Rua Bioscience Half Year Results - Global Growth

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



FOR PUBLIC RELEASE
NZX Limited
Wellington

27
th
February, 2025

Half-Year (HY25) Financial Results: Global Growth

E nga mana, e nga reo, e nga karangatanga maha, tena tatou katoa. Anei nga hua o nga marama e ono.

Rua Bioscience (NZX:RUA) is pleased to share our financial results and strategic achievements for the 6-month
period ended 31 December 2024. This period has been marked by significant increases in revenue and global
expansion.


August Launch of dried flower product in Germany in conjunction with Nimbus Health.
Launch of Rua’s first dried flower product in our home market of New Zealand
Launch in Australia of the first product using Rua’s genetics sourced from New
Zealand’s legacy market.
November Rua undertakes a capital raise successfully raising $1.2million to fund working capital
and grow sales.
December Expanded product portfolio in New Zealand with the launch of an additional dried
flower product.
Expanded product portfolio in Germany.

Financial Results

The Group reported a net loss before tax of $1,802,255 for the period ended 31 December 2024 (HY25) which
included a one-off cost related to capital raise of $158,617. This result compares to a loss of $10,851,830 in the
prior corresponding period, which included a goodwill impairment of $8,253,135, and other one-off impairments
of $356,800. When normalising for these one-off costs, the underlying result represents an improvement of
$464,209 over the prior corresponding period.

The net cash outflow from operating activities was $1,942,997 down 9% from $2,131,828 in the prior
corresponding period. This improvement is attributed to continued focus on improvement of our capital-light
operating model, particularly outsourcing commercial manufacturing.

During the period the company raised further capital to fund the growth in sales. The company undertook a
placement of shares to participating shareholders of $150,000 and a pro-rata rights offer to all shareholders which
raise $1,280,526. In conjunction with a loan of $250,000, and after associated costs, the company received cash
of $1,591,088 during the period. In addition, we have received a total of $320,250 as part of the short fall
applications to the capital raise.

MARKET ANNOUNCEMENT

PO Box 1387, Gisborne 4040, Aotearoa New Zealand | 0800 RUABIO | www.ruabio.com
During the period, the company undertook to sell the Rua manufacturing assets in line with the strategy to
outsource manufacturing. Whilst a binding offer was received, the purchasers did not complete on the sale and
the Board subsequently sought legal advice. The company is actively pursuing another purchaser.

The Board are aware though, that more funding will be required in the coming months to fund the growth in
revenue into the key markets. We are working with key shareholders to facilitate capital raising efforts.

Strategic Overview

Rua remains committed to its capital-light, highly scalable business model, positioning the company for
competitive advantage and significant industry growth. Rua sets itself apart from other companies in the sector
by operating at both ends of the value chain, leveraging our expertise in breeding and selection of unique genetics
and the supply of products to a global market with unique marketing strategies.

Rua continues to operate as one of few companies in the sector with a unique foundational story and an inherent
focus on delivering intergenerational impact to our people in our community.

Rua Genetics: The Legacy

Rua continues to operate our R&D facility in Ruatorea, focusing on genetic discovery within the medicinal
cannabis sector. New Zealand’s unique regulatory framework allows for the inclusion of legacy genetics, enabling
Rua to source these valuable strains from community growers and breeders who have safeguarded them for
generations. This initiative reflects Rua’s deep connection to whanau and whenua, whilst honouring those who
took personal risk to preserve this rich heritage.

Product Supply on a Global Scale

Rua has made substantial progress in supplying product to the world’s largest global medicinal cannabis markets,
namely Germany, Australia, New Zealand and the United Kingdom;

Germany: The German market remains the largest medicinal market globally. Since April 2024
the down-regulation of cannabis in Germany has seen a significant increase in patient access in
this key market. Rua has taken advantage of this growth, launching two flower products in the 6-
month period. Rua has developed a strong base of demand in this key market and expect that
base to continue to grow with the launch of additional flower products in the next 6-month
period.

Australia: The Australian market is now considered one of the largest medicinal cannabis markets
in the world. Rua has continued to focus on this key market with record sales recorded for the
month of November 2024. We have continued to focus on a diverse portfolio, strategic market
positioning and solid relationships with key stakeholders in the market.

