CANN GROUP LIMITED — Share Issue/Capital Change 2024

Nov 14, 2024

Appendix 3G - 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

Friday November 15, 2024

The +securities the subject of this notification are:

+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

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	OPTION (CEO) EXPIRING 30-JUNE-2029 EX	1,500,000	15/11/2024
to be confirmed	0.06
New class - code	OPTION (CEO) EXPIRING 30-JUNE-2029 EX	1,500,000	15/11/2024
to be confirmed	0.08
New class - code	OPTION (CEO) EXPIRING 30-JUNE-2029 EX	1,500,000	15/11/2024
to be confirmed	0.10

Refer to next page for full details of the announcement

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Appendix 3G - 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 Registration number ACN 603949739

1.3 ASX issuer code

CAN

1.4 The announcement is

New announcement

1.5 Date of this announcement

15/11/2024

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Appendix 3G - 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:

+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

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

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

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Part 3C - number and type of +securities the subject of this notification (new class)

New +securities issued under an +employee incentive scheme

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----- Start of picture text -----

ASX +security code +Security description
New class - code to be confirmed OPTION (CEO) EXPIRING 30-JUNE-2029 EX 0.06
+Security type ISIN code
Options
Date the +securities the subject of this notification were issued
15/11/2024
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Yes
Provide details of the KMP or +associates being issued +securities.
Name of KMP Name of registered holder Number of +securities
Jennifer Pilcher Same 1,500,000
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.
The options are issued under the terms of the Company's Employee Option Plan (EOP), the material terms of which are
set out in Schedule 1 to the Notice of Annual General Meeting, lodged with ASX on 3 Oct 2024, and available here: https:/
/cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02861979-3A652263
----- End of picture text -----

Options Details
+Security currency	Exercise price	Expiry date
AUD - Australian Dollar	AUD 0.06000000	30/6/2029
Details of the existing class of	+security that will be issued upon exercise or conversion of this new class of
company option
CAN : ORDINARY FULLY PAID

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

The terms of the Company's Employee Option Plan (EOP) are set out in Schedule 1 to the Notice of Annual General Meeting, lodged with ASX on 3 Oct 2024, and available here: https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-r esearch/1.0/file/2924-02861979-3A652263

Any other information the entity wishes to provide about the +securities the subject of this notification Options will vest on 1 July 2025.

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Issue details

Number of +securities

1,500,000

New +securities issued under an +employee incentive scheme

ASX +security code New class - code to be confirmed	+Security description OPTION (CEO) EXPIRING 30-JUNE-2029 EX 0.08
+Security type	ISIN code
Options

Date the +securities the subject of this notification were issued

15/11/2024

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Jennifer Pilcher	Same	1,500,000

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.

The options are issued under the terms of the Company's Employee Option Plan (EOP), the material terms of which are out in Schedule 1 to the Notice of Annual General Meeting, lodged with ASX on 3 Oct 2024, and available here: https://cd n-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02861979-3A652263

Options Details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 0.08000000 30/6/2029

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

CAN : ORDINARY FULLY PAID

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

The terms of the Company's Employee Option Plan (EOP) are set out in Schedule 1 to the Notice of Annual General Meeting, lodged with ASX on 3 Oct 2024, and available here: https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-r esearch/1.0/file/2924-02861979-3A652263

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

Options will vest on 1 July 2026.

Issue details

Number of +securities

1,500,000

New +securities issued under an +employee incentive scheme

ASX +security code New class - code to be confirmed	+Security description OPTION (CEO) EXPIRING 30-JUNE-2029 EX 0.10
+Security type	ISIN code
Options

Date the +securities the subject of this notification were issued

15/11/2024

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.	Provide details of the KMP or +associates being issued +securities.
Name of KMP	Name of registered holder	Number of +securities
Jennifer Pilcher	Same	1,500,000

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.

The options are issued under the terms of the Company's Employee Option Plan (EOP), the material terms of which are set out in Schedule 1 to the Notice of Annual General Meeting, lodged with ASX on 3 Oct 2024, and available here: https:/ /cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02861979-3A652263

Options Details

+Security currency Exercise price AUD - Australian Dollar AUD 0.10000000

Expiry date 30/6/2029

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

CAN : ORDINARY FULLY PAID

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

The terms of the Company's Employee Option Plan (EOP) are set out in Schedule 1 to the Notice of Annual General Meeting, lodged with ASX on 3 Oct 2024, and available here: https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-r esearch/1.0/file/2924-02861979-3A652263

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

Options will vest on 1 July 2027

Issue details

Number of +securities

1,500,000

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Appendix 3G - 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 notification, the +securities of the entity will comprise:

The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.

4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
CAN : ORDINARY FULLY PAID	479,416,245
CANN : ORDINARY FULLY PAID DEFERRED	156,312,161

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
CANAL : CONVERTIBLE NOTES	536,963
CANAN : OPTION EXPIRING 02-DEC-2026 DEFERRED	52,104,054
CANAC : PERFORMANCE RIGHTS	1,430,352
CANAH : OPTION EXPIRING 09-FEB-2028 EX VARIOUS	1,500,000
CANAG : ORDINARY FULLY PAID	270,000
CANAO : OPTION EXPIRING 11-NOV-2026 EX $0.225	13,471,734
CANAI : OPTION EXPIRING 04-APR-2028 EX $0.22	1,220,000
New class - code to be confirmed : OPTION (CEO) EXPIRING 30-JUNE-2029 EX 0.06	1,500,000
New class - code to be confirmed : OPTION (CEO) EXPIRING 30-JUNE-2029 EX 0.08	1,500,000
New class - code to be confirmed : OPTION (CEO) EXPIRING 30-JUNE-2029 EX 0.10	1,500,000

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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? Yes

5.2a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

6/11/2024

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