AUSCANN GROUP HOLDINGS LTD (ASX.AC8)

delisted for non-payment of annual listing fee under Listing Rule 17.15

we understand the company failed to pay to ASX Limited the annual listing fees for the year ending 30 June 2025

Shareholders in this company should consider crystallising a capital loss in 2024/25 by selling their shares. This process is now much easier and quicker. It can be achieved online by entering transaction details here. While, this usually makes good economic sense we recommend you seek professional advice before buying or selling securities, your accountant is probably the best person.

Under Listing Rule 17.6, an entity (if not already suspended) that had not paid its annual listing fees by close of business on Wednesday, 21 August 2024 would have its securities suspended from Official Quotation before the commencement of trading on Thursday, 22 August 2024. The Company has failed to pay to ASX the annual listing fees for the year ending 30 June 2025, and each entity's securities are already suspended from quotation.

The company lodges its Quarterly Activities/Appendix 4C Cash Flow Report.

The securities of the company have been suspended for more than three months. If an entity does not meet the 1 or 2 year deadlines, it will be removed from the official list. The removal will usually take effect from the open of trading on the first trading day after the deadline date.

The company has announced its intention to merge with European-based cannabis manufacturer ECCPharm, subject to a binding scheme implementation deed. AC8 has signed a non-binding term sheet to acquire 100% of the shares in ECC Pharm Limited, an Australian-incorporated unlisted public company. ECCPharm and its subsidiaries, ECCPharm DOOEL and RH Pharma, hold all licenses for medical cannabis production and sale in Europe. AC8 has been funding ECCPharm through a secured loan arrangement for the past two years. The German government's new legislation on April 1st 2024 has made it clear for ECCPharam to scale up to meet the anticipated medical cannabis demand from Germany and broader Europe.

The company releases its March 2024 Quarterly Activities and Cashflow Reports.

The company lodges its Half Yearly Report and Accounts.

The company releases a notice of cancellation of proposed issue of securities.

The company releases a Supplementary Prospectus.

The Board of Directors has resolved to withdraw the Share Purchase Plan offer as set out in the Company's prospectus announced to ASX and lodged with ASIC on 25 January 2024. The Board of AusCann decided to withdraw the SPP offer due to the potential implications the capital raising may cause for the Company should the Company apply to undertake a re-compliance with Chapters 1 and 2 of the ASX Listing Rules.

The opening date of the SPP has been updated to 12 February 2024. The prospectus and application form will be sent to eligible shareholders on 12 February 2024 by either mail or email, depending on registered communication preferences with Computershare. Eligible shareholders are encouraged to read the prospectus lodged 25 January 2024 in its entirety prior to applying for new shares under the SPP.

The company lodges its December 2023 Quarterly Activities and Cashflow Reports.

The Company issues a prospectus for the offer of up to 62,500,000 New Shares to Eligible Shareholders at an issue price of $0.016 per New Share to raise up to $1,000,000 (before costs) under this Prospectus. Any New Shares not subscribed for under the SPP Offer will form the Shortfall. The offer to issue the Shortfall is a separate offer under this Prospectus.

The company releases a notice of proposed issue of securities.

The Company intends to offer a share purchase plan to existing eligible shareholders, being shareholders of the Company with a registered address in Australia and New Zealand recorded on the Company's share register at 5:00pm (AWST) on 24 January 2024. Eligible Shareholders will have the opportunity to acquire up to A$30,000 worth of AusCann ordinary shares, irrespective of the size of their holding, at an issue price of A$0.016 per New Share. The issue price represents a discount of 60% to $0.04, being the closing price of Shares on ASX on 29 August 2022. AusCann is targeting raising up to $1 million under the SPP Offer through the issue of approximately 62,500,000 New Shares. The Company has sufficient placement capacity under Listing Rule 7.1 to undertake the SPP Offer. Participation in the SPP Offer is optional.

The Company has entered a new secured Loan Agreement with European Cannabis Corporation Limited to provide an additional €1m investment for HAPA Pharm BV (100% owned subsidiary of ECC) with the required working capital to launch the HAPA 2.0 products to market in Germany from January 2024. The loan agreement includes security as collateral. The fully paid ordinary shares of AusCann remain suspended from quotation on the official list of ASX and will remain suspended from quotation until the Company has re-complied with Chapters 1 and 2 of the Listing Rules. The Board have been actively seeking opportunities which would add value to the Company and enable the Company to seek re-quotation of its shares on the official list of ASX. The Board will continue to update the market as it progresses with evaluating a proposed acquisition, including acquisitions in the cannabis sector.

The Company appoints Hall Chadwick WA Audit Pty Ltd as its auditor to replace PKF.

The company releases the results of its AGM.

The company lodges its September 2023 Quarterly Activities and Cashflow Reports.

