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LITTLE GREEN PHARMA LTD — M&A Activity 2026
Mar 31, 2026
65232_rns_2026-03-31_1e2ac523-6c28-4ee8-8836-920685afb9a3.pdf
M&A Activity
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ASX ANNOUNCEMENT
1 April 2026
Little Green Pharma Ltd (ASX: LGP)
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SUPPLEMENTARY SCHEME BOOKLET
Little Green Pharma Ltd (ASX:LGP) ( LGP or the Company ) refers to the Company’s proposed acquisition of 100% of the issued capital of Cannatrek Ltd ( Cannatrek ) by way of scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) ( Corporations Act ) ( Scheme ).
Capitalised terms used in this announcement have the meaning given to them in the Scheme Booklet, unless otherwise specified.
SUPPLEMENTARY SCHEME BOOKLET
The Federal Court of Australia has made orders approving the dispatch of the supplementary scheme booklet ( Supplementary Scheme Booklet ) in relation to the Scheme.
A copy of the Supplementary Scheme Booklet is attached to this announcement. The Supplementary Scheme Booklet provides additional information regarding the timetable for the Scheme and an update from LGP regarding the sale and leaseback of the facility in South-West Western Australia.[1] It should be noted that the additional information has not resulted in any change to the opinion given in the Independent Expert Report or in the recommendation of the Cannatrek Directors and the LGP Directors.
A copy of the Supplementary Scheme Booklet will also be made available for viewing and downloading on LGP’s investor website https://investlittlegreenpharma.com/site/investorcentre/investor-welcome. The Supplementary Scheme Booklet will be dispatched to Cannatrek Shareholders on or around 31 March 2026.
Cannatrek Shareholders who have an email address on record or who have previously elected to receive communications electronically from Cannatrek ( Email Members ) will receive an email which contains instructions on how to access an electronic copy of the Supplementary Scheme Booklet.
Cannatrek Shareholders who are not Email Members will receive a printed copy of the Supplementary Scheme Booklet by post.
1. Refer to LGP’s ASX announcement “Proposed sale of WA production facility” dated 19 February 2026 and “Termination of proposed sale and leaseback transaction” dated 19 March 2026.
Head Office PO Box 101, Wembley WA 6913 T + 61 8 6280 0050 E [email protected] W littlegreenpharma.com
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Cannatrek Shareholders should read and consider both the Scheme Booklet dated 4 March 2026 and the Supplementary Scheme Booklet, including the materials accompanying them, before deciding how to vote at the Scheme Meeting. The Scheme Booklet includes important information including the reasons why Cannatrek Shareholders may wish to vote in favour of or against the Scheme Resolution, and details regarding LGP’s intentions in respect of Cannatrek from implementation of the Scheme (including key risks).
Further information on how Cannatrek Shareholders can participate and vote at the Scheme Meeting, or lodge a proxy form, will be provided in the Notice of Scheme Meeting, included in the Scheme Booklet.
INDEPENDENT EXPERT’S REPORT
The Scheme Booklet includes (as Annexure 2 to the Scheme Booklet) a copy of the Independent Expert’s Report prepared by RSM Corporate Australia Pty Ltd ( Independent Expert ). The Independent Expert has concluded that the Scheme is fair and reasonable and that the Scheme is in the best interests of Cannatrek Shareholders, in the absence of a Superior Proposal.
The Independent Expert's conclusion should be read in context with the full Independent Expert's Report, the Scheme Booklet and the Supplementary Scheme Booklet, which, in addition to other information, detail the reasons why the Independent Expert reached this conclusion.
BOARD RECOMMENDATIONS AND VOTING INTENTIONS
The Cannatrek Board has unanimously recommended that Cannatrek Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Cannatrek shareholders. Subject to those same qualifications, each Cannatrek Director intends to vote (or procure the voting of) all Cannatrek Shares held or controlled by them at the time of the Scheme Meeting in favour of the Scheme.
