Capital Change Notice - Convertible Note

Capital Change Notice




Section 1: Issuer information
Name of issuer Rua Bioscience Limited
NZX ticker code RUA
Class of financial product Unlisted convertible note
(convertible into ordinary shares)
ISIN (If unknown, check on NZX website) NZRUAE0004S1
Currency NZ$
Section 2: Capital change details
Number issued/acquired/redeemed Up to a maximum of 6,000,000
shares
Nominal value (if any) $150,000
Issue/acquisition/redemption price per security $0.025
Nature of the payment (for example, cash or other
consideration)
$150,000 cash
Amount paid up (if not in full) Convertible note paid in full on
issue, if converted will be
converted to fully paid up ordinary
shares
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
1

Rua currently has 339,441,705
ordinary shares on issue and
8,062,512 warrants.
This issue of this Convertible Note
may result in the issue of up to a
maximum of 6,000,000 shares.
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for example
the Conversion price and Conversion date and the
ranking of the Financial Product in relation to other
Classes of Financial Product) or the Option (for example,
the exercise price and exercise date)
The Note will convert to equity
either
a) after a 12-month period at the
Company's option, or
b) automatically on the occurrence
of a capital raise within that 12-
month period raising more than
$1.5mill.
Converts at a rate of the lower of
$0.025 per share, or the issue price
available should a qualifying capital
raise occur.
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of Convertible Notes as per
Board Resolution and $2m
convertible note announcement on
10 August 2026.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial
Should the Notes be converted to
ordinary shares at the lowest price,
the total ordinary shares that would

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

Products of the Class held as Treasury Stock after the
issue/acquisition/redemption.
be on issue: 345,441,705 ordinary
shares
Total warrants on issue would
remain at: 8,062,512 warrants
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule pursuant to
which the issue, acquisition, or redemption is made
Board resolution
The notes were issued in
accordance with NZX Listing Rule
4.5.1 to a selected wholesale
investor, so that on any Conversion
NZX Listing Rule 4.9.1(b)(i) would
apply
Terms or details of the issue, acquisition, or redemption
(for example: restrictions, escrow arrangements)
The Convertible Notes issued are:

a) Interest bearing for up to 12
months.
b) Unsecured.
c) Converts to fully paid ordinary
shares following either:

• a 12-month period at the
Company's option, or

• automatically on the occurrence
of a capital raise within that 12-
month period raising more than
$1.5mill.
d) Converts at a rate of the lower of
$0.025 per share, or the issue price
available should a capital raise
occur.

Date of issue/acquisition/redemption 10/08/2026
Section 3: Disclosure required for Placements made under Rule 4.5.1
Details of the approach in identifying investors who were
able to participate in the offer and how their respective
allocations in the offer were determined.

The explanation must set out the key objectives and
criteria the Issuer adopted in the allocation process,
whether one of those objectives was a best effort to
allocate on a pro rata basis to existing holders of the
Issuer’s Equity Securities, and any significant exceptions
or deviations from those objectives and criteria.
Convertible Notes issued as part of
a Convertible Note Facility offered
to selected wholesale investors per
announcement 10 August 2026.
The Board considered funding
options and determined that the
convertible note facility provides a
timely source of growth capital
while limiting immediate dilution to
existing shareholders. The facility
aligns the interests of lenders with
the long-term growth of Rua by
providing exposure to future equity
participation only on conversion.

Capital Change Notice


Section 4: Authority for this announcement and contact person
Name of person

authorised to make this announcement Paul Naske
Contact person for this announcement Paul Naske
Contact phone number 021 445 154
Contact email address Paul.naske@ruabio.com
Date of release through MAP

11/08/2026