profitability, the timeframe to taxable profit and the
derecognition of the deferred tax asset. This
included:
• obtaining and understanding the Group's
assessment and plans, including management's
updated profit and loss forecasts;
• discussing with management the Group's
assumptions regarding the forecasted
profitability including the underlying revenue and
expenditure assumptions;
• confirming key milestones that have been met
and assessing management's ability to achieve
forecast milestones;
• challenging management's assessment and
assumptions of the future forecast profitability;
• testing the mathematical accuracy of
management's profit and loss forecast; and
• reviewing the appropriateness of the disclosure
in Note 8.
Acquisition of Zalm Therapeutics Limited
On the 4th of February 2022, Zalm
Therapeutics Limited was acquired for
$11.5m as disclosed in note 13 of the
financial statements. The acquisition will be
settled via the issue of Rua Bioscience
Limited shares. The shares are to be issued
at three separate dates. The first tranche
was issued on the date of acquisition and the
remaining tranches are planned to be
distributed in equal instalments on the
achievement of two subsequent milestones.
The acquisition accounting has been
completed by management and includes the
fair value of physical assets, the identifiable
intangible assets with the remaining balance
of goodwill of $6.3m. In estimating the value
of goodwill, management has assessed the
Our audit of the acquisition of Zalm Therapeutics
Limited focused on verifying the purchase price and
assessing the significant estimates and judgements
made by management for the acquisition. Our audit
procedures included:
• confirming the transaction details to the Sale
and Purchase Agreement.
• assessing management's treatment of milestone
one and two by reviewing the relevant sections
of the Sale and Purchase agreement and
confirming our understanding is consistent with
the approach taken and supporting
documentation available;
• obtaining an understanding of the approach
management has undertaken to identify and
value the tangible and identifiable intangible
assets, liabilities assumed and goodwill arising
on acquisition;
43Rua Bioscience ― Annual Report 202242Financial Statements
PwC 6
Description of the key audit matter How our audit addressed the key audit matter
value of the supply contract that was unable
to be quantified on acquisition.
Management has used independent experts
to assist with the valuation of the identified
intangible asset and to account for the
business combination.
Because of the significant estimates and
judgement involved in determining the fair
values of assets acquired and the contingent
consideration, this was considered to be a
key audit matter.
• considered management’s assessment of the
goodwill arising on acquisition to identify any
indicators of impairment;
• using our auditor's expert, to assist us in
assessing and challenging whether the
assumptions used in the valuation model for
identifiable intangible assets were reasonable.
The key areas assessed included:
● the valuation methodology used; and
● the reasonableness of the discount rate;
● test ing the mathematical accuracy of the
underlying details within managements
identifiable intangible asset valuation
calculation; and
• auditing the disclosures in note 13 of the
consolidated financial statements to ensure that
they are compliant with the requirements of the
relevant accounting standards.
Our audit approach
Overview
Overall group materiality: $81,500, which represents approximately 1% of total
expenses.
We chose total expenses as the benchmark because, in our view, it is the most
representative measure of the current operations and performance of the
Group, and of most relevance to the users of the financial statements. The
Group is incurring losses in a start-up phase; therefore, we consider that
profit/loss before tax is not an appropriate benchmark. Total expenses is also
a generally accepted benchmark.
Following our assessment of the risk of material misstatement, we performed
full scope audits for all of the entities in the Group based on their financial
significance.
As reported above, we have two key audit matters, being:
● Derecognition of Deferred Tax Asset
● Acquisition of Zalm Therapeutics Limited
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the consolidated financial statements. In particular, we considered where
management made subjective judgements; for example, in respect of significant accounting estimates
that involved making assumptions and considering future events that are inherently uncertain. As in all
of our audits, we also addressed the risk of management override of internal controls, including among
other matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
PwC 7
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the consolidated financial statements are free from material
misstatement. Misstatements may arise due to fraud or error. They are considered material if,
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the consolidated financial statements as a whole as set out
above. These, together with qualitative considerations, helped us to determine the scope of our audit,
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate, on the consolidated financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion
on the consolidated financial statements as a whole, taking into account the structure of the Group, the
accounting processes and controls, and the industry in which the Group operates.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual report, but does not include the consolidated financial statements
and our auditor's report thereon. The Annual report is expected to be made available to us after the
date of this auditor's report.
Our opinion on the consolidated financial statements does not cover the other information and we will
not express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated.
When we read the other information not yet received, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the Directors and use our
professional judgement to determine the appropriate action to take.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal
control as the Directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements, as a whole, are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
45Rua Bioscience ― Annual Report 202244Financial Statements
PwC 8
A further description of our responsibilities for the audit of the consolidated financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report -1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Maxwell John
Dixon.
For and on behalf of:
Chartered Accountants
29 August 2022
Napier
4647Rua Bioscience ― Annual Report 202247Rua Bioscience ― Annual Report 202246Financial Statements
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
For the year ended 30 June 2022
Note2022
$
2021
$
Revenue from contracts with customers 524,226-
Other income6621,872450,971
Changes in inventories of finished goods
and work in progress
7(128,643)-
Research and development costs7(2,977,522)(1,897,126)
Other expenses7(5,123,241)(4,744,082)
Total expenses before operating loss(8,229,406)(6,641,208)
Operating loss before net financing income(7,583,308)(6,190,237)
Interest income138,14547,560
Interest expense(70)(9,699)
Interest expense - leases(40,752)(21,859)
Net finance income97,32316,002
Loss before tax (7,485,985)(6,174,235)
Income tax (expense)/credit8(1,150,067)1,756,275
Loss after tax(8,636,052)(4,417,960)
Other comprehensive income--
Total comprehensive loss for the year
attributable to shareholders
(8,636,052)(4,417,960)
Earnings per share attributable to the
ordinary equity holders of the Company
Loss from operations
Basic ($)10(0.06)(0.03)
Diluted ($)10(0.06)(0.03)
The above statements should be read in conjunction with the accompanying notes.
Consolidated Statement
of Changes in Equity
For the year ended 30 June 2022
Note
Share
capital
Share
option
reserve
Accumulated
losses
Total
equity
$$$$
Opening balance at 1 July 202018,922,913260,308(4,781,260)14,401,961
Total comprehensive loss for the year
- Loss for the year--(4,417,960)(4,417,960)
- Other comprehensive income----
Total comprehensive loss for the year--(4,417,960)(4,417,960)
Transactions with owners
- Issue of share capital20,000,000--20,000,000
- Costs of issuing share capital(1,504,414)--(1,504,414)
- Employee share options expense23-354,459-354,459
Total transactions with owners18,495,586354,459-18,850,045
Balance at 30 June 202137,418,499614,767(9,199,220)28,834,046
Opening balance at 1 July 202137,418,499614,767(9,199,220)28,834,046
Total comprehensive loss for the year
- Loss for the year--(8,636,052)(8,636,052)
- Other comprehensive income----
Total comprehensive loss for the year--(8,636,052)(8,636,052)
Transactions with owners
- Issue of share capital133,820,916--3,820,916
- Employee share options expense23-179,181-179,181
- Share options vested and exercised23652,262(652,262)--
Total transactions with owners4,473,178(473,081)-4,000,097
Balance at 30 June 202241,891,677141,686(17,835,272)24,198,091
The above statements should be read in conjunction with the accompanying notes.
49Rua Bioscience ― Annual Report 202248Financial Statements
Consolidated Statement of Financial Position
As at 30 June 2022
Note2022
$
2021
$
Current assets
Cash and cash equivalents 41,897,2853,359,479
Other receivables 161,070,323605,927
Prepayments166,521110,527
Investments48,041,49313,041,549
Inventory 11218,805-
Total current assets 11,394,42717,117,482
Non-current assets
Property, plant and equipment 125,843,2846,174,610
Goodwill13,1410,448,0824,000,000
Intangible assets145,016,035-
Right-of-use lease assets 15796,772929,897
Other receivables1675,00075,000
Deferred tax asset 8-2,554,480
Total non-current assets 22,179,17313,733,987
Total assets 33,573,60030,851,469
Current liabilities
Trade and other payables 17438,378510,167
Contract liabilities52,062-
Employee benefit liabilities18459,735233,862
Lease liabilities4,15128,544133,958
Borrowings 4-10,762
Deferred grant income 9,500-
Contingent consideration payable133,820,916-
Share-based payment liability23-286,647
Total current liabilities 4,859,1351,175,396
Non-current liabilities
Contingent consideration payable133,820,916-
Lease liabilities4,15695,458810,120
Share-based payment liability -31,907
Total non-current liabilities 4,516,374842,027
Total liabilities9,375,5092,017,423
Net assets 24,198,09128,834,046
Equity
Share capital 1941,891,67737,418,499
Accumulated losses (17,835,272)(9,199,220)
Share option reserve 141,686614,767
Total equity 24,198,09128,834,046
The consolidated financial statements on pages 46 to 91 were approved and authorised for issue by the Board
of Directors on 29 August 2022 and were signed on its behalf by:
______________________ (Director) ______________________ (Director)
The above statements should be read in conjunction with the accompanying notes.
Consolidated Statement
of Cash Flows
For the Year Ended 30 June 2022
Note2022
$
2021
$
Cash flows from operating activities
Receipts from customers24,280-
Grant income received696,171691,261
Payments to suppliers and employees(7,565,373)(5,138,432)
Net cash inflows/(outflows) from operating activities9(6,844,922)(4,447,171)
Cash flows from Investing activities
Interest income113,36069,277
Proceeds from sale of plant and equipment1,65615,739
Proceeds from maturing investments429,070,7112,001,420
Cash acquired in acquisition of subsidiary
(net of cash paid)
876,452-
Investment deposits made4(24,070,711)(15,117,969)
Purchase of property, plant and equipment(400,103)(1,402,258)
Net cash inflows/(outflows) from investing activities5,591,365(14,433,791)
Cash flows from financing activities
Issue of ordinary shares-20,000,000
Repayment of borrowings(10,762)(78,169)
Principal elements of lease payments(153,284)(82,914)
Interest paid (44,591)(27,789)
Share issue costs paid-(1,508,188)
Net cash inflows/(outflows) from financing activities (208,637)18,302,940
-
Net increase/(decrease) in cash and cash equivalents(1,462,194)(578,022)
Cash and cash equivalents at beginning of year3,359,4793,937,501
Cash and cash equivalents at end of year41,897,2853,359,479
The above statements should be read in conjunction with the accompanying notes.
51Rua Bioscience ― Annual Report 202250Financial Statements
Notes Forming Part of the Financial Statements
For the year ended 30 June 2022
1. Reporting Entity
The consolidated financial statements comprise the results of Rua Bioscience Limited and its subsidiary
(together, “the Group”).
Rua Bioscience Limited (“the Company”) is a company incorporated and domiciled in New Zealand and
registered under the Companies Act 1993. The address of the Company’s registered office and principal
place of business is 1 Commerce Place, Awapuni, Gisborne. During the period, the Company acquired its
first subsidiary (refer to Note 13) and reports consolidated financial statements accordingly.
The Company is principally engaged in the business of research and development, and pharmaceuticals
manufacturing.
2. Basis of preparation
(a) Statement of compliance
TThe consolidated financial statements have been prepared in accordance with New Zealand Generally
Accepted Accounting Practice (NZ GAAP), being in accordance with New Zealand Equivalents to
International Financial Reporting Standards (NZ IFRS) and other New Zealand accounting standards
and authoritative notices that are applicable to entities that apply NZ IFRS and International Financial
Reporting Standards (IFRS). They comply with interpretations issued by the IFRS Interpretations
Committee (IFRS IC) applicable to companies reporting under IFRS. The consolidated financial
statements have also been prepared in accordance with the requirements of the Companies Act 1993,
the Financial Markets Conduct Act 2013 and the Main Board/Debt Market Listing Rules of NZX Limited.
