CBD - Notice of Special Shareholder Meeting to Approve Merger

Thursday 13th April 2023

Cannasouth Limited (NZX: CBD ) today announces the Special Shareholder Meeting to approve the proposed 50:50 merger (“Merger”) with Eqalis Group New Zealand Limited (“Eqalis”) will be held on Friday, 28 April 2023, commencing at 11.00am, at the offices of Link Market Services Limited, Level 30, PWC Commercial Bay, 15 Customs Street West, Auckland. This will be a hybrid meeting, allowing shareholders to attend in person or online.

The formal notice of the Special Shareholder Meeting, including the explanatory notes for each resolution and further details for participation online, and Voting Form are attached.

The Notice of Meeting and Voting Form will be emailed to shareholders who have provided the company’s share registrar with an email address and mailed in hard copy where the company’s share registrar does not have an email address. Electronic copies of these documents are also available on the company’s website, https://www.cannasouth.co.nz/eqalis/

Capital Raising Initiative:

As previously announced CBD is seeking to raise circa $9 million of new capital in conjunction with the Merger (“Capital Raise”).

Details of the structure of the proposed capital raising initiative were released to the market on 4 April 2023. In that announcement CBD advised that third party investors, including for this purpose certain CBD shareholders or Eqalis shareholders (together “Firm Investors”) were being approached to secure binding commitments to participate in the Capital Raise, subject to sufficient CBD shares being available for subscription.

The CBD Board is pleased to advise that binding commitments to participate in the Capital Raise for amounts of $3.3 million in aggregate have been received from Firm Investors to date, and the Board anticipates that further commitments will be received from additional third parties in the forthcoming weeks. CBD will provide updates as additional firm commitments are secured.

CBD Chair, Tony Ho says, “Securing these firm commitments so early in the Capital Raise and Merger process is an excellent outcome for both CBD and Eqalis, and confirms the support that investors have for the proposed Merger with Eqalis”.

CBD will continue to provide any material updates regarding the progress of the Merger as they come to hand.

Merger Video:

Today Cannasouth has released a 7-minute video providing shareholders with information on the benefits of the proposed merger.

The video is available online at https://vimeo.com/812510853/71055daaff

The following documents accompany this announcement:

• Notice of Meeting

• Proxy Voting Form

• Independent Adviser’s Report

Certain other information mentioned in the Notice of Meeting is available to view on Cannasouth’s website at https://www.cannasouth.co.nz/eqalis/

-ENDS-

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