DanCann Pharma A/S: The subscription period in DanCann Pharma’s Rights Issue begins today

COPENHAGEN, Denmark, October 31, 2022 - DanCann Pharma A/S (SS: DANCAN) ("DanCann Pharma" or the “Company”), a Danish company powered by cannabinoids, hereby announce that the subscription period in DanCann Pharma’s Rights Issue of units begins today. The Rights Issue of units consists of shares and warrants of series TO2 and was resolved upon by the Board of Directors on 21 October 2022 (the "Rights Issue"). The public will also be given the opportunity to register an interest in subscribing in the Rights Issue.

The prospectus is available on DanCann Pharma’s website www.dancann.com and on Nordic Issuing’s website www.nordic-issuing.se.

Preliminary timetable

• Trading in unit rights: 31 October – 9 November 2022.
• Subscription period: 31 October – 11 November 2022.
• Announcement of outcome: around 16 November 2022.
• Trading in paid subscribed units (BTU): trading in BTU will run from 31 October 2022 until the Rights Issue is registered with the Danish Business Authority, which is expected to occur at the end of November 2022.

Terms and conditions for the Rights issue

• The subscription price in the Rights Issue will be 6 DKK per unit, corresponding to 0.60 DKK per share. The warrants included in the units will be issued without remuneration.
• The Rights Issue comprises a maximum of 47,447,140 shares, corresponding to an increase in the share capital of a maximum of DKK 1,779,267.75. In the event of full subscription in the Rights Issue, DanCann Pharma will receive approximately DKK 28.5 million before issue costs.
• Anyone who, on the record date of October 27, 2022, is entered in the share register, maintained by VP Securities A/S has preferential rights to subscribe for units in the Rights Issue. One (1) existing share entitles to one (1) pre-emptive right. Six (6) pre-emptive rights give the right to subscribe for one (1) unit consisting of ten (10) new shares and six (6) warrants of series TO  2.
• The warrants of series TO 2 will be admitted to trading on the Spotlight Stock Market after the Rights Issue has been registered with the Danish Business Authority.
• One (1) warrant of series TO 2 gives the right to subscribe for one (1) new share in the Company during the exercise period 16 May 2023 to and including 31 May 2023 at an exercise price that corresponds to 70 percent of a volume-weighted average of the trading price for the Company's shares during the period of ten trading days up to, but not including the second trading day before the first day of the exercise period of the warrants. However, the exercise price cannot be below the quota value/nominal value or exceed DKK 1.2 per share.
• Warrants issued in connection with the Rights issue could additionally provide the Company with approximately DKK 1 – 34.2 million.
• DanCann Pharma has received pre-subscription commitments and guarantee commitments of approximately DKK 21.9 million, which corresponds to approximately 77 percent of the initial issue volume, of which approximately DKK 2.3 million consist of pre-subscription commitments and approximately DKK 19.6 million consist of guaranteed commitments.

Advisers

In conjunction with the Rights Issue, the Company has engaged Corpura Fondkommission AB as Financial Advisor and sole bookrunner. Andersen Partners Advokatpertnerselskab and MAQS Advokatbyrå act as legal advisors to the Company. Nordic Issuing acts as issuing agent.

For additional information about the Rights Issue, please contact:

Corpura Fondkommission AB

E-mail: [email protected]

www.corpura.se

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: [email protected]  

Website: www.dancann.com  

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.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in DanCann Pharma in any jurisdiction, neither from DanCann Pharma nor from someone else.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company.  The information contained in this announcement is for background purposes only and does not purport to be full or complete.  No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Corpura Fondkommission AB is acting for DanCann Pharma in connection with the Rights Issue and no one else and will not be responsible to anyone other than DanCann Pharma for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.  The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, New Zealand, Russia, Belarus, Hong Kong, Japan, Singapore, South Africa, South Korea or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. DanCann Pharma has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Rights Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation