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LITTLE GREEN PHARMA LTD M&A Activity 2026
65232_rns_2026-05-10_9b4bc7ec-7c4e-4842-a1b4-de409ac96016.pdf
M&A Activity
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little green pharma
ASX ANNOUNCEMENT
11 May 2026
Little Green Pharma Ltd (ASX: LGP)
TRANSACTION UPDATE AND GENERAL MEETING UPDATE
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) and the general meeting of LGP Shareholders scheduled for 3:30 (AWST) on 22 May 2026 (General Meeting).
Capitalised terms used in this announcement have the meaning given to them in the Scheme Booklet, unless otherwise specified.
UPDATE REGARDING CANNATREK'S REGULATORY INVESTIGATION
As outlined in Section 6.8 of the Scheme Booklet and section 5.11(x) of the Notice of Meeting, the Cannatrek Group (Cannatrek) has been subject to an ongoing investigation by the Therapeutic Goods Administration (TGA) with respect to alleged historical contraventions of provisions of the Therapeutic Goods Act 1989 (Cth) (TG Act) and associated regulations relating to the historical advertising of therapeutic goods by Cannatrek (Alleged Contraventions).
LGP understands that Cannatrek has been in further discussions with the TGA in relation to the investigation, and that Cannatrek and the TGA have reached an in-principle agreement with respect to the Alleged Contraventions and the associated civil penalty. Based on this, LGP understands that the civil penalty will likely fall within the agreed economic parameters contemplated in the transaction through the CV Shares mechanism detailed in the Scheme Booklet. While LGP does not know the quantum of the penalty agreed, it understands that while the penalty is material, it still remains within the limits of the CV Shares conversion mechanism.
Please refer to section 4.3(c) of the Scheme Booklet for further information regarding the operation of the CV Shares conversion mechanism, including the maximum range of the agreed economic parameters. The full terms and conditions of the CV Shares are set out in Annexure 6 of the Scheme Booklet and schedule 2 of the Notice of Meeting.
Head Office PO Box 101, Wembley WA 6913 T + 61 8 6280 0050 E [email protected] W littlegreenpharma.com
little green pharma
Notwithstanding the developments with regards to the Alleged Contraventions, Cannatrek has also informed LGP that should the Merger complete, Cannatrek anticipates contributing an additional estimated capital amount of $6.5 million at completion, over what was agreed as minimum under the transaction documents.
LGP will continue to keep LGP shareholders updated regarding any further material developments regarding the TGA’s investigation into the Alleged Contraventions.
UPDATE REGARDING CONDITIONS PRECEDENT
As outlined in the Scheme Booklet, the Scheme is subject to a number of Conditions Precedent. As at the date of this announcement, the Parties do not anticipate any issues in achieving satisfaction of these Conditions.
UPDATE REGARDING LGP’S GENERAL MEETING
LGP Shareholders will consider at the General Meeting resolution 1 contained in the Notice of Meeting regarding approval of the issuance of the New LGP Ordinary Shares and the New LGP CV Shares in connection with the Scheme (Scheme Consideration Resolution).
The Notice of Meeting, this announcement and LGP’s recent ASX announcements providing further updates in relation to the Scheme should be read in their entirety. The Notice of Meeting and all LGP ASX announcements are available on LGP’s website https://investlittlegreenpharma.com/ and on LGP’s ASX market announcements platform at https://www.asx.com.au/. If LGP Shareholders are in doubt as to how they should vote, they should seek advice from their suitably qualified professional advisers prior to voting.
VIRTUAL ATTENDANCE
LGP Shareholders will only be able to attend the General Meeting virtually, with shareholders able to vote and ask questions via a Zoom webinar: https://us02web.zoom.us/webinar/register/WN_WmNpLQyGR22_0PDyGssWqw
Participating in the General Meeting virtually will enable shareholders to view the General Meeting live, ask questions and cast votes in real time on a poll during the General Meeting. Shareholders who wish to attend the General Meeting virtually must register their attendance via the above webinar link prior to the General Meeting. LGP Shareholders may also wish to download the Zoom app prior to the General Meeting however they will be able to access the Zoom meeting through their browser.