The LGP Board unanimously recommends that LGP Shareholders vote in favour of the LGP Resolutions that are contained in the LGP Notice of Meeting, in the absence of a LGP Superior Proposal. Each LGP Director will, in the absence of a LGP Superior Proposal, vote (or procure the voting of) all LGP Shares held or controlled by them at the time of the LGP Shareholder Meeting in favour of the LGP Resolutions.
SECOND COURT HEARING
If the Requisite Majorities of Cannatrek Shareholders vote in favour of the Scheme at the Scheme Meeting, and all relevant conditions of the Scheme are satisfied or waived (as applicable), Cannatrek will apply to the Court for orders approving the Scheme.
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Head Office PO Box 101, Wembley WA 6913 T + 61 8 6280 0050 E [email protected] W littlegreenpharma.com
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INDICATIVE TIMETABLE
The updated key dates and times for the Scheme are as follows:
| Event Date |
Event Date |
|---|---|
| Date of the Scheme Booklet | 4 March 2026 |
| Date of the Supplementary Scheme Booklet | 31 March 2026 |
| Latest time and date for receipt of proxy forms and powers of attorney from Cannatrek Shareholders for the Scheme Meeting |
9:30am (Melbourne time) on 8 April 2026 |
| Time and date for determining eligibility of Cannatrek Shareholders to vote at the Scheme Meeting |
7:00pm (Melbourne time) on 8 April 2026 |
| Scheme Meeting | 9:30am (Melbourne time) on 10 April 2026 |
| Latest time and date for receipt of proxy forms and powers of attorney from LGP Shareholders for the LGP Shareholder Meeting |
3:30pm (Perth time) on 20 April 2026 |
| Time and date for determining eligibility of LGP Shareholders to vote at the LGP Shareholder Meeting |
5:00pm (Perth time) on 20 April 2026 |
| LGP Shareholder Meeting | 3:30pm (Perth time) on 22 April 2026 |
| If the Scheme is approved by the Requisite Majorities of Cannatrek Shareholders | |
| Second Court Date for approval of the Scheme | 9:30am (Melbourne time) on 24 April 2026 |
| Effective Date Court order lodged with ASIC and announcement to the ASX by LGP |
24 April 2026 |
| Scheme Record Date for determining entitlements to Consideration Securities |
7:00pm (Melbourne time) on 24 April 2026 |
| Implementation Date and provision of Consideration Securities | 1 May 2026 |
Notes:
- All dates following the date of the Scheme Meeting are indicative only and, among other things, are subject to all necessary approvals from the Court. Any changes to the above timetable (which may include an earlier or later date for the Second Court Hearing) will be announced through the ASX (by LGP) and notified via Boardroom, Cannatrek’s Share Registry. Cannatrek may vary the timetable detailed above subject to the approval of such variation by LGP, the Court and ASIC where required.
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Head Office PO Box 101, Wembley WA 6913 T + 61 8 6280 0050 E [email protected] W littlegreenpharma.com
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This announcement has been authorised for release by the board of Little Green Pharma Ltd
For further information please contact:
Alistair Warren Company Secretary Little Green Pharma E: [email protected] T: +61 8 6280 0050
Paul Long Managing Director Little Green Pharma E: [email protected] T: +61 8 6280 0050
About Little Green Pharma
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Little Green Pharma Ltd (ASX:LGP) is a leading global medicinal cannabis company with vertically integrated operations across Europe and Australia.
LGP has a diverse and growing portfolio of cannabis-based medicines, distributed across Australia and over 12 export markets via a network of wholesalers, pharmacies, clinics, and GPs. The Company generates revenue through both the sale of medicinal cannabis products and its domestic Health House distribution business, which allows it to capture value across the supply chain and to adapt to evolving regulatory environments while building defensible commercial positions in high-growth markets.