New Zealand: The New Zealand market is witnessing significant growth, with increasing
awareness from doctors and patients alike. In the 6-month period, Rua launched two flower
products in our home market, a milestone that we are immensely proud of. The products have
been well received with month-on-month sales growth, culminating in a record month for Rua
with unit sales in November 2024 greater than all previous months.

UK: Rua is well positioned to capitalise on the rapid growth in the UK medicinal cannabis market,
with the launch of three new products in December 2024. These products are available to UK
patients through our partners Target Healthcare, who specialise in the supply of specials
medicines. Rua continues to develop relationships with clinics and strategic partners in this key
market and expect to see greater market penetration in the coming months.

Achieving revenue in three key markets in the period is a huge success for Rua and creates robust and resilient
revenue. With the addition of the UK in the upcoming period, it is further evidence of Rua’s ability to execute on
its strategic plan to be a global leader in medicinal cannabis.

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

Rua remains deeply committed to creating meaningful social impact that spans generations. A cornerstone of our
identity and strategic vision is our Impact Programme; encompassing our Compassionate Access Programme and
our Scholarship Programme.

Compassionate Access: Rua has continued to grow the Compassionate Access Programme from 30 patients to 52
patients in Te Tairawhiti. This programme is focused on ensuring equitable access to medicines and creating
intergenerational wellbeing in our community.

Scholarships: Rua has continued to grow its scholarship programme since its inception in 2020, empowering 53
local rangatahi into further education totalling $80,150.

Outlook

As we move forward, Rua remains steadfast in the delivery our differentiated strategy. We are optimistic about
the opportunities ahead and are committed to delivering value to our stakeholders, communities and patients
worldwide.


ENDS

The person who authorised this announcement:
Paul Naske
Chief Executive Officer

For shareholder enquiries please visit www.ruabio.com or contact:
info@ruabio.com
0800 RUABIO

---

1




Rua Bioscience Limited


Interim financial report

For the six months ended 31 December 2024

2



Rua Bioscience Limited




Contents

Company Directory
3




Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
4




Condensed Consolidated Statement of Changes in Equity 5 – 6




Condensed Consolidated Statement of Financial Position
7




Condensed Consolidated Statement of Cash Flows
8




Notes forming part of the Condensed Consolidated Financial Statements
9 - 22

3
Company Directory
For the six months ended 31 December 2024



Country of incorporation of company: New Zealand

Company Number: 6484092

Legal form: NZ Limited Company

Principal activities: Pharmaceutical Distribution and Marketing

Registered office: 1 Commerce Place
Awapuni
Gisborne

Directors: Anna STOVE – Chair
Panapa EHAU
Teresa FARAC-CIPRIAN
Tony BARCLAY

Auditor:

PricewaterhouseCoopers

Bankers: Kiwibank

Solicitors: Lowndes Jordan

4

Rua Bioscience Limited

Condensed Consolidated Statement of Profit or Loss
and Other Comprehensive Income
For the six months ended 31 December 2024


Note
For the six
months ended
31 December
2024
(unaudited)
For the six
months ended
31 December
2023
(unaudited)
$
$


Revenue from contracts with customers 5 693,829 16,988
Other income 6 195,383 124,418

Changes in inventories of finished goods and
work in progress
10 (486,650) (20,249)
Research and development expenses 15 (494,317) (558,400)
Costs related to capital raise (158,617) -
Other expenses (1,486,008) (1,883,277)
Impairment expense 11,17 (24,569) (8,609,935)
Loss before net financing costs (1,760,949) (10,930,455)


Interest income 1,810 87,491
Finance costs 7 (43,116) (8,866)
Net finance (cost)/income (41,306) 78,625

Loss before tax (1,802,255) (10,851,830)

Income tax expense 8 - -

Loss after tax (1,802,255) (10,851,830)

Other comprehensive (loss)/income -

Items that will or may be reclassified to profit or loss:
-
- Exchange (losses)/ gains arising on translation of
foreign operations
(3,714) 1,820

Total comprehensive loss for the period
attributable to shareholders
(1,805,969) (10,850,010)

Earnings per share attributable to the
ordinary equity holders of the parent




Loss from operations

Basic ($)
(0.011) (0.069)
Diluted ($)
(0.011) (0.069)

_______ _______


The above statements should be read in conjunction with the accompanying notes.

5

Rua Bioscience Limited

Condensed Consolidated Statement of Changes in Equity
For the six months ended 31 December 2024










The above statements should be read in conjunction with the accompanying notes.