The Group is a for-profit entity for the purposes of complying with NZ GAAP.
These consolidated financial statements include non-GAAP financial measures that are not prepared
in accordance with NZ IFRS. The Group presents Net Tangible Assets, in Note 25. The Group believes
that this non-GAAP measure provides useful information to readers, as this is a required disclosure
under the NZX Listing Rules, but it should not be viewed in isolation, nor considered as a substitute for
measures reported in accordance with NZ IFRS. Non-GAAP measures as reported by the Group may
not be comparable to similarly titled amounts reported by other companies.
The consolidated financial statements are presented in New Zealand dollars ($), which is also the
Group’s functional currency. All financial information presented has been rounded to the nearest dollar.
(b) Significant accounting policies
Significant accounting policies have been disclosed alongside the related notes in the consolidated
financial statements.
(c) Basis of measurement
The consolidated financial statements have been prepared on a historical cost basis, except for the
following items (refer to note 2(h) for further details).
2. Basis of preparation (continued)
(d) New standards, interpretations and amendments
(i) Adopted during the period
Inventory and Revenue recognition
Subsequent to it having received verification from the NZ Medicinal Cannabis Agency (Medsafe) for
the sale and distribution of medicinal CBD products, the Group has during the period begun purchasing
raw materials and manufacturing inventory, as well as entering agreements for the sale of inventory
to customers.
• Refer to note 11 for details of the Group’s Inventory accounting policy.
• Refer to note 5 for details of the Group’s Revenue recognition accounting policy.
Consolidation
As a result of the business combination in the period, the Group acquired the shares of Zalm Therapeutics
Limited (refer to note 13). Because the transaction resulted in the Company obtaining control of Zalm,
this investee has been consolidated as a subsidiary as part of the preparation of the Group’s consolidated
financial statements. Refer to note 2(h) for details of the accounting policy.
(ii) New standards mandatorily effective during the period
Other new standards that have become mandatorily effective in the annual consolidated financial
statements for the year ended 30 June 2022, but have not had a significant effect on the Group are:
• Interest Rate Benchmark Reform – ‘phase 2’ (Amendments to NZ IFRS 9, NZ IAS 39, NZ IFRS 7,
NZ IFRS 4 and NZ IFRS 16);
• COVID-19 Related Rent Concessions beyond 30 June 2021 (Amendment to NZ IFRS 16);
(iii) Issued, but not yet effective
There are a number of standards, amendments to standards, and interpretations which have been
issued that are effective in future accounting periods that the Group has decided not to adopt early.
The following amendments are effective for the periods beginning on or after 1 January 2022:
• Onerous Contracts – Cost of Fulfilling a Contract (Amendments to NZ IAS 37);
• Property, Plant and Equipment: Proceeds before Intended Use (Amendments to NZ IAS 16);
• Annual Improvements to NZ IFRS Standards 2018-2020 (Amendments to NZ IFRS 1, NZ IFRS 9,
NZ IFRS 16 and NZ IAS 41); and
• References to Conceptual Framework (Amendments to NZ IFRS 3);
• Amendments to IAS 1 – Classification of Liabilities as Current or Non-current (Deferral of Effective Date)
• NZ IFRS 17 Insurance Contracts (effective 1 January 2023);
• Amendments to IAS 1 – Classification of Liabilities as Current or Non-current (effective 1 January 2023);
• Amendments to NZ IFRS 17 (effective 1 January 2023);
• Disclosure of Accounting Policies (Amendments to NZ IAS 1 and IFRS Practice Statement 2)
(effective 1 January 2023);
• Definition of Accounting Estimate (Amendments to NZ IAS 8) (effective 1 January 2023);
• Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction – Amendments to
NZ IAS 12 Income Taxes (effective 1 January 2023);
• Initial Application of NZ IFRS 17 and NZ IFRS 9 – Comparative Information (effective 1 January 2023);
• Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments
to NZ IFRS 10 and NZ IAS 28) (effective 1 January 2025).
The Group does not expect these new and amended standards to have a material impact on the Group.
The Group is in the process of identifying the impact of climate change on the business and its assets.
Rua has engaged the services of Toitu Envirocare to assist in the development of carbon and environmental
reporting processes. Our annual report will set out the key targets for Rua’s sustainability programme.
53Rua Bioscience ― Annual Report 202252Financial Statements
2. Basis of preparation (continued)
(e) Accounting estimates and judgements made
The preparation of the consolidated financial statements, in conformity with NZ IFRS, requires management
to make judgements, estimates and assumptions that affect the application of accounting policies and the
reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an on-going basis, with revisions to accounting
estimates recognised in the period in which the estimates are revised and in any future periods affected.
Details of significant judgements and estimates made by management include:
Judgements
− Recognition (or not) of deferred tax assets related to carried forward tax losses (note 8)
− Classification of contingent consideration (note 13)
− Identification and valuation of intangible assets arising on business combinations (note 13)
− Useful life of externally acquired intangible assets (note 14)
− Recognition of research and development tax credits and research and development expenses
(notes 6 & 7)
− Preparation of the financial statements on a going concern basis (note 2(f))
Estimates
− Identification and valuation of intangible assets arising on business combinations (note 13)
− Estimation of contingent consideration (note 13)
(f) Going Concern
The consolidated financial statements have been prepared on the going concern basis, which assumes
that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future.
The Group incurred a net loss of $8,636,052 during the year ended 30 June 2022 (2021:
net loss of $4,417,960).
The purchase of Zalm Therapeutics Limited in February 2022 creates a significant opportunity for the
Group. Zalm’s contract with Cann Group provides a scalable and sustainable supply of range of cannabinoid
medicines at a very competitive cost base.
With the market for cannabis derived medicines continuing to show strong growth globally it is forecast the
Group will be able to capture a proportion of the market in key jurisdictions and that the sales of the Group’s
products will increase.
In FY22, the Group obtained key licenses that allowed it to commercialise its first product and create the
foundation for further commercial opportunities. The key licenses obtained in the period include License
to Manufacture Medicine (GMP) and New Medical Cannabis Product Application (CBD100).
Currently there are no indications that the Group will not be able to continue as a going concern.
The Group has net current assets and the Directors are of the opinion that the Group is able to settle
liabilities as they fall due.
There are risks related to the assumptions being made, particularly around the timing of regulatory
approvals and supplying product to markets, sales volumes, and the sales price of these products.
The Group is monitoring and managing these risks, however there is no indications at this point in time
that they will affect the Group’s ability to continue as a going concern.
2. Basis of preparation (continued)
(g) Estimates and assumptions
Fair value measurement
The fair value of certain assets and liabilities included in the Group’s consolidated financial statements is disclosed.
Determining the fair value of these assets and liabilities utilises market observable inputs and data as far as
possible. Inputs used in determining fair value measurements are categorised into different levels based on
how observable the inputs used in the valuation technique utilised are (the ‘fair value hierarchy’):
- Level 1: Quoted prices in active markets for identical items (unadjusted)
- Level 2: Observable direct or indirect inputs other than Level 1 inputs
- Level 3: Unobservable inputs (i.e. not derived from market data)
The classification of an item into the above levels is based on the lowest level of the inputs used that has a
significant effect on the fair value measurement of the item.
For more detailed information in relation to the fair value measurement of the items above, please refer to
the applicable notes.
- Borrowings, disclosure of fair value (note 4)
- Financial assets and liabilities at amortised cost, disclosure of fair value (note 4)
- Contingent consideration (note 13)
- Valuation of intangible assets in a business combination (note 13)
- Share-based payments measured at fair value (note 23)
h) Basis of consolidation
Where the Company has control over an investee, it is classified as a subsidiary. The company controls an
investee if all three of the following elements are present” power over the investee, exposure to variable returns
from the investee, and the ability of the investor to use its power to affect those variable returns. Control is
reassessed whenever facts and circumstances indicate that there may be a change in any element of control.
The consolidated financial statements present the results of the Company and its subsidiaries (“the Group”) as
if they formed a single entity. Intercompany transactions and balances between Group companies are therefore
eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the
“acquisition method” (refer to note 13). In the statement of financial position, the acquiree’s identifiable assets,
liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results
of acquired operations are included in the consolidated statement of comprehensive income from the date on
which control is obtained, and are subsequently deconsolidated from the date on which control ceases.
(i) Impairment of non-financial assets
The carrying amounts of the Group’s property, plant and equipment (note 12), intangible assets (note 14) and
right-of-use assets (note 15) are reviewed at each reporting date to determine whether there is any indication
of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount.
Impairment losses directly reduce the carrying amount of assets and are recognised in profit or loss.
The estimated recoverable amount of non-financial assets is the greater of their fair value less costs to sell and
value in use. Value in use is determined by estimating future cash flows from the use and ultimate disposal of
the asset and discounting these to their present value using a pre-tax discount rate that reflects current market
rates and the risks specific to the asset. For an asset that does not generate largely independent cash inflows,
the recoverable amount is determined for the cash-generating unit to which the asset belongs.
Impairment losses are reversed when there is a change in the estimate used to determine the recoverable
amount and there is an indication that the impairment loss has decreased or no longer exists. An impairment
loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
All other impairment losses are reversed through profit or loss.
55Rua Bioscience ― Annual Report 202254Financial Statements
3. Segment Reporting
The Group operates in one segment, its primary business being research and development and the sale and
manufacture of pharmaceutical products in New Zealand.
The chief operating decision maker has been identified as the Chief Executive Officer (CEO), as they make all
the key strategic resource allocation decisions related to the Group’s segment.
The Group currently derives revenue from customers through the sale of goods to a single distributor in
New Zealand. The Group currently only derives revenue from a single product line and therefore revenue is
not disaggregated further.
4. Financial Instruments and Financial Risk Management
and Capital Management
This note describes:
(A) The Group’s accounting policies with respect to financial instruments recognised in the Group’s
consolidated financial statements, and detail of those balances.
(B) The nature of the financial risk that the Group is exposed to, and the Group’s objectives, policies and
processes for managing those risks, the methods used to measure them, and sensitivity analysis to
movements in rates (where applicable).
(C) The nature of the Group’s Capital Management policies.
(A) Financial instruments recognised
The Group recognises financial assets and financial liabilities when it becomes party to the contractual
provisions of the financial instrument.
Financial Assets
The Group classifies its financial assets depending on the purpose for which the asset was acquired (i.e. the
business model) and the contractual terms of the cash flows.
Amortised Cost
These represent financial assets where the objective is to hold these assets in order to collect contractual cash
flows that represent solely payments of principal and interest. These comprise cash and cash equivalents,
other receivables and term deposit investments.
Cash and cash equivalents comprise of cash on hand and demand deposits, as well as highly liquid deposits
that are readily convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value, with terms of 90 days or less. Otherwise, deposits with a term greater than 90 days but
less than 1 year are presented as “investments”.
4. Financial instruments - Risk Management (continued)
These financial assets are:
− Initially measured at fair value, plus directly attributable transaction costs.
− Subsequently measured at amortised cost using the effective interest rate method, less provision for
impairment. Cash and cash equivalents and investments are held with “investment grade” financial
institutions and are deemed to have no significant increase in credit risk in terms of impairment.
− Derecognised when the contractual rights to the cash flows from the financial asset expire or are
transferred.
Financial liabilities
The Group classifies its financial liabilities depending on whether (or not) it meets the definition of a financial
liability at fair value.
Financial liabilities at fair value through profit and loss
These comprise contingent consideration recognised in the consolidated statement of financial position
and are carried at fair value. Changes in fair value are recognised in the consolidated statement of
comprehensive income.