Operating three production facilities in Denmark and Australia – including the largest facility in Europe – LGP is the one of the top three suppliers in Australia, the largest supplier into France, and a significant supplier into Germany and the UK, positioning it as a key player in global medicinal cannabis markets.
With diversified revenue streams, a presence in over a dozen export markets, and a high net tangible asset position relative to its enterprise value, LGP offers investors leveraged exposure to global medicinal cannabis demand and a clear platform for scalable growth.
For more information about Little Green Pharma go to: www.littlegreenpharma.com
Help us be Green
LGP investors are encouraged to go paperless and receive Company communications, notices and reports by email to help reduce our costs and environmental footprint.
To easily update your communication preferences, visit: www.computershare.com.au/easyupdate/lgp
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Head Office PO Box 101, Wembley WA 6913 T + 61 8 6280 0050 E [email protected] W littlegreenpharma.com
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Supplementary Scheme Booklet
For the scheme of arrangement between Cannatrek Ltd ACN 056 175 369 ( Cannatrek ) and its shareholders in relation to the proposed acquisition of all Cannatrek Shares by Little Green Pharma Ltd ACN 615 586 215 ( LGP ).
VOTE IN FAVOUR
The Board continue to unanimously recommend that you vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Cannatrek Shareholders.
The Independent Expert has concluded that the Scheme is in the best interests of Cannatrek Shareholders, in the absence of a Superior Proposal.
This is an important document and requires your immediate attention.
You should read this Supplementary Scheme Booklet, together with the Scheme Booklet dated 4 March 2026 (Scheme Booklet) carefully and in full before deciding whether or not to vote in favour of the Scheme.
Corporate adviser
If you are in any doubt about how to deal with this document, you should contact your independent and appropriately qualified financial, legal, stockbroking, taxation or other professional advisers immediately.
Further, if you have any questions in relation to this document or the Scheme, you should call the Cannatrek Share Registry on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia), between 9:00am and 5:00pm (Melbourne time), Monday to Friday (excluding public holidays).
Legal adviser
Important notices
Defined terms
Unless otherwise defined in this Supplementary Scheme Booklet, capitalised terms used in this Supplementary Scheme Booklet have the defined meanings set out in Section 13 of the Scheme Booklet.
Nature of this Supplementary Scheme Booklet
The purpose of this Supplementary Scheme Booklet is to provide Cannatrek Shareholders with updated information regarding the Scheme following the despatch of the Scheme Booklet. This Supplementary Scheme booklet when read together with the Scheme Booklet, includes the explanatory memorandum required to be provided to Cannatrek Shareholders under section 412(1) of the Corporations Act in relation to the Scheme.
It is intended that this Supplementary Scheme Booklet be read together with the Scheme Booklet, such that references to “Scheme Booklet”, including in the Notice of Scheme Meeting, should be taken to include the information contained in the Scheme Booklet and this Supplementary Scheme Booklet.
This Supplementary Scheme Booklet prevails to the extent of any inconsistency with the Scheme Booklet.
Responsibility statement
Except as outlined below, the information contained in this Supplementary Scheme Booklet has been prepared by Cannatrek and is the responsibility of Cannatrek alone. LGP and its directors and officers do not assume any responsibility for the accuracy or completeness of any such information.
The update in relation to the WA production facility (being the information contained in section 1) has been prepared by, and is the responsibility of LGP ( Supplementary LGP Information ). Cannatrek and the Cannatrek Directors and officers do not assume any responsibility for the accuracy or completeness of any such Supplementary LGP Information.
Role of ASIC and ASX
ASIC has been requested to provide a statement, in accordance with section 411(17)(b) of the Corporations Act, that it has no objection to the Scheme. If ASIC provides that statement, it will be produced to the Court on the Second Court Date. A copy of this Supplementary Scheme Booklet has been provided to ASIC and to the ASX. Neither ASIC nor the ASX nor any of their respective officers takes any responsibility for the contents of this Supplementary Scheme Booklet.
