MGC Pharmaceuticals : Issue of Securities - Appendix 2A

15 September 2020

ASX Code: MXC

Issue of Securities - Appendix 2A

MGC Pharmaceuticals Ltd (ASX: MXC, 'MGC Pharma' or 'the Company'), is pleased to confirm the first tranche of $2.25 million has been received from Mercer Street Global Opportunity Fund LLC and the Company will today proceed to issue 2,475,000 Convertible Notes with a face value of $1.00 each under the terms of the financing agreement, as detailed in the ASX Announcement dated 10 September 2020.

An Appendix 2A is attached for the issue of 9,375,000 fully paid ordinary shares under the terms of the $15m financing agreement and the Company has subsequently closed the Prospectus dated 10 September 2020.

--Ends--

Authorised for release by the Board, for further information please contact:

PR/IR Advisors - Media & Capital Partners	MGC Pharmaceuticals Ltd
Melissa Hamilton (PR) [phone]	Roby Zomer
Rod Hinchcliffe (IR) [phone]	CEO & Managing Director
[e-mail]	[phone]
[e-mail]	[e-mail]

About MGC Pharma

MGC Pharmaceuticals Ltd (ASX: MXC) is a European based bio-pharma company developing and supplying affordable standardised phytocannabinoid derived medicines to patients globally. The Company's founders were key figures in the global medical cannabis industry and the core business strategy is to develop and supply high quality phytocannabinoid derived medicines for the growing demand in the medical markets in Europe, North America and Australasia. MGC Pharma has a robust product offering targeting two widespread medical conditions - epilepsy and dementia - and has further products in the development pipeline.

Employing its 'Nature to Medicine' strategy, MGC Pharma has partnered with renowned institutions and academia to optimise cultivation and the development of targeted phytocannabinoid derived medicines products prior to production in the Company's EU-GMP Certified manufacturing facility. MGC Pharma has a number of research collaborations with world renowned academic institutions, and including recent research highlighting the positive impact of using specific phytocannabinoid formulations developed by MGC Pharma in the treatment of glioblastoma, the most aggressive and so far therapeutically resistant primary brain tumour.

MGC Pharma has a growing patient base in Australia, the UK, Brazil and Ireland and has a global distribution footprint via an extensive network of commercial partners meaning that it is poised to supply the global market.

Follow us through our social media channels

[e-mail] .au | www.mgcpharma.com.au

MGC Pharmaceuticals Ltd | ACN 116 800 269

1202 Hay Street, West Perth WA 6005 | PO Box 1976, West Perth WA 6872 T: [phone]

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This appendix is not available as an online form
Please fill in and submit as a PDF announcement	+Rule 2.7

Appendix 2A

Application for quotation of +securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

If you are an entity incorporated outside Australia and you are seeking quotation of a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non- Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 - Entity and announcement details

Question	Question	Answer
no
1.1	*Name of entity	MGC Pharmaceuticals Ltd
	We (the entity here named) apply for
	+quotation of the following +securities and
	agree to the matters set out in
	Appendix 2A of the ASX Listing Rules.1
1.2	*Registration type and number	ABN 30 116 800 269
	Please supply your ABN, ARSN, ARBN, ACN or
	another registration type and number (if you supply
	another registration type, please specify both the type
	of registration and the registration number).
1.3	*ASX issuer code
1.4	*This announcement is	☒ A new announcement
	Tick whichever is applicable.	☐ An update/amendment to a previous
			announcement
			☐ A cancellation of a previous
			announcement
1.4a	*Reason for update	N/A
	Mandatory only if "Update" ticked in Q1.4 above. A
	reason must be provided for an update.
1.4b	*Date of previous announcement to this	N/A
	update
	Mandatory only if "Update" ticked in Q1.4 above.
1.4c	*Reason for cancellation	N/A
	Mandatory only if "Cancellation" ticked in Q1.4 above.
1.4d	*Date of previous announcement to this	N/A
	cancellation
	Mandatory only if "Cancellation" ticked in Q1.4 above.

1 Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see ASIC Regulatory Guide 189 Disclosure relief for rights issues). If in doubt, please consult your legal adviser.