* The 30 June 2024 consolidated financial statements were issued with a disclaimer of opinion by the Group’s auditor
Note
Share
capital

Foreign
currency
translation
reserve
Share option
reserve
Accumulated
losses

Total equity

$

$ $ $

$

Opening balance at 1 July 2024 (audited)* 43,952,936 (6,296) 333,324 (37,513,306) 6,766,658

Total comprehensive loss for the period
- Loss for the period - - (1,802,255) (1,802,255)
- Other comprehensive income - (3,714) - - (3,714)
Total comprehensive loss for the period - (3,714) - (1,802,255) (1,805,969)

Transactions with owners
- Issue of share capital 16 1,428,229 - - - 1,428,229
- Costs of issuing share capital (147,703) - - - (147,703)
- Employee share option expense - - 26,635 - 26,635
Total transactions with owners 1,280,526 - 26,635 1,307,161


Balance at 31 December 2024 (unaudited) 45,233,462 (10,010) 359,959 (39,315,561) 6,267,850

6
Rua Bioscience Limited

Condensed Consolidated Statement of Changes in Equity
For the six months ended 31 December 2023










The above statements should be read in conjunction with the accompanying notes.
Note
Share
capital

Foreign
currency
translation
reserve
Share option
reserve
Accumulated
losses

Total equity

$

$ $ $

$

Opening balance at 1 July 2023 (audited) 43,702,717 38 212,062 (23,794,552) 20,120,265

Total comprehensive loss for the period
- Loss for the period - - - (10,851,830) (10,851,830)
- Other comprehensive income - 1,820 - - 1,820
Total comprehensive loss for the period - 1,820 - (10,851,830) (10,850,010)

Transactions with owners
- Issue of share capital

- - - - -
- Employee share options expense - - 205,853 - 205,853
- Share options vested and exercised - - - - -
Total transactions with owners - - 205,853 - 205,853


Balance at 31 December 2023 (unaudited) 43,702,717 1,858 417,915 (34,646,382) 9,476,108

7

Rua Bioscience Limited

Condensed Consolidated Statement of Financial Position
As at 31 December 2024

The condensed consolidated financial statements on pages 4 to 22 were approved and authorised for
issue by the Board of Directors on 27
th
February 2025 and were signed on its behalf by:
______________________ (Director) ______________________ (Director)
The above statements should be read in conjunction with the accompanying notes.






Note
As at
31 December
2024
As at
30 June
2024


(unaudited)
$
(audited)
$

Current assets

Cash and cash equivalents 4 538,646 895,131
Trade and other receivables 4 606,360 276,608
Prepayments 503,507 487,907
Inventory 10 323,244 277,534
Assets in disposal groups classified as held for
sale
17 900,403 879,781
Total current assets 2,872,160 2,816,961
Non-current assets

Property, plant and equipment 9 2,468,743 2,517,699
Goodwill 11 2,194,947 2,194,947
Right-of-use lease assets 9 110,663 135,176
Other receivables 4 75,000 75,000
Total non-current assets 4,849,353 4,922,822
Total assets
7,721,513 7,739,783
Current liabilities

Trade and other payables 4 462,749 554,237
Borrowings 4,12 388,709 -
Revenue received in advance 5 155,230 -
Employee benefit liabilities 250,894 195,902
Lease liabilities 4,12 51,173 48,713
Liabilities in disposal groups classified as held
for sale
4,12,17 39,896 5,988
Deferred grant income 32,163 69,218
Total current liabilities 1,380,814 874,058
Non-current liabilities

Lease liabilities 4,12 72,849 99,067
Total non-current liabilities 72,849 99,067
Total liabilities
1,453,663 973,125


Net assets 6,267,850 6,766,658

Equity

Share capital 16 45,233,462 43,952,936
Accumulated losses (39,315,561) (37,513,306)
Foreign currency translation reserve (10,010) (6,296)
Share option reserve 359,959 333,324
Total equity 6,267,850 6,766,658

8

Rua Bioscience Limited

Condensed Consolidated Statement of Cash Flows
For the six months ended 31 December 2024


Note For the six
months to
31 Dec 2024
For the six
months to
31 Dec 2023
(unaudited) (unaudited)
$ $


