Correction: DanCann Pharma A/S acquires CannGros ApS and becomes market leader in the Danish market under the Pilot Programme with Medical Cannabis

The MAR-label was left out in the previous version of the press release by mistake. That is hereby corrected.

COPENHAGEN, Denmark, 05 October 2021 - DanCann Pharma A/S (SS: DANCAN) ("DanCann Pharma"), a Danish company powered by cannabinoids, and CannGros ApS (“CannGros”) a national leader in sales of medical cannabis in Denmark through the Pilot Programme, has today entered into an Agreement (“the Transaction” or “the Agreement”) to which DanCann Pharma will acquire 100% of the shares of CannGros. Through the acquisition, DanCann Pharma obtains all necessary licenses for the import and distribution of medical cannabis, as well as three products (dried flower and granulars) admitted to the list of medical cannabis products under the Danish Pilot Program with medical cannabis. In addition to this, CannGros has a pending application (extracts of cannabis in an oil solution) at the Danish Medicines Agency (“DMA”).

Introduction:

DanCann Pharma and CannGros are both operating within the established Danish and European market for medical cannabis and cannabinoids - with different approaches and a different skillset. CannGros is primarily operating as a distributor of sourced products and concepts, whereas DanCann Pharma has its main activities in the production and manufacturing of biomaterials and API’s. The two companies bring different assets to the new cooperation.

CannGros, which is the market-leading distributor of medical cannabis in Denmark under the Pilot Programme, has offices in Vejle, Denmark, with expected revenue in the Danish market of approx. 4.5 MDKK in 2021 based on CannGros’ current three (3) products in the market. CannGros has had a compound annual growth rate (“CAGR”) of approx. 55 percent since the foundation back in 2017 / 2018.    

Transaction in short

Through the acquisition of CannGros, DanCann Pharma obtains all the necessary permits for the import and distribution of medical cannabis in Denmark under the Pilot Programme. CannGros becomes a subsidiary company of DanCann Pharma, and it is DanCann Pharma’s intention to keep the brand (CannGros ApS - by DanCann Pharma A/S) due to its strong representation in the market over the past 4 years.

Under the terms of the Agreement, owners of CannGros will receive 7 MDKK of DanCann Pharma shares (“The Consideration Shares”) at a market price issued at a price of DKK 3.664 per share, equal to the volume-weighted average price (“VWAP”) on Spotlight Stock Market for the 10 consecutive trading days preceding this announcement (including today’s trading). 100 percent of The Consideration Shares will be subject to a 1-year lock-up period from the date of completion of the Transaction. The Transaction also includes a 6 MDKK payable in cash over two installments.

CEO of DanCann Pharma, Jeppe Krog Rasmussen, comments:

“Together, DanCann Pharma and CannGros will partner to create a market leader in the Danish market under the Pilot Programme with medical cannabis. We believe that the consolidated company can deliver robust revenue and profitable growth going forward - a constellation that compliments rather than cannibalizes. We have taken the necessary time to carefully assess the company's entry into the Danish market and we firmly believe that the combination with CannGros will create significant value as CannGros provides us options to grow in the Danish Market with an accelerated go-to-market penetration and deep knowhow in the field. The acquisition also creates an ideal framework for DanCann Pharma’s future product portfolio - both in terms of imports and own products - and thus has already established channels. The acquisition of CannGros will pave the way for increased focus on consolidation in the industry and growth thereby for DanCann Pharma. I am very honored and satisfied about this transaction,” states Jeppe Krog Rasmussen.

CEO of CannGros, Henrik Lund Uth, comments:

“We are entrepreneurs and proud to be considered pioneers in the Pilot Program with medical cannabis in Denmark, as the first and only company to secure steady supply of medical cannabis products to Danish patients, since the legal framework (of the Pilot Programme) came into force, in January 2018. This has created a unique market position for CannGros, and we are confident that DanCann Pharma will have the necessary competencies and platform to use our 4 years of market build up and - penetration, to grow the general market for medical cannabis further in the future. With CannGros, they will get a fully operating distribution set-up, in which more products and applications can be integrated, for the benefit of the patients as well as the general market development.”

Board member of DanCann Pharma, Christian Carlsen

The experienced DanCann Pharma board-member Christian Carlsen, who has worked extensively with medical cannabis in the Novo Nordisk company Novo Nordisk Engineering (“NNE”), expresses great satisfaction with the deal, which constitutes as the first medical cannabis M&A in the Nordic region.

“The acquisition can really boost DanCann's growth journey. We must keep in mind that this is an 'early adopter' in the extremely regulated market for medical cannabis in Denmark, and thus CannGros has a unique and very valuable 'license to operate', which you cannot just get your hands on. The industry is young, and the industry is fragmented, so it's about bringing the players together early; it creates value not only in the industry, but also for patients throughout Scandinavia, because with larger players in the market, they can have easier access to the medicines they need. In addition to the supply chain, under the current Pilot Programme in Denmark, CannGros has built up a significant distribution network for pharmacies and other licensed dealers and thus a solid market position. All of which are elements that can help accelerate growth and in the long run make a significant difference for patients,” says Christian Carlsen.

CannGros Aps assets in forms of licenses

CannGros currently holds the necessary licenses, issued by the DMA, to handle import and distribution of medical cannabis:

• License to import and distribute medical cannabis
• License to manufacture cannabis intermediate products (repackaging)
• License to activities with euphoriant substances

CannGros ApS assets in forms of products

CannGros today have multiple products on the market with a potential of more:

• Authorization of three product applications under the Pilot Programme
• Pending application at the DMA for an oil product containing extracts of cannabis

CannGros has the permission to import and distribute products manufactured by Bedrocan BV (“Bedrocan”). CannGros imports and distributes currently three (3) medical cannabis products (dried flower and granulars for inhalation and tea), manufactured by Bedrocan – with an option to expand the product portfolio with another two (2) dried flower products, as well as a pending product application at the DMA for an oil product containing extracts of cannabis.