Notice of Second Court Hearing
At the Second Court Hearing, the Court will consider whether to approve the Scheme following the vote at the Scheme Meeting.
Any Cannatrek Shareholder may appear at the Second Court Hearing, expected to be held at 9.30am (Melbourne time) on 24 April 2026 at the Federal Court of Australia (Victoria registry), 305 William St, Melbourne, VIC 3000.
Any Cannatrek Shareholder who wishes to oppose approval of the Scheme at the Second Court Hearing may do so by filing with the Court and serving on Cannatrek a notice of appearance in the prescribed form together with any affidavit that the Cannatrek Shareholder proposes to rely on.
Important notice associated with the Court order under section 411(1) of the Corporations Act
The fact that the Court has ordered under section 411(1) of the Corporations Act that the Scheme Meeting be convened and has directed that the Supplementary Scheme Booklet accompany the Notice of Meeting does not mean that the Court:
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has formed any view as to the merits of the proposed Scheme nor as to how Cannatrek Shareholders should vote (on this matter Cannatrek Shareholders must reach their own decision);
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has prepared, or is responsible for, the content of the Supplementary Scheme Booklet; or
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has approved or will approve the terms of the Scheme.
The order of the Court that the Scheme Meeting be convened is not, and should not be treated as, an endorsement by the Court of, or any other expression of opinion by the Court on, the Scheme.
Timetable and dates
All times and dates referred to in this Supplementary Scheme Booklet are times and dates in Melbourne, Victoria. In particular where a reference is to a time in respect of the Court or Scheme Meeting, such reference will be in respect of Melbourne, Victoria time. All times and dates relating to the implementation of the Scheme referred to in this Supplementary Scheme Booklet may change and, among other things, are subject to any necessary approvals from Government Agencies.
Date of this Supplementary Scheme Booklet
This Supplementary Scheme Booklet is dated 31 March 2026.
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Letter from the Board of Cannatrek
31 March 2026
Dear Cannatrek Shareholder,
On behalf of the directors ( Board ), I am pleased to present you with this Supplementary Scheme Booklet containing important updates to the Scheme Booklet dated 4 March 2026 in relation to the proposed acquisition of 100% of the shares in the company by way of a scheme of arrangement.
The Supplementary Scheme Booklet contains information regarding the following matters:
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the updated timetable for the Scheme, as detailed in the ‘Revised important dates for the Scheme’ section; and
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an update regarding the sale and leaseback of the facility in South-West Western Australia.
I encourage you to read this Supplementary Scheme Booklet, together with the Scheme Booklet carefully and in its entirety.
The Board continues to unanimously recommend that Cannatrek Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude the Scheme is in the best interests of Cannatrek Shareholders.[1] The update below regarding the sale and leaseback of the facility in South-West Western Australia has not changed the Board’s recommendation, nor has it changed the opinion of the Independent Expert set out in the Scheme Booklet dated 4 March 2026.
Subject to those same qualifications, each member of the Board intends to vote in favour of the Scheme for all Cannatrek Shares held or controlled by them. It is expected that the Board will collectively hold or control approximately 22.35% of Cannatrek Shares as at the date of the Scheme Meeting[2] .
The Board's unanimous recommendation is that you vote in favour of the Scheme.
Further information
Please read this document carefully and in its entirety as it will assist you in making an informed decision on how to vote.
Capitalised terms not otherwise defined in this letter have the meaning given in Section 13.1.
If you require any further information about the Scheme or your Cannatrek Shareholding, please call the Cannatrek Share Registry on 1300 020 243 (within Australia) or +61 2 8016 2857 (outside Australia), between 9:00am and 5:00pm (Melbourne time) Monday to Friday.
1 You should note that, when considering this recommendation, the members of the Board will hold 22.35% of Cannatrek Shares at the Scheme Meeting. Further details on the interests of the Board are set out in Sections 1.5 and 12.1.
