Cronos Australia : Proposed issue of securities - CAU

Proposed issue of securities

Announcement Summary

For personal use only

Entity name

CRONOS AUSTRALIA LIMITED

Announcement Type

New announcement

Date of this announcement

23/11/2021

The Proposed issue is:

A non pro rata offer of securities under a disclosure document or product disclosure statement (PDS)

Total number of +securities proposed to be issued for a non pro rata offer of securities under a disclosure document or product disclosure statement (PDS)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
CAU	ORDINARY FULLY PAID	456047305

Closing date for receipt of acceptances

8/12/2021

Proposed +issue date

16/12/2021

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

Part 1 - Entity and announcement details

For personal use only

1.1 Name of +Entity

CRONOS AUSTRALIA LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2	Registered Number Type	Registration Number
ACN	629071594
1.3	ASX issuer code
CAU

1. The announcement is New announcement
2. Date of this announcement

23/11/2021

1.6 The Proposed issue is:

A non-+pro rata offer of +securities under a +disclosure document or +PDS

Proposed issue of securities

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Proposed issue of securities

Part 5 - Details of proposed non-pro rata offer under a disclosure document or PDS

only
	Part 5A - Conditions
		5A.1 Do any external approvals need to be obtained or other conditions satisfied before the non-pro rata offer of
		+securities under a +disclosure document or + PDS can proceed on an unconditional basis?
		Yes
use	5A.1a Conditions
Approval/Condition	Date for determination	Is the date estimated or	** Approval
		+Security holder approval	15/12/2021	actual?	received/condition met?
		Actual
						No
		Comments
		Approval for the issue of the securities will be sought at the Company's Annual General Meeting to be held on 15
personal	December 2021.
	Part 5B - Offer details
		Is the proposed security a 'New	Will the proposed issue of this
		class' (+securities in a class that is	+security include an offer of
		not yet quoted or recorded by ASX)	attaching +securities?
		or an 'Existing class' (additional	No
		securities in a class that is already
		quoted or recorded by ASX)?
		Existing class
	Details of +securities proposed to be issued
For	ASX +security code and description
CAU : ORDINARY FULLY PAID

The number of +securities to be offered under the +disclosure document or +PDS

456,047,305

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)?

No

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Proposed issue of securities

	Will individual security holders be required to accept the offer for a
	minimum number or value of +securities (i.e. a minimum acceptance
	condition)?
	No
only	Will individual security holders be limited to accepting the offer for a
Yes
	maximum number or value of +securities (i.e. a maximum acceptance
	condition)?
	No
	Offer price details
	Has the offer price been determined?
use	In what currency will the offer be	What is the offer price per +security?
made?	AUD 0.13800
AUD - Australian Dollar
Oversubscription & Scale back details
personal	Will the entity be entitled to accept over-subscriptions?
No

Will a scale back be applied if the offer is over-subscribed?

No

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

Yes

Part 5C - Timetable

For	5C.1 Lodgement date of +disclosure document or +PDS with ASIC
19/11/2021
		5C.2 Date when +disclosure document or +PDS and acceptance forms will
		be made available to investors
		22/11/2021
		5C.3 Offer open date
		22/11/2021
		5C.4 Closing date for receipt of acceptances
		8/12/2021
	Proposed issue of securities	4 / 6

Proposed issue of securities

5C.6 Proposed +issue date 16/12/2021

	Part 5D - Listing Rule requirements
only	5D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
		Yes
		5D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1
use	15/12/2021
5D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
		Yes
	Part 5E - Fees and expenses
personal	5E.1 Will there be a lead manager or broker to the proposed offer?
		No
		5E.2 Is the proposed offer to be underwritten?
		No
		5E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a
		handling fee or commission?
		No
		5E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer
For
A corporate advisory fee of $750,000, plus GST, will be payable by CDA Health Pty Ltd to Cornwalls Capital Australia Pty
Ltd in connection with the merger between CDA Health Pty Ltd and Cronos Australia Limited.

Part 5F - Further Information

5F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Not applicable, as no cash is being raised from the issue of the shares.

5F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful?

Proposed issue of securities

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