Other financial liabilities at amortised cost
These include trade and other payables, borrowings, and lease liabilities recognised in the consolidated
statement of financial position.
These financial liabilities are:
− Initially measured at fair value, plus directly attributable transaction costs.
− Subsequently measured at amortised cost using the effective interest rate method.
− Derecognised when the contractual obligation to settle the obligation is discharged, cancelled, or expires.
57Rua Bioscience ― Annual Report 202256Financial Statements
Categories and fair values of the Group’s financial instruments
Financial
Assets at
Amortised
Cost
Financial
Liabilities
at Amortised
Cost
Financial
Liabilities at
Fair Value
through Profit
or Losst
Total
Carrying
Amount
Fair
Value
2022$$$$$
Investments8,041,4938,041,493(a)
Cash and cash equivalents1,897,2851,897,285(a)
Other Receivables575,000575,000(a)
Trade and other payables(438,378) (438,378)(a)
Lease liabilities(824,002) (824,002)(b)
Contingent consideration(7,641,832)(7,641,832)n/a
Total10,513,778(1,262,380)(7,641,832)
Financial
Assets at
Amortised
Cost
Financial
Liabilities
at Amortised
Cost
Total
Carrying
Amount
Fair
Value
2021$$$$
Investments13,041,54913,041,549(a)
Cash and cash equivalents3,359,4793,359,479(a)
Other Receivables75,00075,000(a)
Trade and other payables(510,167)(510,167)(a)
Borrowings (10,762)(10,762)(b)
Lease liabilities (944,078)(944,078)(c)
Total16,476,028(1,465,007)
2022: (a) Due to their short-term nature, the carrying value of these financial instruments approximates their fair value
(b) Not required to be disclosed per NZ IFRS 7.
2021: (a) Due to their short-term nature, the carrying value of these financial instruments approximates their fair value.
(b) Due to the market rate of lending for the remaining term and outstanding balance not being materially different from the current effective
interest rate, the carrying value of these financial instruments approximates their fair value.
(c) Not required to be disclosed per NZ IFRS 7.
4. Financial instruments - Risk Management (continued)
(a) Standard & Poor’s, Moody’s, Fitch.
4. Financial instruments - Risk Management (continued)
(B) Financial risk management
The Board has overall responsibility for the determination of the Group’s risk management objectives and
policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and
operating processes that ensure the effective implementation of the objectives and policies to the Group’s
finance function. The Board receives monthly reports from the Chief Financial Officer through which it reviews
the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.
The Group’s internal finance team also review the risk management policies and processes and report their
findings to the Audit, Finance & Risk Committee.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly
affecting the Group’s competitiveness and flexibility. Further details regarding these policies as they relate to
the specific financial risks that the Group is exposed to are set out below:
Through its operations, the Company is exposed to the following financial risks:
(a) Credit risk
(b) Market risk
i. Interest rate risk
ii. Foreign exchange risk, and
iii. Price risk
(c) Liquidity risk
(a) Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty to a financial asset fails to meet their
contractual obligations. The Group’s exposure to credit risk is represented by the carrying amount of cash
and cash equivalents, other receivables and investments.
The Group only holds cash and cash equivalents and investments with financial institutions that are
independently determined credit ratings of “A” or higher. Other receivables comprise contingent consideration
receivable held in escrow with the Group’s lawyers in relation to the acquisition of Zalm Therapeutics Limited
(refer to note 13 for details).
The Group has an Audit, Finance & Risk Committee that monitors credit risk as part of its wider duties.
Cash and cash equivalents and investments held with financial institutions are presented in the table below:
Credit
rating
(a)
Cash and cash
equivalentsInvestments
Other
receivablesTotal
30 June 2022$$$$$
KiwibankA1, AA1,897,2858,041,493-9,938,778
ANZA1, A+--500,000500,000
Total1,897,2858,041,493500,00010,438,778
30 June 2021
$$$$$
KiwibankA1, AA3,359,47913,041,549-16,401,028
Total3,359,47913,041,549-16,401,028
Interest rates on interest bearing cash and cash equivalents and investments range between 0.35% - 1.80%
(2021: 0.35% - 1.00%).
59Rua Bioscience ― Annual Report 202258Financial Statements
4. Financial instruments - Risk Management (continued)
(b) Market risk
Market risk arises from the Groups:
- Use of interest-bearing borrowings (interest rate risk)
- Credit sales and purchases in foreign currencies (foreign currency risk), and
- Prices of key commodity inputs (price risk)
i. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates.
The Group is exposed to fair value interest rate risk from its fixed-rate borrowings and lease liabilities,
with rates between 4.00% - 7.50% (2021: 3.90% - 7.50%).
The Group manages its interest rate risk by placing surplus funds on medium term interest-returning
investments with financial institutions (per above).
ii. Foreign exchange risk
The Group currently does not have any sales transactions denominated in foreign currencies, however
this is likely to change in subsequent reporting periods.
There are no open forward exchange contracts at the end of the reporting period (2021: no open forward
exchange contracts).
The net foreign exchange loss recognised for the year was $2,993 (2021: $1,266).
(c) Liquidity risk
Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will
encounter difficulty in meeting its financial obligations as they fall due.
The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when
they become due. To achieve this the Group maintains a monthly forecast on its future cash position to ensure
it can meet financial obligations when they fall due.
The Board receives monthly financial statements which include statements of financial position, performance,
and cash flow, as well as budget/forecast variance reports, to ensure it holds or will hold cash equivalents to
meet its obligations.
(C) Capital Management
The Group’s objectives when managing capital are to safeguard the entity’s ability to continue as a going
concern, so that it can continue to fund activities for the purposes of deriving sustainable returns to its
shareholders and other stakeholders.
The Group’s capital structure consists of Equity of the Group (comprising issued capital and retained
earnings). The Group is not subject to any externally imposed capital requirements.
The Board continually reviews the capital structure of the Group. As part of this review, the Board considers
the availability and cost of capital and the risks associated therein.
5. Revenue from contracts with customers
The Group recognises revenue from the sale of goods at a point-in-time when control of the goods
has transferred to the customer. The Group identifies the point which control passes based on the
following indicators:
− Whether physical delivery of the products to the agreed location has occurred;
− Whether the Group no longer has physical possession;
− Whether the Group has a present right to payment;
− Whether the Group has transferred legal title to the customer;
− Whether the customer has accepted the goods; and
− Whether the Group retains any of the significant risks and rewards of the goods in question.
Where goods are sold through distributors, judgement is required to assess whether control passes:
(i) When the goods are delivered to the distributor (in which case, the distributor is the Group’s customer,
and is acting as a “principal” in its own right), or instead
(ii) To a party further in the supply chain (in which case, the distributor is acting as the Group’s “agent”, rather
than as a “principal”, and the Group’s “customer” (referred to as the ‘end customer’) may be a retailer,
wholesaler or approved prescriber).
As at 30 June 2022
Up to 3
Months
Between
3 and 12
months
Between
1 and 2
year
Between
2 and 5
years
Over
5 yearsTotal
$$$$$$
Trade and other payables319,488----319,488
Lease liabilities47,585113,981119,464317,169374,021972,220
Total367,073113,981119,464317,169374,0211,291,708
As at 30 June 2021$$$$$$
Trade and other payables510,167----510,167
Borrowings 10,832----10,832
Lease liabilities43,367130,102147,470330,910479,7441,131,593
Total564,366130,102147,470330,910479,7441,652,592
4. Financial instruments - Risk Management (continued)
The following table sets out the contractual maturities (representing undiscounted contractual
cash-flows) of financial liabilities:
61Rua Bioscience ― Annual Report 202260Financial Statements
5. Revenue from contracts with customers (continued)
The Group has assessed that control passes to the distributor, and therefore is acting as a “principal” in its
own right and as such the Group’s customer, based on the assessment of the following indicators:
− The Distributor is responsible for fulfilling the promise to provide goods to the end customer;
− The Distributor takes physical possession of the goods before they are delivered to the end customer,
and assumes all substantive inventory risk associated with the goods; and
− The Distributor has discretion to set the price for goods sold to the end customer.
Determining the transaction price - Variable consideration
The terms of the Group’s contracts with customers include elements of variable consideration which constrain
the amount of revenue recognised at a point in time:
− Certain contracts provide customers with a limited right of return over expired products (products
typically have an expiry of no more than 9 months from the date of purchase). Payment terms are 60 days
from invoice.
The Group estimates the value of goods that are expected to be returned using the expected value method
such that it is highly probable that there will not be a reversal of previously recognised revenue when goods
are returned.
A refund liability is recognised where cash received exceeds the revenue recognised.
− Contracts containing pricing adjustments, rebates and other fees paid to customers are recognised as a
reduction in revenue at the time that the related sale is recognised.
These arrangements include instances where the Group reimburses its distributors for discounts provided to
their customers.
Repurchase agreements
The Group’s arrangements also include clauses allowing the Group to repurchase goods transferred to
customers giving rise to a call option. These call options are not conditional. Because goods are repurchased
at the original selling price, this constitutes a financing arrangement and the Group recognises a contract
liability for the amounts which it expects to repay. Revenue is recognised once the call option expires or is
recognised. Because these arrangements are short-term in nature, the Group does not consider this to be a
significant financing arrangement and does not account for the time value of money.
20222021
$$
Sales of goods - point in time24,226 -
Total Revenue from Contracts with Customers24,226 -
As at 1 July
Contract
Liability
2022
$
Contract
Liability
2021
$
Amounts included in opening contract liabilities that were
recognised as revenue during the period
Cash received and/or trade debtors recognised in advance of
performance and not recognised as revenue as at period end
2,062-
As at 30 June2,062-
Contract Balances
6. Other Income
(i) Government grants
AGovernment grants are recognised at their fair value where there is reasonable assurance that the grant will
be received and the Group will comply with all attached conditions. Government grants relating to costs are
deferred and recognised in profit or loss over the period necessary to match them with the costs that they are
intended to compensate. They are recognised as other income rather than reducing the costs that they are
intended to compensate.
The Group currently receives government grants in the form of R&D tax incentive credits, received from the
Inland Revenue Department (IRD).
R&D tax incentive credits are accounted for as government grant income as opposed to income tax credits
as the benefit is independent of the taxable profit or tax liability where the Group is eligible for a cash refund;
specific conditions exist for the Group, the R&D activities and the expenditure to be eligible for the tax credits;
and the tax credits are not structured as an additional deduction in computing taxable profit.
The Group has reasonable assurance at the reporting date that the R&D tax incentive will be received and all
attached conditions will be complied with. The Group expects to receive the tax credit when the return is filed
subsequent to the end of the reporting period.
Other income streams recognised by the Group include:
20222021
$$
Research and development grant income584,180 357,366
NZTE grant income36,689-
COVID-19 wage subsidy-91,636
Total government grant income620,869449,002
Gain on sale of property, plant and equipment1,003-
Other Income- 1,969
Total other income621,872450,971
63Rua Bioscience ― Annual Report 202262Financial Statements
20222021
$$
Specific expenses included in operating loss
before net financing costs for the year:
Cultivation costs 875,738 611,045
Extraction and manufacturing578,740 584,502
Changes in inventories of finished goods
and work in progress
128,643-
Accommodation and travel36,665 58,740
Communications236,27832,253
Depreciation of property, plant and equipment 645,502 596,698
Depreciation of right-of-use lease assets171,101 97,904
Direct research and development expenses628,023 308,433
General256,811 204,315
Professional services1,378,4641,133,268
Insurance132,788 126,180
Motor vehicle expenses55,738 57,1 9 3
Charitable expenses18,78224,670
Licenses46,51522,670
Office expenses64,737 69,267
Selling and marketing131,95957,741
Personnel costs2,842,067 2,479,916
Marketing costs related to IPO- 175,147
Foreign exchange loss2,993 1,266
Total expenses8,231,5446,641,208
Included in the above:
Employee benefit expense
- Short term benefits (wages and salaries)2,556,7732,406,567
- Defined contribution plan96,662 64,935
- Share-based payment expense188,632602,466
Total employee benefit expense2,842,067 3,073,968
Research and development expenses
- Direct costs628,023296,803
- Indirect costs2,349,499 1,600,323
Total research and development expenses2,977,522 1,897,126
7. Expenses
7. Expenses (continued)
(i) Research and development
Research and development expenditure that do not meet the development criteria in NZ IAS 38 Intangible
Assets for recognition as intangible assets are expensed as incurred. Development costs previously
recognised as an expense are not recognised as an asset in a subsequent period.
