DanCann Pharma A/S announces outcome of the Rights Issue

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COPENHAGEN, Denmark, 27 June 2024 - DanCann Pharma A/S (SS: DANCAN) ("DanCann Pharma" or the "Company"), a Danish company powered by cannabinoids, hereby announces the outcome of the rights issue of shares with a total offer volume of DKK 18.33 million which was announced by way of a press release on 24 May 2024 (the "Rights Issue"). The Rights Issue has been subscribed for a total of approximately 56.71 per cent (including top-down guarantors), of which approximately 31.46 per cent was subscribed for (in cash) by exercise of pre-emptive subscription right (“Pre-Emptive Rights”), approximately 6.38 per cent was subscribed for (in cash) without exercise of Pre-Emptive Rights, and approximately 18.87 per cent was subscribed by top-down guarantors (by way of debt conversion). Through the Rights Issue, DanCann Pharma receives approximately DKK 6.935 million in cash proceeds before deduction of issue costs. 

Outcome of the Rights Issue

The subscription period in the Rights Issue ended on 24 June 2024. In total, 1,039,473,245 shareswere subscribed for in the Rights Issue, corresponding to approximately 56.71 per cent of the Rights Issue. 576,604,838 shares were subscribed for by exercise of Pre-Emptive Rights, corresponding to approximately 31.46 per cent of the Rights Issue, while 116,949,200 shares were subscribed for without exercise of Pre-Emptive Rights, corresponding to approximately 6.38 per cent of the Rights Issue. 345,919,200 shares were subscribed for by top-down guarantors (by way of conversion of debt in the total amount of DKK 3,459,192), corresponding to approximately 18.87 per cent of the Rights Issue. Please note that those acting as top-down guarantors will subscribe for shares in a directed issue of shares as resolved by the board of directors of the Company (based on an authorization from the general meeting) simultaneously with the issue and offer of shares with Pre-Emptive Rights (as, under Danish law, subscription of shares by way of conversion of debt can only be completed in a directed issue).

No shares were subscribed for by bottom-up guarantors as more than 30.01 per cent of the Rights Issue was subscribed for in cash (which was secured by the bottom-up guarantors).

Through the Rights Issue, the Company receives approximately DKK 6.935 million in cash proceeds before deduction of issue costs (legal, back-office, advisors, guaranteed commitments (bottom-up and top-down) and conversion of loan), which amount to approximately DKK 3.3 million. 

As set out on page 19 of the offer memorandum published on 24 May 2024, in connection with the Rights Issue, additional debt in the amount of DKK 3,350,000 to an existing lender will be converted into a total of 335,000,000 shares (in addition to the shares issued in the Rights Issue). This issue of shares by way of conversion of debt will be resolved and registered with the Danish Business Authority no later than on 3 July 2024.

All shares are subscribed for at a price of DKK 0.01 per share.

Carsten Trads, Chairman of DanCann Pharma, comments:

"Today, DanCann Pharma announces the outcome of the Rights Issue, which aligns with our expectations and provides the Company with fresh capital. Most importantly, our balance sheet is now free of outstanding debt, enabling a complete reset of the Company's capital structure. This fresh start allows us to rebuild and strengthen our financial foundation.

With this new capital, DanCann Pharma is positioned to continue its mission. We are now able to further showcase our revised strategy, which focuses on profitability and capital efficiency without significant asset commitments and investments.

Our renewed focus will be on further optimizing our operations and leveraging our existing resources to drive growth. We are committed to enhancing shareholder value by streamlining processes and prioritizing projects with the highest return on investment. This strategic shift will help us achieve sustainable growth and establish a more robust financial position over time, benefiting our shareholders, partners, and the broader community.

We look forward to continuing our journey with renewed vigor and a clear focus on our strategic objectives."

Notice of allotment and delivery

Allotment of shares subscribed for without Pre-Emptive Rights has been carried out in accordance with the principles set out in the offer memorandum published on 24 May 2024. Notification of the allotment of shares subscribed for without Pre-Emptive Rights will be sent via a separate settlement note. Nominee shareholders receive notification of allotment in accordance with the respective nominee's routines. 

Trading with so-called temporary shares (DanCann Pharma BTA and ISIN code DK0062956652) takes place on Spotlight Stock Market until the conversion of the temporary shares into the new shares offered in the Right Issue which takes place after the issue of the new shares have been registered with the Danish Business Authority. Registration of the issue of the new shares in the Rights Issue and the issue of shares by way of conversion of the additional debt in the amount of DKK 3,350,000 (as set out above) with the Danish Business Authority is expected to take place on or around 3 July 2024.

Changes in share capital and number of shares

Through the Rights Issue and by conversion of the additional debt in the amount of DKK 3,350,000 (as set out above), the total number of shares in DanCann Pharma will increase by 1,374,473,245 from 166,627,989 shares to 1,541,101,234 shares of nominally DKK 0.01 each. The share capital increases by nominally DKK 13,744,732.45 from nominally DKK 1,666,279.89 to nominally DKK 15,411,012.34, corresponding to a dilution effect of approximately 89.18 per cent.

About DanCann Pharma A/S

DanCann Pharma A/S (SS: DANCAN) was founded in 2018 and is a Danish biopharmaceutical Company powered by cannabinoids.

DanCann Pharma A/S (SS: DANCAN) is listed on the Spotlight Stock Market in Copenhagen/Stockholm.

For more information, visit: www.dancann.com

For further information, please contact:

Jeppe Krog Rasmussen, CEO

E-mail: jkr@dancann.com

Forward-looking-statement:

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 27-06-2024.