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Rua Releases Annual Report for Year Ended 30 June 2022

Annual Report14 September 2022RUAHealthcare

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.