In the current CannGros product portfolio you will find Bedrocan products imported from the Netherlands. Bedrocan products, which are the only products worldwide categorized under "medical cannabis" which is fully GMP-certified (Good Manufacturing Practice) from cultivation to packing. The portfolio consists of: Bedrocan®, Bedica® and Bediol®. All products are sold as dried flower or granulars in 5-gram dosages, as available for inhalation using a vaporizer or via drinking as a tea.. The products have proven to be solid and stable in the market with a credible customer base regardless of competition from other products.

Furthermore, CannGros has the opportunity to apply for listing of another two (2) products from Bedrocan, Bedrolite® and Bedronol®, respectively, which are similarly sold as an medical cannabis products, dosed in granular form in 5-gram dosages, for inhalation or via drinking as a tea.

CannGros have signed distribution agreements with leading international medical cannabis companies, for import and distribution of their medical cannabis products, and especially with focus on cannabis extracts diluted in oil.

CannGros also has a pending product application at the DMA for an oil product containing extracts of cannabis which was applied for admission back in April 2021. CannGros’ best expectation is a potential market launch during 1st half of 2022, provided that the assessment by the DMA is successful.

Motive of the acquisition

The acquisition of CannGros will create a new strategic platform for DanCann Pharma resulting in the following added value:

• Reduced time to market – taking DanCann Pharma significantly faster to market than anticipated. CannGros have all necessary permits and licenses for import and distribution of medical cannabis in Denmark under the Pilot Programme
• CannGros have imported and distributed medical cannabis products since January 1st, 2018, covering all pharmacies in Denmark, through agreements with the pharmaceutical wholesale. CannGros has access to two (2) distribution agreements that fully cover the market in DK (TMJ and Nomeco)
• CannGros currently has three (3) products on the Danish market (imported from the Netherlands). In April 2021, CannGros applied for an additional product (oil / extract)
• Access to creating a future-proof value chain, with a unique value proposition and a faster and more efficient base for growth
• Improved opportunities for strategic alliances in a marketplace where significant future consolidation is anticipated

Combined, DanCann Pharma and CannGros will create significant improved capabilities within time to market, growth, strategic partnerships, and own development of a unique value proposition in the Danish and European medical cannabis industry.

With the acquisition of CannGros, and by obtaining necessary licenses and permit for import and distribution from the DMA together with CannGros established distribution structure, DanCann Pharma can accelerate and move forward its business areas for import and distribution by an estimated 6-12 months earlier than expected.

DanCann Pharma also estimates that if changes are made to the Pilot Programme with medical cannabis in Denmark in relation to the prescription of medical cannabis during the autumn, sales of already licensed products are expected to increase progressively.

Issue of Consideration Shares     

The Board of Directors of DanCann Pharma will resolve to issue the Consideration Shares at completion and closing of the Transaction pursuant to the authorization granted by the annual general meeting on 23 July 2021.

The Consideration Shares represent 6.98 percent of the total number of shares and votes in DanCann Pharma on a fully diluted basis. By issuing the Consideration Shares, the number of shares and votes increase by 8.52% from 22,433,139 to 24,343,619. The nominal share capital increases from DKK 841,242.7125 to DKK 912,885.7125.

The Consideration Shares are issued at a price of DKK 3.664 per share which equals the 10-day VWAP of DanCann Pharma shares on Spotlight Stock Market up to and including 04 October 2021. The Consideration Shares will be subject to a 1-year lock-up period from the date of completion of the Transaction.

Closing of the Transactions

Closing of the Transaction are subject to customary conditions and closing is expected to take place during October 2021.

Disclaimer

Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events, or developments that the Company believes, expects, or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology.

Forward-looking statements are subject to several risks and uncertainties, many of which are beyond the Company's ability to control or predict, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Company, to obtain sufficient financing to execute the Company’s business plan; competition; regulation and anticipated and unanticipated costs and delays, the success of the Company’s research strategies, the applicability of the discoveries made therein, the successful and timely completion and uncertainties related to the regulatory process, the timing and outcomes of regulatory or intellectual property decisions and other risks disclosed in the Company's public disclosure record on file with the relevant securities regulatory authorities.

Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this presentation are made as of the date of this presentation and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.

This disclosure contains information that DanCann Pharma A/S is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 05-10-2021.

About DanCann Pharma

DanCann Pharma A/S (SS: DANCAN) was founded in 2018 and is a Danish biopharmaceutical Company powered by cannabinoids. DanCann Pharma is a vertically integrated, licensed production and distribution Company based in Denmark. The Company focuses on discovering, developing, manufacturing, and commercializing new therapeutic cannabinoids in a wide range of disease areas. DanCann Pharma A/S (SS: DANCAN) is listed on the Spotlight Stock Market in Copenhagen. For more information, visit: www.dancann.com

For further information, please contact:

Jeppe Krog Rasmussen, CEO
E-mail: jkr@dancann.com
Website: www.dancann.com

About CannGros

CannGros ApS is approved for the manufacture of cannabis products for medical use, according to the law on the Danish Pilot Programme with medical cannabis. At present, CannGros has 3 products (dried flower and granulars) admitted to the Danish Medicines Agency's list of of medical cannabis products under the Danish Pilot Program with medical cannabis.

For further information, please contact:

Henrik Lund Uth, CEO
E-mail: huth@canngros.dk 
Website: www.canngros.dk