+ See chapter 19 for defined terms	Page 1
31 January 2020

	This appendix is not available as an online form		Appendix 2A
Please fill in and submit as a PDF announcement		Application for quotation of +securities
	1.5	*Date of this announcement		15 September 2020
	Part 2 - Type of issue
	Question	Question		Answer
	No.
	2.1	*The +securities to be quoted are:		☒ Being issued as part of a transaction or
		Select whichever item is applicable.		transactions previously announced to
		If you wish to apply for quotation of different types of		the market in an Appendix 3B
		issues of securities, please complete a separate		☐ Being issued under a +dividend or
		Appendix 2A for each type of issue.
				distribution plan
				☐ Being issued as a result of options
				being exercised or other +convertible
				securities being converted
				☐ Unquoted partly paid +securities that
				have been paid up and are now quoted
				fully paid +securities
				☐ +Restricted securities where the escrow
				period has expired or is about to expire
				☐ +Securities previously issued under an
				+employee incentive scheme where the
				restrictions on transfer have ceased or
				are about to cease
				☐ +Securities issued under an +employee
				incentive scheme that are not subject to
				a restriction on transfer or that are to be
				quoted notwithstanding there is a
				restriction on transfer
				☐ Other
	2.2a.1	*Date of Appendix 3B notifying the market		10 September 2020
		of the proposed issue of +securities for
		which quotation is now being sought
		Answer this question if your response to Q2.1 is "Being
		issued as part of a transaction or transactions
		previously announced to the market in an Appendix
		3B"
	2.2a.2	*Are there any further issues of +securities		No - note the 2,475,000 Convertible Notes
		yet to take place to complete the		will also be issued today
		transaction(s) referred to in the
		Appendix 3B?
		Answer this question if your response to Q2.1 is "Being
		issued as part of a transaction or transactions
		previously announced to the market in an Appendix
		3B".

+ See chapter 19 for defined terms	Page 2
31 January 2020

	This appendix is not available as an online form	Appendix 2A
Please fill in and submit as a PDF announcement	Application for quotation of +securities
	2.2a.2.1	*Please provide details of the further issues	N/A
		of +securities yet to take place to complete
		the transaction(s) referred to in the
		Appendix 3B
		Answer this question if your response to Q2.1 is "Being
		issued as part of a transaction or transactions
		previously announced to the market in an Appendix
		3B" and your response to Q2.2a.2 is "Yes".
		Please provide details of the proposed dates and
		number of securities for the further issues. This may
		be the case, for example, if the Appendix 3B related to
		an accelerated pro rata offer with an institutional
		component being quoted on one date and a retail
		component being quoted on a later date.
	2.2b.1	*Date of Appendix 3A.1 lodged with ASX in	N/A
		relation to the underlying +dividend or
		distribution
		Answer this question if your response to Q2.1 is "Being
		issued under a dividend or distribution plan".
	2.2b.2	*Does the +dividend or distribution plan	N/A
		meet the requirement of listing rule 7.2
		exception 4 that it does not impose a limit
		on participation?
		Answer this question if your response to Q2.1 is "Being
		issued under a dividend or distribution plan".
		Note: Exception 4 only applies where security holders
		are able to elect to receive all of their dividend or
		distribution as securities. For example, Exception 4
		would not apply in the following circumstances: 1) The
		entity has specified a dollar limit on the level of
		participation e.g. security holders can only participate
		to a maximum value of $x in respect of their
		entitlement, or 2) The entity has specified a maximum
		number of securities that can participate in the plan
		e.g. security holders can only receive securities in lieu
		of dividend payable for x number of securities.
	2.2c.1	Please state the number and type of	N/A
		options that were exercised or other
		+convertible securities that were converted
		(including their ASX security code)
		Answer this question if your response to Q2.1 is "Being
		issued as a result of options being exercised or other
		convertible securities being converted".
	2.2c.2	And the date the options were exercised or	N/A
		other +convertible securities were
		converted
		Answer this question if your response to Q2.1 is "Being
		issued as a result of options being exercised or other
		convertible securities being converted".
		Note: If this occurred over a range of dates, enter the
		date the last of the options was exercised or
		convertible securities was converted.
	2.2d.1	Please state the number and type of partly	N/A
		paid +securities (including their ASX
		security code) that were fully paid up
		Answer this question if your response to Q2.1 is
		"Unquoted partly paid securities that have been paid
		up and are now quoted fully paid securities".

+ See chapter 19 for defined terms	Page 3
31 January 2020