Creso Pharma : Proposed issue of securities - CPH

Proposed issue of securities

Announcement Summary

For personal use only

Entity name

CRESO PHARMA LIMITED

Announcement Type

New announcement

Date of this announcement

24/2/2022

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Listed Options (subject to meeting certain listing	67,851,448
confirmed	requirements)
New class-code to be	Listed Options (subject to meeting certain listing	4,612,320
confirmed	requirements)
New class-code to be	Listed Options (subject to meeting certain listing	72,463,768
confirmed	requirements)
CPH	ORDINARY FULLY PAID	72,463,768

Proposed +issue date 2/3/2022

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

CRESO PHARMA 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
ABN	89609406911
1.3	ASX issuer code
CPH

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

24/2/2022

1.6 The Proposed issue is:

A placement or other type of issue

Proposed issue of securities

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Proposed issue of securities

Part 7 - Details of proposed placement or other issue

only
Part 7A - Conditions
	7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
	type of issue can proceed on an unconditional basis?
	Yes
use	7A.1a Conditions
Approval/Condition	Date for determination	Is the date estimated or	** Approval
	+Security holder approval	29/4/2022	actual?	received/condition met?
	Estimated
			No
	Comments
	Refer to the Company's ASX release dated 24 February 2022 for background information on the Company's current
	Placement ("Placement").

Subject to shareholder approval, the Company intends to issue:

1. 4,612,320 shares and 4,612,320 options to Non-Executive Director, Adam Blumenthal for his participation into the Placement; and
2. one new option for every one Option issued under the Placement to EverBlu Capital Pty Ltd ('EverBlu') as part remuneration for their appointment as lead manager to the Placement.

personal
	Part 7B - Issue 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	Yes
For	securities in a class that is already
quoted or recorded by ASX)?
Existing class

Details of +securities proposed to be issued

ASX +security code and description

CPH : ORDINARY FULLY PAID

Number of +securities proposed to be issued 67,851,448

Proposed issue of securities

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Proposed issue of securities

Are the +securities proposed to be issued being issued for a cash consideration? No

Offer price details

67,851,448

Number of +securities proposed to be issued

Options

+Security type

requirements)

New class-codeto be confirmed

Listed Options (subject to meeting certain listing

ASX +security code

+Security description

Will the entity be seeking quotation of the 'new' class o +securities on ASX?

Yes

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1?

No

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Details of attaching +securities proposed to be issued

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)?

New class

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

Yes

AUD 0.06900

AUD - Australian Dollar

onlyuseAttaching +Security

personalAttaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX) For

What is the issue price per +security?

In what currency is the cash consideration being paid?

Proposed issue of securities

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

Yes

Proposed issue of securities

Please describe the consideration being provided for the +securities

Issue of one free attaching option for every one new shares issued to participants under the current Placement announced on 24 February 2022 ("Placement Options"). Creso Pharma will seek quotation for the new options, subject to meeting certain listing requirements.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

only

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

For personal use

+Security currency AUD - Australian Dollar

Exercise price	Expiry date
AUD 0.1400	6/10/2023

Details of the type of +security that will be issued if the option is exercised

CPH : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

67,851,448 CPH Ordinary Shares.

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Please note these options are proposed to be issued on or around 4 April 2022, when the Company anticipates it will issue a prospectus for the offer of these options. The material terms of these Options will be included in the prospectus under which these Options will be issued under.

Please further note the issue date and expiry date provided above is indicative only, and will be calculated 18 months from the date of issue. Creso Pharma will seek quotation for the new options, subject to meeting certain listing requirements.

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	Yes
securities in a class that is already
quoted or recorded by ASX)?
Existing class

Proposed issue of securities

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