2 Based on the fact that the members of the Board collectively hold 22.35% of Cannatrek Shares as at the Last Practicable Date and the fact that vesting and exercise of the options on issue shall increase the total number of Cannatrek Shares on issue by 1,749,772 shares.
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If you are in any doubt as to what you should do, please consult your independent and appropriately qualified financial, legal, stockbroking, taxation or other professional advisers without delay.
On behalf of the Board, I would like to take this opportunity to thank you for your continued support of Cannatrek and I look forward to your participation at the Scheme Meeting.
Yours sincerely,
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Brent Dennison Chair Cannatrek Ltd
Revised important dates for the Scheme
| Revised important dates for the Scheme | |
|---|---|
| Execution of Scheme Implementation Deed | 14 January 2026 |
| ASX Announcement of Scheme Implementation Deed (by LGP) | 14 January 2026 |
| First Court Date for convening the Scheme Meeting | 2.15pm (Melbourne time) 3 March 2026 |
| Date of the Scheme Booklet | 4 March 2026 |
| Date of this Supplementary Scheme Booklet | 31March 2026 |
| Latest time and date for receipt of Proxy Forms and powers of attorney for the Scheme Meeting |
9.30am (Melbourne time) on 8 April 2026 |
| Time and date for determining eligibility to vote at the Scheme Meeting |
7.00pm (Melbourne time) on 8 April 2026 |
| Scheme Meeting To be held at the offices of K&L Gates, 25/525s Collins Street, Melbourne VIC 3000 and accessible online at https://meetings.lumiconnect.com/300-701-212-756 |
9.30am (Melbourne time) on 10 April 2026 |
| If the Scheme is approved by the Requisite Majorities of Cannatrek Shareholders | |
| Second Court Date for approval of the Scheme | 9.30am (Melbourne time) on 24 April 2026 |
| Effective Date Court order lodged with ASIC and announcement to the ASX (by LGP) |
24 April 2026 |
| Scheme Record Date for determining entitlements to Scheme Consideration |
7.00pm (Melbourne time) on 24 April 2026 |
| Implementation Date and provision of Scheme Consideration | 1 May 2026 |
All dates following the date of the Scheme Meeting are indicative only and, among other things, are subject to all necessary approvals from the Court. Any changes to the above timetable (which may include an earlier or later date for the Second Court Hearing) will be announced through the ASX (by LGP) and notified via Boardroom, Cannatrek’s Share Registry. Cannatrek may vary the timetable detailed above subject to the approval of such variation by LGP, the Court and ASIC where required.
1. Update on WA Facility
The Scheme Booklet referred (at sections 7, 8, 9 and 10 of the Scheme Booklet) to the proposed sale and leaseback of the South-West Western Australia production facility, as announced to the ASX by LGP on 19 February 2026 ( Proposed Transaction ).
On 19 March 2026, LGP announced on the ASX the termination of the Proposed Transaction ( Announcement ).
As per the Announcement, the Proposed Transaction will not be proceeding, on the basis that the parties could not reach commercial agreement on certain matters the subject of the conditions precedent. Accordingly the contract for the proposed sale and leaseback of the facility has been terminated.
The Expert has determined that while the Proposed Transaction was considered in its Independent Expert Report, the result of the Announcement does not change its findings and opinions. No supplementary Independent Expert Report is required.
The Board continues to unanimously recommend that Cannatrek Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude the Scheme is in the best interests of Cannatrek Shareholders.[3] The update above regarding the sale and leaseback of the facility in South-West Western Australia has not changed the Board’s recommendation.
Subject to those same qualifications, each member of the Board intends to vote in favour of the Scheme for all Cannatrek Shares held or controlled by them. It is expected that the Board will collectively hold or control approximately 22.35% of Cannatrek Shares as at the date of the Scheme Meeting[4] . The Board's unanimous recommendation is that you vote in favour of the Scheme.