Cash flows from operating activities

Receipts from customers 525,992 99,929
Grant income received 169,876 409,825
Sundry income received 77,673 2,152
Payments to suppliers and employees (2,716,538) (2,643,734)
Net cash outflows from operating activities (1,942,997) (2,131,828)


Cash flows from investing activities

Interest income 1,809 91,658
Proceeds from maturing investments - 2,000,000
Proceeds from the sale of property, plant and equipment - 33,708
Purchase of property, plant and equipment - (1,208)
Investment deposits made - (1,500,000)
Net cash inflows from investing activities 1,809 624,158


Cash flows from financing activities

Proceeds from issuance of share capital 1,428,229 -
Share issue costs (147,703) -
Proceed from borrowings 468,888 -
Repayment of borrowings (107,056) -
Repayment of lease liabilities (35,032) (40,957)
Interest paid (16,238) (8,866)
Net cash inflows/(outflows) from financing activities 1,591,088 (49,823)

Net decrease in cash and cash equivalents (350,100) (1,557,493)

Cash and cash equivalents at beginning of the period 895,131 2,529,338

Exchange (losses)/gains on cash and cash equivalents (6,385) 421

Cash and cash equivalents at end of the period 4 538,646 972,266











The above statements should be read in conjunction with the accompanying notes.

9

Rua Bioscience Limited
Notes forming part of the Condensed Consolidated Financial Statements
For the six months ended 31 December 2024



1. Reporting Entity
The condensed 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.
The Company is principally engaged in the business of research and development, and
pharmaceutical distribution and marketing.
2. Basis of preparation
(a) Statement of compliance

These unaudited interim consolidated financial statements have been prepared for the six
months ended 31 December 2024. These interim consolidated financial statements provide an
update on the interim performance of the Group and should be read in conjunction with the
full year consolidated financial statements presented for the year ended 30 June 2024 from
which the same accounting policies and methods of computation have been followed.

The interim consolidated financial statements are prepared in accordance with:
• NZ IAS 34 Interim Financial Reporting and IAS 34 Interim Financial Reporting.
• Generally Accepted Accounting Practice in New Zealand (NZ GAAP).
• The accounting policies and methods of computation in the most recent annual financial
statements.
• The Financial Markets Conduct Act 2013, and NZX equity listing rules.

The Group is a for-profit entity for the purposes of complying with NZ GAAP.

The consolidated interim financial statements are presented in New Zealand dollars ($), which
is the company’s functional and also the Group’s presentational currency. All financial
information presented has been rounded to the nearest dollar, except where otherwise
indicated.

(b) Significant accounting policies

The accounting policies and computation methods used in the preparation of the consolidated
interim financial statements are consistent with those used as at 30 June 2024 and 31 December
2023.

(c) Basis of measurement

The consolidated interim financial statements have been prepared on a historical cost basis,
except for the following items (refer to individual accounting policies for details):
­ Borrowings (fair value disclosed) – note 4
­ Financial assets and liabilities at amortised cost (fair value disclosed) – note 4

10
Rua Bioscience Limited
Notes forming part of the Condensed Consolidated Financial Statements
For the six months ended 31 December 2024



2. Basis of preparation (continued)
(d) New standards, interpretations and amendments effective or applied for the first time

The Group has not adopted any significant new standards, interpretations and amendments in
the interim period with a material impact on the financial statements.

(e) Accounting estimates and judgements made

Besides those listed below, there have been no material revisions to the nature and amount of
estimates of, and judgements in relation to, amounts reported in prior periods.

- Management and the Board have applied judgements in assessing for indicators of
impairment with respect to the Group’s goodwill. Refer to note 11.

- To determine the cash flows in applying the effective interest method to the Group’s
new borrowings (refer note 12), management judgement has been applied to determine
the most expected maturity event and corresponding total repayments made.

(f) Reclassifications

The Group has reported a single line of “Finance costs” in the Condensed Consolidated
Statement of Profit or Loss and Other Comprehensive Income, which incorporates both interest
expense from leases, and interest expense from external borrowings (which were not present
in the comparative 6 months to 31 December 2023). Refer to Note 7 for further details.


(g) Going concern

The consolidated condensed 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 a period of at least 12 months from the date of signing these consolidated financial
statements.