PARTICIPATION AND VOTING AT THE GENERAL MEETING
All votes at the General Meeting will be taken by poll rather than show of hands.
If you are proposing to attend the General Meeting virtually and intend to vote live on a poll at the General Meeting, you must notify the Company Secretary at [email protected] by 3:30pm (AWST) on Wednesday, 20 May 2026 (Proxy Cut-Off Time). Following the Proxy Cut-Off Time, the Company will send you a personalised poll form (Poll Form).
Head Office PO Box 101, Wembley WA 6913 T + 61 8 6280 0050 E [email protected] W littlegreenpharma.com
little green pharma
The Poll Form must be completed and returned to the Company after the poll has been called and prior to the close of polling. During the General Meeting, the Chair will notify attending LGP Shareholders how and when they are able to complete and return the Poll Form.
The time for determining eligibility to vote at the General Meeting is 5:00pm (AWST) on Wednesday, 20 May 2026. Only those LGP Shareholders entered on the LGP Share Register at that time will be entitled to attend and vote at the General Meeting.
VOTING BY PROXY
All proxy votes already cast remain valid.
If you have not yet cast your vote, the Company strongly encourages all LGP Shareholders to vote their proxies electronically prior to the Proxy Cut-Off Time. To do so, please go to the LGP Share Registry's website www.investorvote.com.au (Control Number: 188631). Please also have your HIN or SRN number (found on your Proxy, Holding Statement or other broker documentation) and postcode ready.
If you wish to amend your proxy vote, please go to the LGP Share Registry website www.investorvote.com.au (Control Number: 188631). Please also have your HIN or SRN number (found on your Proxy, Holding Statement or other broker documentation) and postcode ready.
Alternatively, please contact the Company Secretary at [email protected] or by telephone on (08) 6280 0050 to be provided with a new personalised Proxy form for your convenience.
If you wish to submit your proxies in hardcopy, please complete and return the proxy form to the LGP Share Registry using any of the following methods:
By post: GPO Box 242, Melbourne VIC 3001 Australia
By facsimile: 1800 783 447 within Australia or +61 3 9473 2555 outside Australia
Any proxy voting instructions received after the Proxy Cut-Off Time will not be valid for the General Meeting. As such, the Company encourages all shareholders to submit their proxies as early as possible.
If you have any enquiries relating to virtual participation in the General Meeting or accessing the Company's investor centre website, or any difficulty accessing the Notice of Meeting, please contact the Company Secretary at [email protected] or by telephone on (08) 6280 0050.
BOARD RECOMMENDATIONS AND VOTING INTENTIONS
The LGP Board unanimously recommends that LGP Shareholders vote in favour of resolution 1 contained in the Notice of Meeting, in the absence of an 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 resolution 1.
Head Office PO Box 101, Wembley WA 6913 T + 61 8 6280 0050 E [email protected] W littlegreenpharma.com
little green pharma
INDICATIVE TIMETABLE
The indicative timetable remains unchanged since LGP's ASX announcement dated 23 April 2026. The key dates and times for the Scheme are as follows:
| Event | Date |
|---|---|
| Latest time and date for receipt of proxy forms and powers of attorney from LGP Shareholders for the LGP Shareholder Meeting (Scheme Consideration Resolution) | 3:30pm (Perth time) on 20 May 2026 |
| Time and date for determining eligibility of LGP Shareholders to vote at the LGP Shareholder Meeting (Scheme Consideration Resolution) | 5:00pm (Perth time) on 20 May 2026 |
| LGP Shareholder Meeting (Scheme Consideration Resolution) | 3.30pm (Perth time) on 22 May 2026 |
| Second Court Date for approval of the Scheme | 10:00am (Melbourne time) on 25 May 2026 |
| Effective Date | |
| Court order lodged with ASIC and announcement to the ASX by LGP | 25 May 2026 |
| Scheme Record Date for determining entitlements to Consideration Securities | 7:00pm (Melbourne time) on 25 May 2026 |
| Implementation Date and provision of Consideration Securities | 1 June 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.
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
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
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Head Office PO Box 101, Wembley WA 6913 T + 61 8 6280 0050 E [email protected] W littlegreenpharma.com