CANN GROUP LIMITED — Capital/Financing Update 2017

May 2, 2017

MARKET RELEASE

3 MAY 2017

PRE-QUOTATION DISCLOSURE

Cann Group Limited ABN 25 603 949 739 (the Company ) is pleased to announce it has successfully completed the issue of 45,000,000 fully paid ordinary shares ( New Shares ) at an issue price of $0.30 per New Share raising $13,500,000 (before costs of the issue) ( Offer ) pursuant to its Prospectus dated 28 March 2017 ( Prospectus ) and supplementary prospectus dated 12 April 2017 ( Supplementary Prospectus ).

Issue of Securities and Capital Structure

Issue of New Shares

The Company confirms it has issued 45,000,000 New Shares at an issue price of $0.30 per New Share under the Offer. The Company confirms the receipt of cleared funds for the complete amounts of the issue price of every security issued to every successful applicant for securities under the Prospectus totalling $13,500,000.

Class B Performance Rights

The Company confirms 7,180,000 Class B Performance Rights have converted to 7,180,000 Shares.

Confirmation of the issue of securities to Canaccord Genuity (Australia) Pty Ltd and PAC Partners Pty Ltd (the Joint Lead Managers)

The Company confirms the issue to the Joint Lead Managers of:

• a) 2,700,000 New Shares; and

• b) 2,000,000 Options exercisable at 37 cents each expiring 30 June 2019.

Capital Structure

Following the above issues, the Company has 108,353,334 Shares and 2,000,000 Options on issue.

Restricted Securities

The following securities are classified as restricted securities:

Class	Number	Restriction Period
Fully Paid Ordinary	32,720,001	24 months from date
Shares		of quotation
Options exercisable at	2,000,000	24 months from date
37 cents each expiring		of quotation
30 June 2019

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Distribution Schedule and Top 20 Shareholders

A distribution schedule setting out the total number of Shareholders (including the number of Shareholders by size category) and a statement setting out the names of the 20 largest Shareholders (including the number and percentage of shares in the Company held by those Shareholders) is released as pre-quotation disclosure.

Confirmation Statement

The Company confirms there are no legal, regulatory or contractual impediments to the Company undertaking the activities the subject of the commitments disclosed in the Prospectus. Further, the Directors of the Company are confident that there are no legal impediments to the Company carrying out its proposed operations in Australia, subject to any necessary approvals outlined in the Prospectus.

Holding statements and refund cheques

The Company confirms the despatch of the CHESS Notices and Issuer Statements and refund cheques.

Market Releases

The following documents is released as pre-quotation disclosure:

• Prospectus and Supplementary Prospectus;

• the Company’s Constitution;

• the Company’s Appendix 1A and Information Form and Checklist;

• the Company’s audited accounts for the financial years ended 30 June 2016 and 30 June 2015 and for the half year ended 31 December 2016;

• The terms and conditions of the Options; and

• the Company’s Securities Trading Policy.

Yours sincerely,

Richard Baker

CFO & Company Secretary

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