CANN GROUP LIMITED — Capital/Financing Update 2023

Nov 26, 2023

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

CANN GROUP LIMITED

Date of this announcement

Monday November 27, 2023

The +securities the subject of this notification are: Other

Total number of +securities to be issued/transferred

Total number of ASX +security +securities to be code Security description issued/transferred Issue date New class - code Convertible Notes Tranche 1 1,322,200 27/11/2023 to be confirmed

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

CANN GROUP LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ACN

Registration number

603949739

1.3 ASX issuer code

CAN

1.4 The announcement is

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New announcement

1.5 Date of this announcement

27/11/2023

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

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Other

Please specify

Convertible Notes - Tranche 1 (refer to Appendix 3B lodged 21 November 2023)

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

New +securities ASX +security code +Security description New class - code to be confirmed Convertible Notes Tranche 1 +Security type ISIN code +Convertible debt securities Date the +securities the subject of this notification were issued 27/11/2023 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Yes Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. Please refer to announcement lodged 21 November 2023 https://investors.canngrouplimited.com/Investors/

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+Convertible debt securities Details
Type of +security
Convertible note or bond
+Security currency Face value Interest rate type
USD - US Dollar USD 1.15000000 Zero coupon/no interest
Frequency of coupon/interest payments per year
No coupon/interest payments
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s128F of the Income Tax Assessment Act status applicable to the +security s128F exempt Is the +security perpetual (i.e. no maturity)? Maturity date No 27/5/2025

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Select other feature(s) applicable to the +security

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None of the above

Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)?

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No

Details of the existing class of +security that will be issued if the securities are converted, transformed or exchanged

Other

Description

CAN fully paid ordinary shares will be issued upon conversion

Any other information the entity wishes to provide about the +securities the subject of this notification

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

The issue of securities was previously announced in an Appendix 3B lodged on 21 November 2023

Issue details

Number of +securities

1,322,200

Were the +securities issued for a cash consideration?

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Yes

In what currency was the cash consideration being What was the issue price per +security? paid? AUD - Australian Dollar AUD 1.51000000

Purpose of the issue

To raise additional working capital

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
CAN : ORDINARY FULLY PAID	432,985,102
4.2 Unquoted +Securities (Total number of each +class of +securities issued but	not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
CANAK : OPTION EXPIRING 01-FEB-2025 EX $0.22	18,569,840
CANAC : PERFORMANCE RIGHTS	2,675,546
CANAH : OPTION EXPIRING 09-FEB-2028 EX VARIOUS	4,500,000
CANAG : ORDINARY FULLY PAID	270,000
CANAI : OPTION EXPIRING 04-APR-2028 EX $0.22	1,560,000
New class - code to be confirmed : Convertible Notes Tranche 1	1,322,200

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

1,322,200 convertible notes will convert to a maximum of 34,696,095 fully paid ordinary shares

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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