Given the Group’s net operating loss of $1,802,255 and net operating cash outflow of
$1,942,997 for the six months ended 31 December 2024, and in addition to its reduced liquid
net asset position, the Board and management have prepared operating cash flow forecasts for
the next 12 months. These indicated that the Group will not have sufficient cash to meet its
minimum expenditure commitments and support its current levels of activity without
undertaking additional action.

11

Rua Bioscience Limited
Notes forming part of the Condensed Consolidated Financial Statements
For the six months ended 31 December 2024



2. Basis of preparation (continued)
Accordingly, the Directors have developed plans to respond to the cash flow pressures and have
evaluated the following factors in determining that the going concern assumption is
appropriate:

(i) Shareholder funds: Management and the Board engaged in dialogue with the Group’s
existing shareholders and secured additional funding to meet immediate operational
cashflow requirements, with:
a. $150,000 being received under a placement offer on 23 September 2024.
b. $1,280,526 being received under a 3 for 4 Rights Issue on 4 December 2024;
and
c. $320,250 (including $220,000 after 31 December) being received under the
shortfall offer in relation to the Rights Issue between the end of December
2025 and the date of this report.

The Group remains committed to placing the remaining shortfall shares per the terms
of the Rights Offer, towards the target of $3,100,000.


(ii) Facility sale: The Group remains committed to finding a buyer for its Gisborne facility
which includes the leasehold buildings held as available for sale (refer to [note 17])
in addition to manufacturing and extraction equipment. Unfortunately the
unconditional sale due to settle on 30 October 2024 did not proceed. The Group
continues to expect the sale and settlement of these assets in the coming months and
is actively engaged with a number of interested parties. Upon settlement, the
consideration will firstly be applied to the Group’s loans, inclusive of accrued
contractual interest and additional $100,000 bullet payment (refer to note 12), with
the net proceeds amount then being available to the Group.

(iii) Sales and operational improvements: The Group’s operational forecasts include
assumptions regarding a number of opportunities in key markets. As at the date of
signing these financial statements, the Group has achieved the following:

- Successfully expanded the product portfolio into Germany, with the launch of
new product in December 2024 reinforcing the Group’s position in Europe’s
largest medicinal cannabis market;
- Introduced New Zealand grown genetics into products sold in Australia steadily
growing this market, whilst also continuing to foster key partnerships;
- Recently released additional dried flower product into the New Zealand market,
with solid month on month sales growth. In addition, the Group has several new
products being assessed by the NZ Ministry of Health before market release; and
- Successfully launched three oil products into the UK in December 2024 via the
Group’s distribution partner, Target Health. Revenues in this market are
expected to commence shortly.

12
Rua Bioscience Limited
Notes forming part of the Condensed Consolidated Financial Statements
For the six months ended 31 December 2024



2. Basis of preparation (continued)
The Group has also seen a significant increase in operating revenue in the six months ended 31
December 2024 giving further confidence in the Group’s operating model. The Group also
forecasts a number of significant operating milestones over the coming 12 months including:
- Further product sales into the UK market under existing distribution
agreements;
- Continued expansion of product offerings in Australia, Germany and New
Zealand; and
- Establishment of Rua genetics in several countries including:
o In Canada under license with Apollo Green; and
o Ongoing trial crops in both Australia and Portugal.

These will further the Group’s plans to achieve a sustainable operating model in line with its
projections.

The Directors believe that the Group will be sufficiently successful in achieving the above,
and on this basis, are of the view that it is appropriate to continue to adopt the going concern
assumption in the preparation of these consolidated financial statements.

In the immediate term, the Group is dependent on further shareholder support and on
positive outcomes from engagement with other potential funders and on cash proceeds from
the sale of its facility. Should this additional funding be less than expected, the Group may be
unable to manage its minimum cash expenditure commitments and enact on its forecasted
revenue targets as outlined above.

Furthermore, should the Group be unsuccessful in achieving its revenue forecasts, or if actual
revenue growth is lower than projected, the proceeds from the sale of the facility or the
planned capital contributions alone may be insufficient to accommodate the Group’s
operational demands.

These events and conditions identified indicate that material uncertainties exist that may
cast significant doubt on the Group’s ability to continue as a going concern and, therefore,
that it may be unable to realise its assets and discharge its liabilities in the normal course of
business.

These consolidated financial statements do not include any adjustments relating to the
classification and recoverability of recorded asset amounts or to the amounts and
classification of liabilities that may be necessary should the Group be unable to continue as a
going concern.

13
Rua Bioscience Limited
Notes forming part of the Condensed Consolidated Financial Statements
For the six months ended 31 December 2024



3. Segment Reporting
The Group operates in one segment, its primary business being research and development and
the sale of pharmaceutical products in Germany, Australia and 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 derives revenue from customers through the sale of goods in New Zealand,
Germany and Australia. The Group’s revenues are analysed by geography on the basis of the
jurisdiction in which the goods are sold and have been disaggregated in this way in note 5.

4. Financial instruments and Financial Risk Management, and Capital Management

(i) Categories and fair values of the Group’s financial instruments


Financial
Assets
at Amortised Cost
Financial
Liabilities
at Amortised Cost
Total
Carrying Amount
Fair
Value
31 December 2024
(unaudited)
$ $ $ $


Cash and cash equivalents 538,646 - 538,646 (a)
Trade and other receivables 586,836 - 586,836 (a)
Trade and other payables - (431,122) (431,122) (a)
Lease liabilities - (124,022) (124,022) (b)
Borrowings - (388,709) (388,709) (a)
Liabilities in disposal groups
classified as held for sale
- (39,896) (39,986) (a)
Total 1,125,482 (983,749)

30 June 2024 (audited)

Cash and cash equivalents 895,131 895,131 (a)
Trade and other receivables 101,163 101,163 (a)
Trade and other payables - (419,504) (419,504) (a)
Lease liabilities - (147,780) (147,780) (b)
Total 996,294 (567,284)

(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.

14
Rua Bioscience Limited
Notes forming part of the Condensed Consolidated Financial Statements
For the six months ended 31 December 2024



5. Revenue from contracts with customers

During the six month period ended 31 December 2024, the Group:

- Re-introduced product into Germany under contract with its in-market distributor;
- Re-entered the New Zealand market through existing distribution channels under new
arrangements.

Some distributors, who are agents of the Group, will make up-front payments for goods prior
to delivery to end customers. Revenue received in advance in the condensed consolidated
statement of financial position represents contract liabilities arising from deposits received for
goods not yet sold.

Revenue streams recognised by the Group include:
For the six
months ended
31 Dec 2024
(unaudited)
For the six
months ended
31 Dec 2023
(unaudited)
$ $

Sale of goods – New Zealand 184,279 2,249
Sale of goods – Germany 284,641 -
Sale of goods – Australia 224,909 14,739
Total 693,829 16,988

6. Other income

Other income streams recognised by the Group include:

For the six
months ended
31 Dec 2024
(unaudited)
For the six
months ended
31 Dec 2023
(unaudited)
$ $

Government grant income
Research and development grant income 73,225 122,265
Other government grant income 44,484 -
117,709 122,265

Sundry income 77,674 2,153
Total 195,383 124,418

Significant transactions during the six months to 31 December 2024:

Other government grant income in the period relates to grant income provided by local
government funding for community and social activities undertaken by the Group.

Sundry income in the period includes reimbursement proceeds from suppliers for the recall of
faulty goods.

15
Rua Bioscience Limited
Notes forming part of the Condensed Consolidated Financial Statements
For the six months ended 31 December 2024



7. Finance costs

Finance costs incurred by the Group comprise:

Note For the six
months ended
31 Dec 2024
(unaudited)
For the six
months ended
31 Dec 2023
(unaudited)


$ $

Interest expense – leases 7,065 8,866
Interest expense – financial liabilities at
amortised cost

12 36,051 -
Total finance costs 43,116 8,866


8. Income tax

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.

The unrecognised deferred tax asset is comprised of tax losses of $8,308,856 (30 June 2024:
$7,865,566) and other temporary differences of $11,849 (30 June 2024: $45,639).

9. Property, plant and equipment and Right-of-use lease assets

Significant transactions during the six months to 31 December 2024


The Group has remeasured its lease for the property at 50 Commerce Place in Gisborne to
account for the renewal option exercised. This has resulted in an addition of $45,182 to the
right of use asset and corresponding lease liability, both of which are included within the
disposal group held for sale (refer note 17).

10. Inventory

Significant transactions during the six months to 31 December 2024

The Group has reported write-downs of inventory to net realisable value of $13,150 (2023:
$nil) in the consolidated statement of profit or loss and other comprehensive income.