Currently the Group is still in the research phase (refer to note 22 Biological assets) and related costs are
recognised in profit or loss accordingly until such time as the Group moves into the development phase and
the relevant recognition criteria are met.
(ii) Fees paid to auditors
Fees paid to auditors include payments to PricewaterhouseCoopers for the following:
20222021
$$
Audit and review of the financial statements
- Audit of the financial statements131,25060,132
- Review of half year financial statements27,14327, 6 3 5
Total audit and review fees158,39387,767
65Rua Bioscience ― Annual Report 202264Financial Statements
8. Income tax
Tax expense/(credit) comprises current and deferred tax.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax
rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect
of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is
measured at the tax rates that are expected to be applied to temporary differences when they reverse, using
tax rates enacted or substantively enacted at the reporting date.
In determining the amount of current and deferred tax the Group takes into account the impact of uncertain
tax positions and whether additional taxes and interest may be due. The Group believes that its accruals
for tax liabilities are adequate for all open tax years based on its assessment of many factors, including
interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may
involve a series of judgements about future events. New information may become available that causes the
Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities
will impact tax expense in the period that such a determination is made.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences,
to the extent that it is probable that future taxable profits will be available against which they can be utilised.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer
probable that the related tax benefit will be realised.
(i) Income tax recognised in profit or loss
The income tax expense/(credit) recognised for the year includes current and deferred tax as
presented below:
20222021
$$
Current tax on profits for the year--
Total current tax--
Origination and reversal of temporary differences190,642(62,089)
Current year tax losses -(1,673,717)
Prior year tax losses not recognised959,348-
Prior period adjustments77(20,469)
Total deferred tax expense/(credit)1,150,067(1,756,275)
Total income tax expense/(credit)1,150,067(1,756,275)
8. Income tax (continued)
(ii) Reconciliation of income tax expense/(credit)
The reconciliation of income tax expense/(credit) is presented below:
20222021
$$
Loss before income tax expense/(credit)(7,485,985)(6,174,235)
Tax expense/(income) @28%(2,096,075)(1,728,786)
Add/(less) reconciling items
- Expenses not deductible for tax purposes54,406116,953
- Tax losses reinstated (R&D cash out credit adjustment)-(20,469)
- Non-assessable income(121,826)(123,973)
- Tax losses not recognised for deferred tax 3,313,485-
- Prior period adjustments77-
Total income tax expense/(credit)1,150,067(1,756,275)
(iii) Imputation credits
The Company has $310,713 of imputation credits as at 30 June 2022 (2021: $194,087).
(iv) Deferred tax
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 28%.
The movement on the deferred tax account is as shown below:
20222021
$$
Opening as at 1 July 2,554,480798,205
Recognised in profit and loss
- Recognition of temporary difference (190,642) 62,089
- Recognition of tax losses 1,240,099 1,673,717
- Tax losses derecognised(2,199,447)-
- Adjustment from prior years - 20,469
(1,149,990)1,756,275
Arising on business combination(1,404,490)-
Closing as at 30 June-2,554,480
67Rua Bioscience ― Annual Report 202266Financial Statements
8. Tax expense (continued)
(iv) Deferred tax (continued
Details of the deferred tax asset and liability amounts recognised in profit or loss are as follows:
Significant management judgement has been exercised to determine that future taxable profits for the
Group are beyond a reliable forecast horizon and that no net deferred tax asset should be recognised.
An amount of deferred tax asset of $959,348 (net) (2021: $nil) has been derecognised in the current year.
The unrecognised deferred tax asset is comprised of tax losses of $3,494,307 (2021: $nil).
The Group offsets assets and liabilities if, and only if, it has a legal enforceable right to set off current tax
assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes
levied by the same tax authority.
Employee
entitle-
mentsBuildings
Intangible
assets
Lease
liabilities
and Right-
of-use
lease
assets
Share-
based
payments
– cash
settled
Share-
based
payments
– equity
settled
Carried
forward
tax
lossesTotal
$$$$$$$$
As at 1 July 202030,92237,692-1,93438,39772,886616,374798,205
Amounts
recognised
- In profit or loss937(53,075) - 2,03650,79861,3931,694,1861,756,275
- In OCI--------
At 30 June 202131,859(15,383)-3,97089,195134,2792,310,5602,554,480
As at 1 July 202131,859(15,383)-3,97089,195134,2792,310,5602,554,480
Amounts
recognised
- In profit or loss13,049(1,927)-3,653(89,195)(116,222)(959,348)(1,149,990)
- Arising on
business
combinations
--(1,404,490)---- (1,404,490)
- In OCI--------
At 30 June 202244,908(17,310)(1,404,490)7,623-18,0571,351,212-
9. Notes Supporting Statement of Cash Flows
(i) Reconciliation of net operating cash flows to profit/loss
20222021
$$
Net loss for the year (8,636,052)(4,417,960)
Adjustments for non-cash and non-operating activity items:
- Add back: Depreciation – Property, Plant & Equipment
(3)
643,571596,698
- Add back: Depreciation – RoU lease asset
(3)
170,89497,904
- Deduct: Deferred tax income-(1,756,275)
- Add back: Deferred tax expense1,150,067-
- Deduct: Gain on sale of Property, Plant & Equipment(1,003)-
- Add back: Loss on sale of Property, Plant & Equipment-4,396
- Deduct: Share-based payment credit(139,373)-
- Add back: Share-based payment expense-535,879
- Deduct: Cash settled portion of salary sacrifice-(66,587)
- Add back: Interest expense 40,82231,558
- Deduct: Interest income (138,145)(47,560)
- Add back: Cost of goods given away under CAS18,782-
- Deduct: Costs capitalised into ROU assets(793)-
1,744,822(603,987)
Movements in working capital:
- (Increase)/decrease in other receivables
(1)
99,119370,451
- (Increase)/decrease in prepayments(55,994)(28,529)
- (Increase)/decrease in inventories(237,587)-
- Increase/(decrease) in trade and other payables
(2)
3,335260,033
- Increase/(decrease) in contract liabilities2,062-
- Increase/(decrease) in employee benefit liabilities225,87364,457
- Increase/(decrease) in deferred grant income9,500(91,636)
46,308574,776
Net cash outflows from operating activities(6,844,922)(4,447,171)
(1)
Excludes accruals for interest income (investing activity)
(2)
Excludes accruals for interest expense (financing activity), and payables related to property, plant & equipment (investing activity)
(3)
Depreciation of $1,931 (2021: nil) and amortisation of $ 207 (2021: nil) related to building facilities and plant and equipment used to
manufacture products is included in changes in inventories of finished goods and work in progress.
69Rua Bioscience ― Annual Report 202268Financial Statements
9. Notes supporting statement of cash flows (continued)
(ii) Changes in the Group’s liabilities arising from financing activities (cash and non-cash)
30 June 2022NON-CASHNON-CASHCASHCASHCASH
Opening
New
leases
Unpaid
accrued
lease
payments
Payment
of prior
year
accrued
interestDrawdownPaymentClosing
$$$$$$$
Borrowings 10,762 - - - - (10,762) -
Lease liabilities 944,078 36,977 -(3,769) - (153,284) 824,002
954,840 36,977 - (3,769) - (164,046) 824,002
30 June 2021NON-CASHNON-CASHCASHCASHCASH
Opening
New
leases
Unpaid
accrued
lease
payments
Payment
of prior
year
accrued
interestDrawdownPaymentClosing
$$$$$$$
Borrowings 88,931 - - - - (78,169) 10,762
Lease liabilities259,863 774,846 (7,717)--(82,914) 944,078
348,794 774,846 (7,717)- - (161,083) 954,840
10. Earnings per share
Basic earnings per share (EPS) is calculated by dividing the profit attributable to shareholders of the
Group by the weighted average number of ordinary shares on issue during the year, excluding shares
held as treasury stock.
Diluted earnings per share assumes conversion of all dilutive potential ordinary shares in determining
the denominator.
In both years, the Group has not adjusted the weighted average number of shares used in diluted EPS to
reflect the impact of outstanding share-options granted, because as the Group is loss-making, the impact
of the outstanding share options granted is “anti-dilutive” (i.e. decreases the loss per share).
11. Inventory
Inventories are recognised at the lower of cost and net realisable value. Cost comprises all costs of purchase,
costs of conversion and other costs incurred in bringing the inventories to their present location and
condition. All inventories are held at their net realisable value at reporting date.
Inventories are measured on a first-in-first-out basis to determine the cost of ordinarily interchangeable items.
Numerator20222021
$$
(Loss) for the year and earnings (basic and diluted EPS) (8,636,052)(4,417,960)
20222021
DenominatorNo. sharesNo. shares
Weighted average number of shares (basic and diluted EPS)144,166,088127,393,230
20222021
$$
Raw Materials166,028-
Consumables8,098-
Work in progress20,967-
Finished Goods23,712-
Total218,805-
71Rua Bioscience ― Annual Report 202270Financial Statements
11. Inventory (continued)
Amounts recognised in profit or loss
Inventories recognised as an expense during the year amounted to $39,727 (2021: nil). The Group reported
write-downs of inventory to net realisable value of $88,916 (2021: nil) in the statement of profit or loss and
other comprehensive income.
Consignment stock
The Group operates a Compassionate Access Scheme (‘CAS’) whereby quantities of finished goods are held
with distributors, and then distributed free of charge to eligible end consumers under direction of the Group.
Because the distributor does not control these finished goods, the Group recognises consignment stock for
the quantity of finished goods subject to the CAS at reporting date. The cost of goods distributed under the
CAS are recognised as a charitable expense (refer note 7) within the consolidated statement of profit or loss
and other comprehensive income, when the consumer receives the goods.
12. Property, plant and equipment
Property, plant and equipment are stated at historical cost less any accumulated depreciation and impairment
losses. Costs includes expenditure directly attributable to the acquisition of assets, and includes the cost of
replacements that are eligible for capitalisation when these are incurred.
Where self-constructed items take a substantial period of time to construct for their intended use (“qualifying
asset”) borrowing costs are capitalised to the initial cost of item, with associated cash flows presented within
interest expense paid in the consolidated statement of cash flows.
Where material parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items (major components) of property, plant and equipment.
The cost of property, plant and equipment constructed by the Group, including capital work in progress,
includes the cost of all materials used in construction, associated direct labour and an appropriate proportion
of variable and fixed overheads, and where applicable borrowing costs. Costs cease to be capitalised as soon
as the asset is ready for productive use.
Depreciation is calculated on a diminishing value basis over the estimated useful life of the asset based on
estimates by management. Assets’ estimated useful life is reassessed annually. The following estimated
depreciation rates have been used:
− Buildings and fitout 2% to 50% (2021: 0% to 50%)
− Cultivation Containers 10% (2021: 10%)
− Office Equipment 13% to 67% (2021: 8% to 67%)
− Plant and Equipment 8% to 100% (2021: 8% to 100%)
− Vehicles 40% (2021: 20% to 40%)
Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference
between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss.
Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated
with the expenditure will flow to the Group. Ongoing repairs and maintenance is expensed as incurred.
12. Property, plant and equipment (continued)
Buildings
and fitout
Cultivation
containers
Office
equipment
Plant and
equipmentVehicles
Capital
worksTotal
Year ended
30 June 2022
$$$$$$$
Opening net
book value
4,399,586 129,202 124,993 1,273,642 61,297 185,890 6,174,610
Additions - - 16,121- 3,321296,911 316,353
Acquired on business
combination
--524---524
Depreciation charge (351,214) (12,921) (39,798) (216,939) (24,629) - (645,501)
Disposals - - (2,702) - - -(2,702)
Transfers98,596 - 13,639 361,365 - (473,600)-
Closing net
book value
4,146,968 116,281 112,777 1,418,068 39,989 9,201 5,843,284
Cost 4,816,799 159,197 206,617 1,901,808 161,195 9,201 7,254,817
Accumulated
depreciation
(669,831) (42,916) (93,840) (483,740) (121,206) - (1,411,533)
Net book
amount
4,146,968 116,281 112,777 1,418,068 39,989 9,201 5,843,284
Buildings
and fitout
Cultivation
containers
Office
equipment
Plant and
equipmentVehicles
Capital
worksTotal
Year ended
30 June 2021
$$$$$$$
Opening net
book value
2,103,929 160,781 79,227 920,254 77,1162,317,0535,658,360
Additions--73,028-19,5031,040,553 1,133,084
Depreciation charge(303,192)(14,356)(33,216)(213,317)(32,617)- (596,698)
Disposals
(net book value)
-(17,223)(208)-(2,705)-(20,136)
Transfers2,598,849-6,162566,705-(3,171,716)-
Closing net
book value
4,399,586 129,202 124,993 1,273,642 61,297 185,890 6,174,610
Cost 4,718,203 159,197 185,219 1,540,443 157,874 185,890 6,946,826
Accumulated
depreciation
(318,617)(29,995)(60,226)(266,801)(96,577)- (772,216)
Net book
amount
4,399,586 129,202 124,993 1,273,642 61,297 185,890 6,174,610
The assets under capital work-in-progress relate to the Group’s plant and equipment. The cost of the plant
and equipment will be depreciated once the assets are commissioned and available for use. There are no
(additional) costs to completion to which the Group is contractually committed to.
73Rua Bioscience ― Annual Report 202272Financial Statements
13. Goodwill and Business Combinations
The consolidated financial statements incorporate the results of business combinations using the acquisition
method, as at the acquisition date.
Goodwill resulting from business combinations represents the excess between:
• The fair value of (i) the consideration paid, (ii) any previous held interest, and (iii) any remaining
non-controlling interest, and
• The fair value of the net identifiable assets, and their associated acquisition date deferred tax balances.
• Acquisition-related costs are expensed as incurred.
On initial recognition, goodwill is allocated to the cash generating units (‘CGU’) that are expected to benefit
from a business combination that gives rise to the goodwill (a CGU being the smallest group of assets for
which there are separately identifiable cash flows).
Subsequently, a CGU to which goodwill has been allocated is tested for impairment on an annual basis, and
at any other time where there is an indicator of impairment, by comparing the CGU’s carrying amount to its
recoverable amount.
Any impairment recognised against goodwill is not subsequently reversed in future periods where the
recoverable amount of a CGU increases above its carrying amount.
(i) Business combinations during the year
Acquisition of Zalm Therapeutics Limited
(a) Summary of the acquisition
On 4 February 2022, the Company acquired 100% of the voting equity instruments of Zalm Therapeutics
Limited (“Zalm”).
Zalm is a New Zealand-based medicinal cannabis business with supply and distribution arrangements for
Good Manufacturing Practice (“GMP”)-grade cannabis products to New Zealand and global markets.
The acquisition provides the Company with significantly earlier access to cannabis derived medicines at scale,
through Zalm’s in-place supply agreement with one of Australia’s leading listed medical cannabis companies
(Cann Group Limited) who during the reporting period have finalised the commissioning of one
of Australasia’s largest and most technologically advanced indoor growing facilities.
Acquisition costs of $77,717 have been recognised as general expenses in profit or loss, and operating cash
outflows in the consolidated statement of cash flows.
(b) Purchase consideration
Details of the purchase consideration are as follows:
$
Purchase consideration:
Ordinary shares issued
$3,820,916
Contingent consideration payable - shares$7,641,832
Contingent consideration payable – cash-
Total purchase consideration$11,462,748
13. Goodwill and Business Combinations (continued)
(i) Ordinary shares issued
The fair value of the 8,140,000 ordinary shares issued as part of the consideration paid for Zalm ($3,820,916)
was based on the volume-weighted average-price (VWAP) price on acquisition date, of $0.4694 share.
(ii) Contingent consideration payable - shares
The contingent consideration payable is made up of an additional 16,280,000 ordinary shares split into two
equal tranches (8,140,000 ordinary shares each), that are contingent upon achieving two critical milestones
(“Milestone 1”, and “Milestone 2”).
Achievement of Milestone 1 and Milestone 2 are not interdependent, such that both, one, or neither Milestone
could ultimately be achieved.
As the conditions attached to Milestones result in potential contractual obligations to issue a variable
number of ordinary shares, the contingent consideration is classified as a financial liability.
Milestone 1
The conditions attached to 8,140,000 Milestone 1 ordinary shares result in potentially, 100%, 75%, 50%,
or 0% of the shares being issued (“Milestone 1 threshold”) at 30 December 2022 (or earlier, if the conditions
are met).
The potential undiscounted amount of future payments the Group could be required to make in respect
of Milestone 1 ranges from $0 to $3,820,916 based upon the targets being met (or partially met) around
technical documentation and quantity by Zalm’s supplier, Cann Group.
The fair value of the Milestone 1 contingent consideration payable of $3,820,916 has been estimated by
applying the probability weighted expected Milestone 1 threshold of 100% against the estimated ordinary
share price of $0.4694 at the estimated expected Milestone 1 achievement date (December 2022).
Refer to (iv) below for further details on valuation inputs and relationships to determining the level 3 fair
value of Milestone 1 contingent consideration payable.
Milestone 2
The conditions attached to 8,140,000 Milestone 2 ordinary shares result in potentially, 100%, 75%, 50%, 25%, or
0% of the shares being issued (“Milestone 2 threshold”) at 31 March 2024 (or earlier, if the conditions are met).
The potential undiscounted amount of future payments the Group could be required to make in respect
of Milestone 2 ranges from $0 to $3,820,916 based upon the targets being met (or partially met) around
technical documentation, price and quantity by Zalm’s supplier, Cann Group.
The fair value of the Milestone 2 contingent consideration payable of $3,820,916 has been estimated by
applying the probability weighted expected Milestone 2 threshold of 100% against the estimated ordinary
share price of $0.4694 at the estimated expected Milestone 2 achievement date (March 2024).
Refer to (iv) below for further details on valuation inputs and relationships to determining the level 3 fair value
of Milestone 2 contingent consideration payable.
75Rua Bioscience ― Annual Report 202274Financial Statements
13. Goodwill and Business Combinations (continued)
(iii) Contingent consideration payable - cash
An amount of $500,000 of Zalm’s pre-acquisition cash is currently held in escrow by the Vendors’ solicitors
and will be released to Rua if, and only if, either Milestone 1 or Milestone 2 are met (including any and all
accumulated interest). In all other circumstances, the amount is transferred to the Vendors (including any and
all accumulated interest).
The $500,000 cash in escrow has not been recognised as part of the cash and cash equivalents balance
acquired (refer (c) below).
The fair value of the contingent consideration payable of $0 has been estimated by applying the sum of the
inverse of the probability weighted expectations of achieving Milestone 1 and Milestone 2 against the gross
$500,000 cash amount potentially receivable as at the last Milestone achievement date (March 2024).
(iv) Contingent consideration at reporting date
Valuation inputs and relationships to fair value
The following table summarises the quantitative information about the significant unobservable inputs used in
level 3 fair value measurements for the contingent consideration payable in the Zalm acquisition:
Fair value
Fair value
Remeasurement
gain/(loss)Fair value
$$$
Level 3 fair valuesAcquisition 30 June 2022
Milestone 1(3,820,916)-(3,820,916)
Milestone 2(3,820,916)-(3,820,916)
Cash payable---
Total(7,641,832)-(7,641,832)
Item Unobservable inputsRange of inputs
Acquisition 30 Jun 2022
Relationship of unobservable
inputs to fair value
Milestone 1 Probability of
achievement
100%100%A decrease in the
achievement probability of
25% would result in a fair
value change of $955,229.
Milestone 2 Probability of
achievement
100%100%A decrease in the
achievement probability of
25% would result in a fair
value change of $955,229.
Cash payable Inverse of the higher
of Milestone 1 and
Milestone 2
0%0%As change in the inverse
probability by +/- 25% results
in a fair value change of
$125,000.
13. Goodwill and Business Combinations (continued)
(iii) Net cash flow from acquisition
Fair value
$
Cash and cash equivalents876,452
Non-trade receivables524,026
GST receivable14,649
Withholding tax receivable77
Property, plant, and equipment.524
Trade and other current payables(12,607)
Intangible – Supplier contract (CANN)5,016,035
NET IDENTIFIABLE ASSETS AND LIABILITIES6,419,156
Deferred tax liability(1,404,490)
Total net identifiable assets acquired5,014,666
20222021
$$
Cash acquired at acquisition 13(c)$876,452-
Cash paid at acquisition 13(b)--
Net cash inflow – investing activity$876,452-
(v) Net identifiable assets acquired
Details of the assets and liabilities recognised as a result of the acquisition are as follows:
77Rua Bioscience ― Annual Report 202276Financial Statements
13. Goodwill and Business Combinations (continued)
Valuation inputs and relationships to fair value
The identification and initial recognition and measurement of identifiable intangible assets acquired in a
business combination requires the use of judgement and estimation. The Group uses valuation specialists in
establishing an initial range of fair values based on estimates of various input parameters, to which judgement
is then applied to select the most appropriate value within that range to be recognised in the Consolidated
Statement of Financial Position.
The fair value of the Supplier Contract was determined using the comparative income differential method.
This method involves comparing and assessing the difference in future earnings with or without the benefit
of future access to or use of the intangible asset being valued. Key inputs are the expected sales volumes,
preferential supplier pricing, alternative supplier pricing and the discount rate (which is based on the Group’s
weighted average cost of capital).
A 5% change in the inputs outlined above would have the following impact on the fair value, holding all other
variables constant:
(d) Goodwill recognised
Goodwill from the acquisition of Zalm has been determined as follows:
Goodwill represents and is attributable to the workforce acquired and the expected future profitability that
the acquisition will bring to the Company’s overall operations.
Goodwill is not deductible for tax purposes.
(e) Revenue and profit contribution
The impact of the acquisition of Zalm Therapeutics Limited on the results of the Group for the period ended
30 June 2022 are not considered material and are therefore not disclosed in the consolidated financial
statements.
Key unobservable input+5% movement-5% movement
Expected sales volumes250,802(250,802)
Preferential supply price difference250,802(250,802)
Discount rate(578,988)687,717
Fair value
$
Purchase consideration13(b)11,462,748
Plus: Previous interest-
Plus: Remain non-controlling interest-
Less: Net identifiable assets acquired 13(c)(5,014,666)
Goodwill recognised6,448,082
13. Goodwill and Business Combinations (continued)
(iii) Impairment testing of goodwill
Goodwill is monitored at a company level, of a single cash-generating-unit (CGU).