2. Additional matters
2.1 Consents
This Supplementary Scheme Booklet contains statements made by, or statements said to be based on statements made by:
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(a) LGP in respect of the Supplementary LGP Information only; and
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(b) RSM as the Independent Expert.
Each of those persons named above has consented to the inclusion of each statement it has made in the form and context in which the statements appear and has not withdrawn that consent at the date of this Supplementary Scheme Booklet.
3 You should note that, when considering this recommendation, the members of the Board will hold 22.35% of Cannatrek Shares at the Scheme Meeting. Further details on the interests of the Board are set out in Sections 1.5 and 12.1.
4 Based on the fact that the members of the Board collectively hold 22.35% of Cannatrek Shares as at the Last Practicable Date and the fact that vesting and exercise of the options on issue shall increase the total number of Cannatrek Shares on issue by 1,749,772 shares.
The following parties have given and have not, before the date of this Supplementary Scheme Booklet, withdrawn their consent to be named in this Supplementary Scheme Booklet in the form and context in which they are named:
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(c) Intrinsic Partners as corporate adviser to Cannatrek;
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(d) K&L Gates as legal adviser to Cannatrek;
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(e) Boardroom as the Cannatrek Share Registry; and
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(f) Computershare as the LGP Share Registry.
2.2 Disclosures and responsibility
Further, each person named in Section 2.1:
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(a) has not authorised or caused the issue of this Supplementary Scheme Booklet;
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(b) does not make, or purport to make, any statement in this Supplementary Scheme Booklet or any statement on which a statement in this Supplementary Scheme Booklet is based, other than:
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(i) LGP in respect of the LGP Information only; and
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(ii) RSM, in relation to its Independent Expert's Report; and
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(c) to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representation regarding, and takes no responsibility for, any part of this Supplementary Scheme Booklet other than a reference to its name and the statement (if any) included in this Supplementary Scheme Booklet with the consent of that party as specified in this Section 2.2.
2.3 Other information material to the making of a decision in relation to the Scheme
Except as set out in this Supplementary Scheme Booklet, there is no other information material to the making of a decision in relation to the Scheme, being information that is within the knowledge of any member of the Board, at the date of this Supplementary Scheme Booklet, which has not previously been disclosed to Cannatrek Shareholders.
2.4 Supplementary information
If, between the date of this Supplementary Scheme Booklet and the Effective Date, Cannatrek becomes aware that:
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(a) a material statement in this Supplementary Scheme Booklet is false or misleading;
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(b)
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there is a material omission from this Supplementary Scheme Booklet;
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(c) a significant change affecting a matter in this Supplementary Scheme Booklet has occurred; or
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(d) a significant new matter has arisen which would have been required to be included in this Supplementary Scheme Booklet if it had arisen before the date of this Supplementary Scheme Booklet,
Cannatrek will prepare a further supplementary document to this Supplementary Scheme Booklet.
The form which the supplementary document may take, and whether a copy will be sent to each Cannatrek Shareholder, will depend on the nature and timing of the new or changed circumstances.
Corporate Directory
Cannatrek Limited
PO Box 21 Balaclava 3183 VIC Australia Phone: 1300 122 662 Website: www.cannatrek.com
Corporate Adviser to Cannatrek
Intrinsic Partners Level 1, 7 Howard St, Richmond VIC 3121 Phone: +61 3 9999 1470 Website: www.intrinsicpartners.com.au
Legal Adviser to Cannatrek
K&L Gates 25/525s Collins Street, Melbourne VIC 3000 Phone: +61 3 9205 2000 Website: www.klgates.com
Cannatrek Share Registry
Boardroom Level 8, 210 George Street, Sydney NSW 2000 Phone: 1300 020 243 (within Australia), +61 2 8016 2857 (outside Australia) Website: www.boardroomlimited.com.au