16
Rua Bioscience Limited
Notes forming part of the Condensed Consolidated Financial Statements
For the six months ended 31 December 2024



11.Intangible assets, Goodwill and Impairment

The Group tests whether goodwill has suffered any impairment on an annual basis or where
there are specific indicators of impairment in the period.

In assessing for indicators of impairment, the Board has considered the following factors:
- The Group’s business performance in the period to date, and expected performance for
the remaining six months of the financial year;
- The Group’s progress to date with respect to its current capital raise (refer to note 2(g));
- The likelihood that the Group will successfully sell its facility (refer to note 17); and
- The Group’s market capitalisation as at 31 December 2024.
The Board and Management believe these factors are substantially the same as at 30 June 2024
and are of the view that there were no indicators as at 31 December 2024 which would require
goodwill to be tested at that date. As such, there was no impairment recognised in respect of
the Group’s goodwill.




Note
For the six months
ended 31 Dec
2024
(unaudited)
For the six
months ended
31 Dec 2023
(unaudited)
$ $

Impairment - Goodwill - 8,253,135
Impairment – Intangible assets - 280,207
Impairment – property, plant and equipment - 76,593
Impairment – Right of Use assets 15 24,569 -
24,569 8,609,935

17


Rua Bioscience Limited
Notes forming part of the interim consolidated financial statements
For the six months ended 31 December 2024



12. Borrowings and Lease liabilities

Significant movements in the Group’s debt balances (Borrowings and Lease liabilities) during the period are detailed in the tables below:

For the six months ended 31 Dec 2024 (unaudited)

NON-CASH NON-CASH NON-CASH NON-CASH CASH CASH
Opening New leases Lease
remeasurements
Reclassification
(Note 17)
Interest accrued Drawdown Payment Closing
$ $ $ $ $ $ $
Lease liabilities 147,780 - 45,182 (45,182) - - (23,758) 124,022
Borrowings –
Short term loans
- - - - 26,877 250,000 - 276,877
Borrowings -
Supplier finance
arrangements
- - - - - 218,888 (107,056) 111,832
Liabilities in
disposal groups
held for sale
5,988 - - 45,182 - - (11,274) 39,896
153,768 - 45,182 - 26,877 468,888 (142,088) 552,627
,
For the six months ended 31 Dec 2023 (unaudited)

NON-CASH NON-CASH NON-CASH NON-CASH CASH CASH
Opening New leases Lease
remeasurements
Reclassification Interest accrued Drawdown Payment Closing
$ $ $ $ $ $ $ $
Lease
liabilities
114,577 116,514 542 (22,990) - - (40,957) 167,686
114,577 116,514 542 (22,990) - - (40,957) 167,686

18

Rua Bioscience Limited
Notes forming part of the interim consolidated financial statements
For the six months ended 31 December 2024



12. Borrowings and Lease liabilities (continued)

Borrowings drawn down in the six-month period ended 31 December 2024 include:
- Supplier finance arrangements to provide the Group with extended payment terms for
insurance costs where the supplier has been paid upfront in full by the financer.
Supplier finance arrangements are payable over 12 months in monthly instalments and
attracts an effective interest rate of 11.25%.


- The Group has entered into a new lending arrangement to assist with short-term
working capital commitments. The loan has a maximum maturity date of 30 June 2025,
however the loan becomes repayable earlier should certain funding events occur:

i. In the event that the Group successfully raises a minimum amount of additional
share capital.

ii. Sale of the Group’s manufacturing facility (refer note 17), within certain
timeframes.

iii. Is subject to an additional bullet payment of $100,000 based on the timeframes
in which the above events occur. The inclusion of this amount has been factored
into the interest expense accrued onto the loan under the effective interest
method.

The loan is secured by a general security agreement over the assets of the Group.

19
Rua Bioscience Limited
Notes forming part of the interim consolidated financial statements
For the six months ended 31 December 2024



13. Related party transactions

Six Months to 31 December 2024 and 31 December 2023

The Group has no ultimate parent entity. There are no individual shareholders holding more
than 20% of the ordinary shares of the Group at the interim reporting date.

During the period the Group entered into the below transactions with entities related to
shareholders and key management personnel.

