CANN GROUP LIMITED — Capital/Financing Update 2022

Oct 24, 2022

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

CANN GROUP LIMITED

Announcement Type

New announcement

Date of this announcement

25/10/2022

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

An offer of securities under a securities purchase plan

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
CAN	ORDINARY FULLY PAID	45,454,545

+Record date

24/10/2022

Offer closing date

18/11/2022

+Issue date

25/11/2022

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

CANN GROUP LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type Registration Number ABN 25603949739

1.3 ASX issuer code

CAN

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

New announcement

1.5 Date of this announcement

25/10/2022

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

An offer of +securities under a +securities purchase plan

Proposed issue of securities

2 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

Proposed issue of securities

3 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

CAN : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

CAN : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 45,454,545

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value

$ 500

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($)

Please enter the maximum acceptance value

$ 30,000

Proposed issue of securities

4 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Describe all the applicable parcels available for this offer in number of securities or dollar value Not applicable Offer price details Has the offer price been determined? Yes In what currency will the offer What is the offer price per be made? +security? AUD - Australian Dollar AUD 0.22000

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

To the extent that the SPP Offer is oversubscribed Cann may scale back acceptances on a pro rata basis, based on securities applied for under the SPP Offer.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 4C - Timetable 4C.1 Date of announcement of +security purchase plan 25/10/2022 4C.2 +Record date 24/10/2022 4C.3 Date on which offer documents will be made available to investors 31/10/2022 4C.4 Offer open date 31/10/2022 4C.5 Offer closing date 18/11/2022 4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer 25/11/2022

Proposed issue of securities

5 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 4D - Listing Rule requirements

	4D.1 Does the offer under the +securities purchase plan	meet all of the requirements of listing rule 7.2 exception 5
	or do you have a waiver from those requirements?
	Yes
Part	4E - Fees and expenses
	4E.1 Will there be a lead manager or broker to the proposed offer?
	No
	4E.2 Is the proposed offer to be underwritten?
	No
	4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a
	handling fee or commission?
	No
	4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Nil
Part	4F - Further Information
	4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Funds from the SPP will contribute to the Company's strategic investment in expanding GMP manufacturing capabilities at Mildura and working capital over the medium term.
	4F.1 Will the entity be changing its dividend/distribution	policy if the proposed offer is successful?
	No
	4F.2 Countries in which the entity has +security holders Any countries other than Australia, New Zealand or Ireland. Ireland are eligible to participate in the proposed offer.	who will not be eligible to accept the proposed offer Shareholders who are residents of Australia, New Zealand or
	4F.3 URL on the entity's website where investors can download information about the proposed offer Details can be downloaded from the Company's website at www.canngrouplimited.com

Proposed issue of securities

6 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

4F.4 Any other information the entity wishes to provide about the proposed offer

Nil

Proposed issue of securities

7 / 7