The recoverable amount of the CGU has been determined based on fair value less costs of disposal, being
the price that would be received between market participants at the measurement date, less any directly
incremental transaction costs and costs to bring the CGU to a saleable condition.
The recoverable value is based on an estimate of market value at the reporting date based on the quoted
share price of $0.33 per share. The share issue price at reporting date is based on the quoted price on the
NZX listed exchange and represents a “level 1” fair value measurement per the fair value hierarchy.
In 2021, determination of the recoverable value of the Group (being the CGU) was based on an estimate of
market value at the reporting date based on the quoted share price of $0.41 per share. The share issue price
at reporting date is based on the quoted price on the NZX listed exchange and represents a “level 1” fair value
measurement per the fair value hierarchy.
In determining the recoverable value of the CGU, the Group has headroom of $25,262,067 (2021: 28,689,821)
over the carrying value. No impairment of goodwill has been recognised as at 30 June 2022 (2021: nil).
14. Intangible assets
Intangible assets are recognised on business combinations if they are separate from the acquired entity or
give rise to other contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using
the appropriate valuation techniques (refer to note 13).
The significant intangibles recognised by the Group, their useful lives and the methods used to determine the
cost of intangibles acquired in a business combination are as follows:
Intangible asset Useful economic life Valuation method
Supplier contracts Finite – based on units of Estimated discounted cash flow
production (refer below) (comparative income differential method)
Supplier contracts are amortised on a units-of-supply basis, being the actual volume of units purchased for
production relative to the expected volumes purchased over the life of the contract.
79Rua Bioscience ― Annual Report 202278Financial Statements
Goodwill
Supplier
ContractsTotal
$$$
(i) Cost
At 1 July 20214,000,000
-4,000,000
Acquired through business combinations6,448,082
5,016,03511,464,117
At 30 June 202210,448,0825,016,03515,464,117
At 1 July 20204,000,000-4,000,000
At 30 June 20214,000,000-4,000,000
(ii) Accumulated amortisation and impairment
At 1 July 2021---
Amortisation charge---
At 30 June 2022---
At 1 July 2020---
Amortisation charge---
At 30 June 2021---
(iii) Net book value
At 1 July 20204,000,000-4,000,000
At 30 June 20214,000,000-4,000,000
At 30 June 202210,448,0825,016,03515,464,117
14. Intangible assets (continued)
15. Leases
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
− Leases of low value assets; and
− Leases with a duration of 12 months or less.
Initial measurement
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the
lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the Group’s incremental borrowing rate on
commencement of the lease is used. Variable lease payments are only included in the measurement of the
lease liability if they depend on an index or rate, however in such cases the initial present value determination
assumes that the variable element will remain unchanged throughout the lease term.
Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
− amounts expected to be payable under any residual value guarantee;
− the exercise price of any purchase option granted in favour of the Group if it is reasonably certain to
assess that option;
− any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of
termination option being exercised.
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives
received, and increased for:
− lease payments made at or before commencement of the lease;
− initial direct costs incurred; and
− the amount of any provision recognised where the Group is contractually required to dismantle, remove or
restore the leased asset (typically make-good provisions on buildings)
Subsequent measurement
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on
the balance outstanding and are reduced for lease payments made.
Right-of-use assets are depreciated on a straight-line basis over the remaining term of the lease or over the
remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. Right-of-use
assets are also subject to impairment assessment at reporting date.
Remeasurement
When the Group revises its determination of the use (or non-use) of renewal and/or termination options, the
carrying amount of the lease liability is adjusted to reflect the payments to make over the revised term, which
are discounted at the revised discount rate.
The carrying value of lease liabilities is similarly revised when the variable element of future lease payments
dependent on a rate or index is revised, however this is discounted at the original discount rate.
In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the
revised carrying amount being depreciated over the remaining (revised) lease term.
The Group did not receive (nor is it expected to receive) any COVID-19 related lease payment reductions
during the year.
As discussed in Note 1, the Group has elected to apply the practical expedient introduced by the amendments
to IFRS 16 to all rent concessions that satisfy the criteria.
The application of the practical expedient results in a reduction of the lease liabilities with reduction being
recorded in profit or loss in the period in which the event or condition that triggers those payments occurred.
81Rua Bioscience ― Annual Report 202280Financial Statements
20222021
Expenses and income in the period$$
Depreciation
- Leases of property (land and buildings)114,24768,722
- Vehicles32,38329,182
- Plant24,472
Interest expense44,53521,859
Balance sheet and cash flow statements
Carrying amount of Right-of-use asset
- Leases of property (land and buildings)738,908853,155
- Vehicles44,36276,742
- Plant13,502-
Additions to Right-of-use assets37,977774,846
Total cash outflow related to leases209,304101,010
(ii) Information regarding the Group’s leases and leasing activity
The Group leases a number of properties including land, buildings, including commercial office premises, in
the jurisdiction from which it operates.
As standard industry practice, several of the Group’s property leases are subject to periodic CPI increases
and/or market rent reviews. A 1% increase in these payments would result in an additional $907 cash outflow
(2021: $907) compared to the current period’s cash outflow.
The Group’s property leases typically include renewal and termination options. The Group must assess
whether it reasonably expects (or not) to exercise these when determining the lease term.
The Group has two property leases (2021: two property leases) where the Group has assessed it is does not
reasonably expect to exercise all available renewal options, resulting in a potential lease term in the range
of 10 - 20 years (2021: 10 - 20 years) and potential future lease payments of between $109,020 - $689,160
(2021: $109,020 - $689,160) that are not currently included in measurement of the lease liability recognised
for these leases.
15. Leases(continued)
(i) Lease related balances as at period end, and amounts for the period
16. Other Receivables
20222021
Note$$
Financial assets classified as amortised cost – current
Cash consideration held in Escrow13
500,000-
Financial assets classified as amortised cost –
non-current
Non-trade receivables75,00075,000
Financial assets classified as amortised cost - total4575,00075,000
GST receivable89,21085,861
Other receivables 2,008-
Withholding tax receivable26,5241,683
Government grants receivable
- Research and development tax credit398,408508,581
- Other54,1739,802
Other receivables570,323605,927
Total other receivables1,145,323 680,927
17. Trade and Other Payables
20222021
Note$$
Trade payables317,427453,388
Other payables120,95156,779
Financial liabilities classified as amortised cost4438,378510,167
83Rua Bioscience ― Annual Report 202282Financial Statements
18. Employee Benefit Liabilities
Short-term employee benefit liabilities represent those that are expected to be settled wholly within
12 months after the end of the period in which the employees render the related service.
For defined contribution plans (Kiwisaver), the Group has no further payment obligations once the
contributions have been paid. The contributions are recognised as an employee benefit expense when
they are due.
19. Share Capital
The Group’s ordinary shares are classified as equity instruments. Incremental costs directly attributable to
the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects, including costs
related to shares still to be issued.
At 30 June 2022, share capital comprised 149,879,267 authorised and issued ordinary shares (2021:
140,262,591). All issued shares are fully paid and have no par value. The holders of ordinary shares are
entitled to receive dividends as declared from time to time and are entitled to one vote per share at
meetings of the Group, and rank equally with regard to the Group’s residual assets. Dividends are unlikely
to be declared whilst the Group is in the growth phase.
20222021
$$
Short term employee benefits payable
- Wages and salaries287,76899,837
- Accrual for annual and sick leave 168,419130,475
456,187230,312
Defined contribution plan payable3,5483,550
Total employee benefit liabilities459,735233,862
20222021
NumberNumber
Opening shares140,262,591 17,003,096
Effect of share split*-83,009,129
Shares issued**9,616,67640,250,366
Total share capital 149,879,267140,262,591
* On 15 September 2020, the Company completed a 5.882:1 share split.
** On 22 October 2020, the Company issued 40,000,000 shares by way of listing on the NZX. They also issued a further
250,366 shares through the vesting of the ESOP issue 3. During the year ended 30 June 2022:
- 1,476,676 vested share options were exercised into ordinary shares.
- 8,140,000 ordinary shares were issued as part of the consideration paid for the acquisition of Zalm Therapeutics Limited
(see note 13).
20. Related Party Transactions
(i) Company information
The Group has no ultimate parent entity. There are no individual shareholders holding more than
20% of the ordinary shares of the Group at reporting date.
(ii) Transactions and balances with related parties
During the year the Group entered into the below transactions with entities related to key
management personnel.
Nature of
transactions
Transaction
amount
Amounts
receivable
(payable)
$$
30 June 2022
Alvarium Investments (NZ) LimitedPurchases6,900-
EECOMS LtdPurchases314-
Mitchel Family TrustPurchases4,752-
30 June 2021
Alvarium Investments (NZ) LimitedPurchases1,492-
EECOMS LtdPurchases22,778-
Hikurangi Enterprises LimitedPurchases27,00027,000
Mitchel Family TrustPurchases6,7351,250
(iii) Key management personnel compensation
Compensation of key management personnel (being those persons having authority and responsibility for
planning, directing and controlling the activities of the Group, including the directors) was as follows:
20222021
$$
Directors fees270,000248,700
Short-term employee benefits1,425,080961,677
Defined contribution plan payments36,93123,747
Share-based payment expense138,641500,128
Total key management personnel compensation 1,870,6521,734,252
85Rua Bioscience ― Annual Report 202284Financial Statements
21. Contingent liabilities
There were no contingent liabilities at balance date that would affect the consolidated financial statements.
22. Biological assets
The Group currently still undertakes significant research and development activities and as such the
plants and produce currently resulting from these operations are not being developed for sale, or for
transformation into agricultural produce or additional biological assets. Under the Group’s licensing
requirements, plants must be destroyed and therefore hold no value at balance date. The plants are
destroyed by way of being composted and as they are not able to be traded, they have no value from
a product manufacturing perspective.
Accordingly, related costs are recognised in profit or loss rather than in the recognition of a biological asset
in accordance with NZ IAS 41 Agriculture, until such time as the Group moves past the research
and development phase. The agricultural assets will be recognised at fair value once the regulations
allow commercial production and they are used for commercial production.
23. Share-based payments
(a) Accounting policy
Equity-settled share-based payments
The grant-date fair value of equity-settled share-based payment arrangements granted to employees
and directors is recognised as an expense, with a corresponding increase in equity (share-based payment
reserve), over the vesting period of the awards.
The share-based payment cost recognised is generally determined by multiplying a value component to
a number component. The value component reflects the possibility of not meeting market performance
conditions. No adjustments are made for the likelihood of not meeting any service and/or non-market
performance conditions. The number component reflects the number of equity instruments for which the
service and any non-market performance conditions are expected to be satisfied.
Cash-settled share-based payments
Cash-settled share-based payments are measured at fair value and presented as a liability, with a
corresponding amount recognised as an expense.
(b) Key features and balances of ESOPs
The Group grants options to certain employees under a number of employee share option schemes
(Issues #1 and #2).
Tranche
[Vesting period]
Vesting conditions
Tranche 3A
[25 months]
Non-market performance conditions relating to the Company receiving NZ Medsafe
“Good Manufacturing Practice” (GMP) within a prescribed time frame.
Tranche 3B
[25 months]
Non-market performance conditions relating to the Company completing its first
commercial harvest in relation to sales agreement with a specified customer within
a prescribed timeframe.
Tranche 3C
[25 months]
Non-market performance conditions relating to the Company achieving EU GMP
certification within a prescribed timeframe.
Tranche 3D
[25 months]
Non-market performance conditions relating to the Company achieving sales into
the German market within a prescribed timeframe.
Tranche 4A
[25 months]
Non-market performance conditions relating to the establishment of a board-
approved grower partner and collaboration agreement with a specified target party.
Tranche 4B
[25 months]
Non-market performance conditions relating to establishment of a
commercialisation plan between the company and a specified target entity.