Nature of
transactions
Transaction
amount
Amounts
receivable
(payable)

For the six
months ended
31 Dec 2024
(unaudited)
31 December
2024

(unaudited)
$ $
Bentleys (QLD) Pty Ltd Purchases 353 -
Zenoch Management Limited Purchases 28,875 -



Nature of
transactions
Transaction
amount
Amounts
receivable
(payable)

For the six
months ended
31 Dec 2023
(unaudited)
31 December
2023

(unaudited)
$ $

Hikurangi Enterprises
Limited

Asset Disposal 209 -
EECOMS Asset Disposal 3,000 -

During the period the following key management personnel also purchased ordinary shares of
the Company for cash consideration:

For the six months ended 31
December 2024 (unaudited)
$ #

Tony Barclay (Director) 50,700 1,689,376
Teresa Ciprian (Director) 10,625 425,000
Paul Naske (Chief Executive Officer) 750 30,000
62,075 2,144,376

20
Rua Bioscience Limited
Notes forming part of the interim consolidated financial statements
For the six months ended 31 December 2024


13. Related party transactions (continued)

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:

For the six months
ended 31 December
2024 (unaudited)
For the six months
ended 31 December
2023 (unaudited)
$ $

Directors’ fees 118,419 120,000
Short-term employee benefits 130,238 131,649
Defined contribution plan payments 4,122 4,122
Share-based payment expense 26,635 81,004
Total key management personnel
compensation

279,414 336,775

14. Contingent liabilities

There were no contingent liabilities at the end of the period (2023: nil).

15. Research and development costs

All research and development costs are expensed as incurred. The Group’s research and
development operations are not actively in pursuit of commercial licenses and as such, the
Group does not consider itself to be in the development phase.

21
Rua Bioscience Limited
Notes forming part of the interim consolidated financial statements
For the six months ended 31 December 2024



16. Share Capital



31 December 2024
(unaudited)
30 June 2024
(audited)
Number Number

Opening shares 159,750,579 158,136,265

Shares issued*
,
** 55,097,433 1,614,314

Total share capital 214,848,012 159,750,579


* During the six months ended 31 December 2024:
▪ 3,968,254 ordinary shares were issued on 20 September 2024 as bridging capital prior
to the Group’s capital raise;
▪ 47,119,179 ordinary shares were issued on 6 December 2024 as part of the Group’s
capital raise in the period;
▪ 4,010,000 ordinary shares were issued as part of the pro-rata rights offer following
the Group’s capital raise.

** During the year ended 30 June 2024:
▪ 1,614,314 vested share options were exercised into ordinary shares.

17. Assets held for sale

As reported in the Group’s 30 June 2024 financial statements, the Group had entered into a
sale and purchase agreement with Awa Ora Genesis Kaitiaki Harakeke Trust of Te Araroa for
the sale of its Gisborne manufacturing facility for $1,300,000, and went unconditional on 30
October 2024.
Presently, the Group has not yet received settlement funds from the purchaser. The Board is
considering its legal options and are also working in parallel with other credible parties on an
alternative sales plan.
Management is confident that the facility will be sold despite the above and accordingly, the
Group continues to present its manufacturing facility as available for sale.

22
Rua Bioscience Limited
Notes forming part of the interim consolidated financial statements
For the six months ended 31 December 2024


17. Assets held for sale (continued)

As at 31 December, the disposal group is comprised of:

Note 31 December
2024
30 June 2024
(audited)



Assets classified as held for sale
Property, plant and equipment
9
860,507 860,507
Right-of-use assets
9
39,896 19,274
Total assets held for sale

900,403 879,781



Liabilities classified as held for sale
Lease liabilities
12
(39,896) (5,988)
Total liabilities classified as held for sale (39,896) (5,988)

Total net assets held for sale

860,507 873,793

An impairment expense of $24,569 was recognised on right-of-use assets in the disposal group
held for sale as the carrying value of the asset exceeded its fair value less costs to sell after
the associated lease liability was remeasured (refer note 9).

Assets classified as held for sale during the period ended 31 December 2024 were measured at
the lower of their carrying value and fair value less costs to sell.

The fair value of the building and right-of-use asset associated with the lease of the land upon
which the building sits was derived using the sales comparison approach. The key input under
this approach was the recent observable selling prices for assets of similar nature, adjusted for
condition and location.

18. Events after the reporting date

Other than the additional capital raised from the Group’s Rights Issue shortfall (refer to note
2(g)), there were no other events subsequent to reporting date that would materially affect
these condensed consolidated financial statements.