Tranche 4C
[25 months]
Non-market performance conditions relating to the company achieving various
medicinal cannabis licences and authorities.
Tranche 4D
[25 months]
Non-market performance conditions relating to board-approved cash-flow and
funding plans being confirmed.
Tranche 4E
[25 months]
Service condition.
In addition, the Group has elected to pay the PAYE tax associated with the share options granted, in addition
to the share options (i.e. no net settlement feature). Accordingly, this feature of ESOP Issue #1 is accounted
for as a cash-settled share based payment.
At reporting date, ESOP Issue #1 has fully vested and the associated number of options were awarded to
eligible employees based on the service conditions satisfied at the vesting date. All vested options have been
exercised. The weighted average share price on the exercise date was $0.40;
23. Share-base payments (continued)
- ESOP Issue #1 was subject to the following conditions:
87Rua Bioscience ― Annual Report 202286Financial Statements
Tranche
[Vesting period]
Vesting conditions
Tranche 3A
[30 months]
Non-market performance conditions relating to the Company receiving NZ Medsafe
“Good Manufacturing Practice” (GMP) within a prescribed time frame.
Tranche 3B
[30 months]
Non-market performance conditions relating to the Company completing its first
commercial harvest in relation to sales agreement with a specified customer within
a prescribed timeframe.
Tranche 3C
[30 months]
Non-market performance conditions relating to the Company achieving EU GMP
certification within a prescribed timeframe.
Tranche 3D
[30 months]
Non-market performance conditions relating to the Company achieving sales into
the German market within a prescribed timeframe.
Tranche 4
[30 months]
To be confirmed for each party prior to 1 October 2021.
Tranche 5A
[30 months]
Non-market performance conditions relating to the establishment of a board-
approved grower partner and collaboration agreement with a specified target party.
Tranche 5B
[30 months]
Non-market performance conditions relating to establishment of a
commercialisation plan between the company and a specified target entity.
Tranche 5C
[30 months]
Non-market performance conditions relating to the company achieving various
medicinal cannabis licences and authorities.
Tranche 5D
[30 months]
Non-market performance conditions relating to board-approved cash-flow and
funding plans being confirmed.
Tranche 5E
[30 months]
Service condition.
23. Share-base payments (continued)
(b) Key features and balances of ESOPs (continued)
- ESOP Issue #2 was subject to the following conditions:
In addition, the Group has elected to pay the PAYE tax associated with the share options granted, in addition
to the share options (i.e. no net settlement feature). Accordingly, this feature of ESOP Issue #2 is accounted
for as a cash-settled share based payment.
At reporting date, ESOP Issue #2 was modified such that portions of the share options either (i) vested
immediately or (ii) were forfeit immediately. As a result of this modification, any associated cash-settled
share-based payment liability was also (i) settled or (ii) extinguished. All vested options have been exercised.
The weighted average share price on the exercise date was $0.40 ;
Issue #1
No.
Issue #2
No.
Issue #3
No.
Issue #4
No.
Total
No.
At 1 July 2020357,00070,25042,564-469,814
- Options issued1,742,874342,961 207,802-2,293,637
- Options vested- - (250,366)-(250,366)
- Options forfeited(102,935)(111,758)--(214,693)
At 30 June 20211,996,939301,453--2,298,392
At 1 July 20211,996,939301,453--2,298,392
- Options issued -- -2,478,4002,478,400
- Options vested(1,298,746) (177,930) --(1,476,676)
- Options forfeited(698,193)(123,523)-(161,200)(982,916)
At 30 June 2022---2,317,2002,317,200
Tranche
[Vesting period]
Vesting conditions
Tranche 1
[6 months]
Service condition of remaining employment
23. Share-base payments (continued)
(b) Key features and balances of ESOPs (continued)
- ESOP Issue #3 was subject to the following conditions:
At reporting date, ESOP Issue #3 has fully vested and the associated number of options were awarded
to eligible employees based on the service conditions satisfied at the vesting date. The weighted average
share price on the exercise date was $0.54; and
- During the current period, the Company issued an employee share option plan (ESOP) in the form of
equity-settled share options to senior management, and selected employees (“Issue #4”).
All tranches of Issue #4:
• Are subject to a general service vesting condition (i.e. if the party terminates their employment with the
company, the share options are forfeited);
• Are subject to a market condition based on the VWAP for the 10-trading-day prior to vesting date;
• Grant a variable number of options subject to the market conditions met at the vesting date;
• Have a $nil exercise price; and
• Are subject to the following exercise dates:
o One third can be exercised one month after vesting
o One third can be exercised one year after vesting
o One third can be exercised two years after vesting
(i) Number of share options
89Rua Bioscience ― Annual Report 202288Financial Statements
* Refer to Correction of Prior Period Error above.
Issue #1
No.
Issue #2
No.
Issue #3
No.
Issue #4
No.
Total
No.
At 1 July 2020-----
- New options vested--250,366-250,366
- Options exercised --(250,366)-(250,366)
At 30 June 2021-----
At 1 July 2021-----
- New options vested1,298,746177,931--1,476,677
- Options exercised (1,298,746)(177,931)--(1,476,677)
At 30 June 2022-----
23. Share-base payments (continued)
(b) Key features and balances of ESOPs (continued)
(ii) Vested share options balances outstanding
23. Share-base payments (continued)
(c) Specific ESOP details
Measurement information
The following information is relevant in the determination of the fair value of share options granted:
Equity settledCash-settled
ESOP Issue #1
Tranche 3A – 3D, and 4A – 4E
2022202120222021
Option pricing model usedN /ABlack-ScholesN /ABlack-Scholes
Weighted average
share price
• Tranche 4A – 4E N /A$0.30N /A$0.41
• Tranche 3A – 3DN /A$0.50N /A$0.41
Exercise price$nil$nil
Weighted average contractual life
(in days)
• Tranche 4A – 4E N /A93N /A184
• Tranche 3A – 3D N /A184N /A184
Volatility
• Tranche 4A – 4E N /A96%N /A78%
• Tranche 3A – 3DN /A80%N /A78%
Equity settledCash-settled
ESOP Issue #2
Tranche 3A – 3D, 4 and 5A – 5E
2022202120222021
Option pricing model usedN /ABlack-ScholesN /ABlack-Scholes
Weighted average
share price
• Tranche 3A – 3D N /A$0.50N /A$0.41
• Tranche 4 N /A$0.41N /A$0.41
• Tranche 5A – 5EN /A$0.36N /A$0.41
Exercise price$nil$nil
Weighted average contractual life
(in days)
• Tranche 3A – 3D N /A645N /A549
• Tranche 4 from reporting date –
no confirmed conditions)
N /A645N /A645
• Tranche 5A – 5E N /A549N /A549
Volatility
• Tranche 3A – 3E N /A76%N /A78%
• Tranche 4 N /A78%N /A78%
• Tranche 5A – 5EN /A80%N /A78%
91Rua Bioscience ― Annual Report 202290Financial Statements
Equity settled
ESOP Issue #4
20222021
Option pricing model usedMonte-CarloN /A
Weighted average share price$0.23N /A
Exercise price$nilN /A
Weighted average contractual life (in days)731N /A
Volatility85%N /A
The volatility assumption, measured at the standard deviation of expected share price returns, is based on a
statistical analysis of daily share prices over the last 3 years and 6 months of stock movements at the date of
issue, matching the time to expiry on the options.
24. Events after the reporting date
There were no events subsequent to reporting date that would materially affect the financial statements.
25. Subsidiaries
The principal subsidiary of Rua Bioscience Limited, which has been included in these consolidated financial
statements, is as follows:
Name
Country of
incorporation
and principal
place of business
Proportion of
ownership interest
at 30 June
Non-Controlling
interests ownership/
voting interest
at 30 June
2022202120222021
Zalm Therapeutics
LimitedNew Zealand100%---
23. Share-base payments (continued)
(c) Specific ESOP details (continued)
26. Net tangible assets
Net tangible assets per share is a non-GAAP measure that is required to be disclosed by the NZX Listing
Rules. The calculation of the Group’s net tangible assets per share and its reconciliation to the consolidated
balance sheet is presented below:
20222021
$$
Total assets33,573,60030,851,469
(less): Intangible assets(15,464,117)(4,000,000)
(less): total liabilities(9,375,508)(2,017,423)
Net tangible assets8,733,97524,834,046
Number of shares issued at balance date 149,879,267140,262,591
Net tangible assets per share 0.06 0.18
9293Rua Bioscience ― Annual Report 2022Shareholder Information
RangeTotal HoldersUnits%Units
1 - 499368112,9860.08
500 - 999222164,0100.11
1,000 - 1,999369473,4190.32
2,000 - 4,9997682,449,0301.63
5,000 - 9,9993762,564,3011.71
10,000 - 49,99972113,997,6229.34
50,000 - 99,999724,806,4413.21
100,000 - 499,9997115,597,26410.41
500,000 - 999,999107,340,6074.90
1,000,000 Over19102,373,58768.30
Rounding-0.01
Total2,996149,879,267100.00
Nga Kōrero mo nga
Kaipupuri Hea
Shareholder Information
Spread of Shareholders
As at 31 August 2022
Rua’s Statement of Corporate Governance as at 30 June 2022 can be found here: www.ruabio.com/investors
Rank
NameUnits% Units
1FANG GROUP INVESTMENT LIMITED23,584,93915.74
2NEW ZEALAND DEPOSITORY NOMINEE LIMITED 19,713,27913.15
3TAILORSPACE CAPITAL LIMITED11,129,3757.43
4HIKURANGI ENTERPRISES LIMITED8,132,6205.43
5FNZ CUSTODIANS LIMITED 6,753,2144.51
6RIDINGS BROTHERS LIMITED4,492,1963.00
7MICHAEL JOHN WILDING4,254,7782.84
8HIKURANGI BIOACTIVES LIMITED PARTNERSHIP4,000,0002.67
9CUSTODIAL SERVICES LIMITED 2,783,9291.86
10ENQUIRE LIMITED2,682,1921.79
11WAKAROMA A/C (MARTIN SMITH & ANETA BIRD)2,544,7321.70
12ROBERT IAN FYFE2,153,0301.44
13FORSYTH BARR CUSTODIANS LIMITED 1,914,5661.28
14PATHFINDER CARESAVER - NZCSD1,778,1011.19
15AORAKI HOLDINGS (NO 2) LIMITED1,536,1231.02
16JOSEPH DAVENPORT1,387,2700.93
17GREG ANTONY ANDERSON & NICOLA MARIE ANDERSON1,273,5100.85
18YANLING HUANG1,210,0000.81
19FNZ CUSTODIANS LIMITED1,049,7330.70
20BREAKAWAY INVESTMENTS LIMITED958,0020.64
Totals: Top 20 holders of ORDINARY SHARES (Total)103,331,58968.94
Total Remaining Holders Balance46,547,67831.06
Top 20 Shareholders
As at 31 August 2022
9495Rua Bioscience ― Annual Report 2022Shareholder Information
Substantial Security Holdings
According to Notices given under the Financial Markets Conduct Act 2013, the following were substantial
security holders of Rua as at 30 June 2022.
Directors Security Holdings
Rua Bioscience securities in which each Director has a relevant interest as at 30 June 2022 are:
Directors Security Dealings
During the year ended 30 June 2022, there were the following Directors security transactions in respect of
section 148(2) of the Companies Act 1993 and sections 297(2) and 298(2) of the Financial Markets Conduct
Act 2013.
NameUnits% Units
WAKAROMA A/C (Martin Smith)2,544,7321.70
AORAKI HOLDINGS (NO 2) LIMITED (Brett Gamble)1,536,1231.02
BREAKAWAY INVESTMENTS LIMITED (Trevor Burt)958,0020.64
ANNA STOVE 763,8960.51
PANAPA EHAU473,4980.32
POSITANO HOLDINGS LIMITED (Brett Gamble)269,7910.18
PANAPA EHAU (granted options as part of the ESOP)59,800Unvested
NameUnitsConsideration
paid
Date Issued
BREAKAWAY INVESTMENTS LIMITED (Trevor Burt)
194,106
Ordinary Shares
Allotment12/10/2021
PANAPA EHAU
194,106
Ordinary Shares
Allotment12/10/2021
PANAPA EHAU
59,800 Options
to acquire 59,800
Ordinary Shares
18/10/2021
Rank
NameUnits% Units
1FANG GROUP INVESTMENT LIMITED23,584,93915.74
2NEW ZEALAND DEPOSITORY NOMINEE LIMITED 19,278,33912.86
3TAILORSPACE CAPITAL LIMITED11,129,3757.43
4HIKURANGI ENTERPRISES LIMITED8,132,6205.43
Directors Interests
The following are details of general disclosures of interest by directors holding office as at 30 June 2022,
pursuant to section 140(2) of the Companies Act 1993. The Director will be regarded as interested in all
transactions between Rua Bioscience and the disclosed entities.
NameCompanyPosition
Trevor BurtThe Lamb Company North AmericaChair
MHM Automation LtdChair
Market Gardeners LtdDirector
Landpower Group LtdDirector
Ben Gough Family TrustTrustee
NZ Drinks LtdDirector
Panapa EhauHikurangi Enterprises LtdDirector
Waiapu Investments LtdDirector
Hikurangi Huataukina TrustTrustee
Brett GambleAlvarium Investments (NZ) and Related CompaniesDirector/Shareholder
New Zealand Discretionary
Investment Management Services Ltd
Director
Newton Ross LtdDirector
Pathfinder Asset Management LtdDirector
TailorspaceCEO
Mobile Medical Technology LtdDirector
Mike Greer HomesDirector
Martin SmithMojo Coffee Cartel LtdDirector
Damar Industries LtdDirector
Reefton Distilling Company LtdDirector
Mons Royal LtdDirector
Anna StovePacific Edge LimitedDirector
TAB NZDeputy Chair
9697Rua Bioscience ― Annual Report 2022Shareholder Information
Changes in Director Interests
Directors made the following entries in the Directors Interests Register pursuant to section 140 of the
Companies Act 1993 during the year ended 30 June 2022:
Independent Directors
In order for a Director to be independent, the Board has determined that they must not be an employee of
Rua or any of its subsidiaries and must have no disqualifying relationships. Independence is determined by the
Board, in accordance with the independence requirements of the NZX Listing Rules and having regard to the
factors described in the Code. Director independence is monitored by the Board on an ongoing basis.
NZX Listing Rules require that there must at all times be at least three directors of whom two are ordinarily
resident in New Zealand and at least two are independent Directors.
Rua has five directors of whom three were considered to be independent as at 30 June 2022. Those three are:
the Chair, Trevor Burt; Anna Stove and Martin Smith. Brett Gamble is CEO of Tailorspace which owns 7.43%
of Rua. Panapa Ehau is a Director, employee and co-founder of Rua and director of Hikurangi Enterprises Ltd
which owns 5.43% of Rua.
Board and Officer Gender Composition
The gender composition of Directors and the Senior Management Team was as follows:
As at 30 June 2022:
DirectorInterests
Anna StoveStepped down as Chair of Global Women
Martin SmithMons Royal Ltd
Mojo Coffee Cartel Ltd
Trevor BurtNZ Drinks Ltd
Brett BambleMike Greer Homes
F 30 June 202222 30 June 2021
PositionFemaleMaleFemaleMale
Director1 (20%)4 (80%)1 (20%)4 (80%)
Senior
Management Team
2 (29%)5 (71%)2 (29%)5 (71%)
Evaluation of Performace Against Diversity Policy
Rua’s approach to diversity is outlined in its Diversity and Inclusion Policy, which is available on Rua’s website.
Key areas of focus are:
• Attracting, selecting and retaining qualified and diverse applicants and aiming to have a focus on ethnic
and gender diversity.
• Remunerating and rewarding in an equitable manner on the basis of skill, knowledge and merit.
• Maintaining a workplace that is accommodating of diverse and changing life situations and enables
employees to manage their work and lives through flexible working arrangements.
• Striving for a diverse representation of different groups in society across all levels of Rua’s business and
based on Rua’s origins and values (see the Code of Ethics for a description of Rua’s values).
The Board does not currently have any set measurable objectives under the Diversity and Inclusion Policy
(as recommended under Recommendation 2.5 of the NZX Corporate Governance Code). The Board
recognises the critical nature of diversity and inclusion and has ensured this is a key consideration when
making the skill-based appointments required to ensure robust governance as Rua transitions from start-up
to commercialisation. The Board has reviewed Rua’s diversity profile and considers that, at this time, there is
good diversity on the factors that are most relevant to Rua and its employees:
• Understanding and adoption of a bi-cultural working environment is deeply embodied within Rua’s culture.
All recent company publications include content in English and Māori.
• The make-up of the Board is sufficiently diverse for the purposes of forming a strong team, providing
specialised knowledge and expertise in relevant markets, and driving strong business performance.
• Of the 30 employees, 17 are female and 13 are male.
• 27 employees have a tertiary or higher qualification.
Meeting Attendance
Board
Audit, Finance and
Risk Managment
Remuneration and
NominationsDisclosure
AttendedAttendedAttendedAttended
Trevor Burt10 of 104 of 42 of 20 of 0
Panapa Ehau10 of 10
Brett Gamble10 of 104 of 42 of 2
Martin Smith10 of 102 of 2
Anna Stove10 of 104 of 42 of 2
9899Rua Bioscience ― Annual Report 2022Shareholder Information
The table above includes the equity settled ESOP issues.
Employee Remuneration
Remuneration RangeEmployees
100,000-110,0002
110,001-120,0003
160,001-170,0002
220,001-230,0001
250,001-260,0002
260,001-270,0002
320,001-330,0001
550,001-560,0001
In addition to his director’s fee, Panapa Ehau also receives a salary as an employee of Rua. In FY22,
his salary was $44,452, STI was $4,999, Employee Share Option Programme (which includes both equity and
cash settled components) was $118,848 and Directors Fee was $45,000 for a total remuneration of $213,299.
In addition to his director’s fee, Trevor Burt also recieved the Employee Share Options Programme offer of
$108,290 for a total remuneration of $198,290.
Directors Remuneration
Director remuneration is made up of an annual base fee, an additional Chair fee (if applicable) and
some Directors are participants in Rua’s share option plan.
A director fee pool of $324,000 per annum was set for the 2022 financial year. Any increase to that
pool requires shareholder approval. The base fee for the Chair is $90,000 and for a director is $45,000.
Committee Chairs are paid a fee for the additional work the role requires. Members of Committees are
not paid an additional fee.
DirectorPositionDirectors' FeesCommittee Fees
Total
Remuneration
Trevor BurtChairman - Board$90,000$90,000
Brett GambleChairman - ARC$45,000$4,500$49,500
Martin SmithChairman - Rems$45,000$4,500$49,500
Anna Stove$45,000$45,000
Panapa Ehau $45,000$45,000
* Other benefits include the use of a company car only.
CEO Remuneration
For the financial year ended 30 June 2022, the STI scheme for the CEO was set as a percentage of base cash
remuneration, being 30%.
For the financial year ended 30 June 2022, the CEO received $346,921 in fixed annual remuneration. The STI
Scheme payment for the CEO relating directly to the financial year was $77,867, being 77.5% of his maximum
available STI. The CEO participated in the Employee Share Options Programme, this includes both equity and
cash settled components and was $118,936. The CEO received other benefits of $15,300.
Two-Year Summary – CEO Remuneration
CEO Remuneration FY22
Single Figure
Remuneration
Percentage STI
Against
Maximum
Percentage LTI
Against
Maximum
Span of LTI
Performance
Period
2022CEO $559,03377.5%55%2020 - 2021
2021CEO $398,25060%--
Salary andOther Pay for performancePTotal
2022FeesBenefits*SubtotalSTILT ISubtotalRemuneration
CEO$346,921$15,300$362,221$77,867$118,936$196,812$559,033
Donations
Compassionate Access Programme$14,682
Medical Cannabis Awareness New Zealand$3,000
Other Koha$1,100
Total$18,782
101Rua Bioscience ― Annual Report 2022100Shareholder Information
Auditor Fees
Fees paid to the auditors include payments to PricewaterhouseCoopers for the following:
There were no other fees payable by the company for other serices provided by that firm for FY 2022.
Dividend Policy
The payment of dividends is not guaranteed, will be at the discretion of the Board, and dependent on a
number of factors.
These factors include the general business environment, operating results and the financial condition of Rua,
future funding requirements, any contractual, legal or regulatory restrictions on the payment of dividends by
Rua and any other factors the Board may consider relevant.
20222021
$$
Audit and review of the financial statements
- Audit of the financial statements131,25060,132
- Review of half year financial statements27,14327, 6 3 5
Total fees paid to auditors158,39387,767
NZX Disclosures
Rua has not applied for nor relied on any NZX waivers during the financial year ending 30 June 2022.
―
Photo credit: Damon Meade
103Rua Bioscience ― Annual Report 2022102
Nga Mokamoka o te Kamupene
Contact Directory
Company Number
6484092
Issued Capital
149,879,267 Ordinary Shares
Registered Office
Rua Bioscience Limited
1 Commerce Place,
Awapuni, Gisborne 4071
Phone: 0800 RUABIO (782 246)
Share Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road,
Takapuna, Auckland 0622
Phone: +64 (9) 488 8700
Directors
Trevor Burt
Panapa Ehau
Brett Gamble
Martin Smith
Anna Stove
Managing Director
Anna Stove
Auditors
PricewaterhouseCoopers
Legal Advisers
Lowndes Jordan
Level 15, 188 Quay Street
Auckland 1010
Phone: +64 (9) 309 2500
Website
ruabio.com
Facebook
facebook.com/ruabioscience
Instagram
instagram.com/ruabioscience
LinkedIn
linkedin.com/company/rua-bioscience
Contact Directory
Tēnei te mihi ki a koutou
ngā kaitautoko o tēnei
kamupene. Kei te kōkiri
mātou i te kaupapa kia
tutuki ai nga wawata i
wawatatia.
ruabio.com
---
PO Box 1387, Gisborne 4040, Aotearoa New Zealand | 0800 RUABIO | www.ruabio.com
FOR PUBLIC RELEASE
NZX Limited
Wellington
Wednesday 14 September 2022
Rua Bioscience Limited Releases Annual Report for Year Ended 30 June 2022
Rua Bioscience (NZX: RUA) today released its Annual Report for the 12 months ended 30 June
2022 (FY22).
In our Annual Report, we review the strides Rua Bioscience has made in the past 12 months,
outline our current performance and share our aspirations for the future. We’ll give you insight
into our industry and the ever-changing environment within which we operate as an ambitious
medicinal cannabis start-up. We’ll also explore our deep connection to Te Tairāwhiti and the
responsibilities we carry as a company established to have a positive impact on our people and
our whenua.
The Annual Report is attached and available now on the Rua website www.ruabio.com/investors.
Those who have requested it will receive a hard copy in the post in due course.
ENDS
For more information, please visit www.ruabio.com or contact:
Investors
Hamish White
Chief Financial Officer
+64 (21) 050 5795
Hamish.white@ruabio.com
Media
Kerry Donovan
Communications Manager
+64 (21) 128 7689
kerry.donovan@ruabio.com
MARKET ANNOUNCEMENT
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.