The annual general meeting of the Company will be held at the offices of Thomson Geer, Level 14, 60 Martin Place, Sydney, New South Wales on Thursday, 30 November 2023 at 9:00am (EDST).

The company releases a letter to its shareholders regarding its annual general meeting.

The company releases its Appendix 4G and Corporate Governance Statement.

The company lodges its Annual Report.

The company releases a notification of cessation of securities.

The Company has completed an independent legal review of the loan agreements in place that provided funding to support the operations of European Cannabis Corporation Limited and its subsidiary HAPA Pharm BV, following the recent appointment of leading corporate legal firm Thomson Geer as its company solicitor. The Company has subsequently entered a new secured Loan Agreement with ECC that supersedes the previous loan agreement as set out in the Company's ASX releases and statutory accounts, and now includes security as collateral for the $8,050,000 secured loan facility. AusCann has subscribed for $1,250,000 of convertible notes pursuant to a new secured Convertible Note Deed and has provided ECC with a total of $1,250,000 through this arrangement.

The Company's Annual General Meeting will be held on Thursday, 30 November 2023 at 9.00am (EDST) at the offices of Thomson Geer, Level 14, 60 Martin Place, Sydney, New South Wales. A valid nomination for the position of Director may be received by the Company not less than 35 business days before the date of the annual general meeting (12 October 2023).

The company lodges its Appendix 4E and 30 June 2023 Preliminary Financial Report.

The company lodges its June 2023 Quarterly Activities and Cashflow Reports.

The Company has expanded its agreement with European Cannabis Corporation Limited that will now see AusCann sell and distribute EU GMP certified medicinal cannabis in Australia and New Zealand.AusCann becomes the exclusive agent for ECC's HAPA products in AU/NZ. This includes a diverse cannabinoid product portfolio of raw flower and standardised full spectrum extracts. ECC manufactures all medicinal products under German EU GMP licensed conditions. This expansion has not resulted in any additional consideration. ECC will also provide AusCann with all necessary regulatory support for the products supplied, including documentation required to satisfy compliance with Therapeutic Goods (Standard for Medicinal Cannabis) (TGO 93) Order 201.

The company has completed settlement of the sale of its facility located at 11 Excellence Drive, Wangara, Western Australia. After the purchaser, Optral Pty Ltd, completed the due diligence period, the final purchase price was revised slightly to $6,740,000. Settlement was completed on Friday, 9 June 2023.

The company lodges its March 2023 Quarterly Activities and Cashflow Reports.

Auscann Operations Pty Ltd has entered into a conditional contract for the sale of its premises located at 11 Excellence Drive, Wangara WA 6075. The purchase price is $6,750,000 to Optral Pty Ltd and is expected to settle on 8 June 2023. LJ Hooker Commercial Perth negotiated the contract of sale through an on-market campaign on behalf of Auscann. Optral, who are active on the LJHC database, are private commercial property investors that own multiple commercial properties throughout Australia including Western Australia.

AusCann has entered into a share sale agreement with Animal Health Holdings Pty Ltd to privatise its animal health business, CannPal Animal Therapeutics Pty Ltd, by divesting 52% of CannPal to AHH. AHH is a Special Purpose Vehicle which will assume the responsibility for all current and future expenses for the development and commercialisation of the animal health assets of CannPal. AHH will be controlled by AusCann's outgoing Chief Executive Officer, Mr Layton Mills, and the outgoing Chief Scientific Officer of AusCann, Dr Margaret Curtis. AusCann will retain a 48% free-carried interest in CannPal and has no obligation to fund CannPal. AusCann retains the right to re-acquire the shares in CannPal upon the failure of CannPal to reach agreed development and commercialisation milestones. The Partial Divestment enables CannPal to operate as an unencumbered and private animal health company better positioned to attract, secure and maintain strategic partnerships and resources for the continued development and commercialisation of AusCann's animal health assets. The Partial Divestment is a separate and independent transaction from the proposed transaction under Listing Rule 11.1, the subject of AusCann's suspension from trading.

The company lodges its Appendix 4D and Half-Year Financial Report 31 December 2022.

The company lodges its December 2022 Quarterly Activities and Cashflow Reports.

The company releases the results of the Annual General Meeting.

AusCann is expected to finalise an application in Q1 2023 to secure the relevant regulatory licences to enable the import of EU-GMP cannabis under the Term Sheet, following the changes to TGO93 in June, 2023. The company has submitted its R&D Tax Incentive Refund for the 2022 financial year and is expecting an estimated rebate of $1.1m in Q1 2023. It's expected that the AusCann's securities will remain suspended until AusCann has recompiled with Chapters 1 and 2 of the Listing Rules. The conditional contract of AusCann Operations for the sale of the property held by AusCann Ops at 11 Excellence Drive, Wangara WA 6065 has lapsed as a result of incomplete due diligence. The company remains in ongoing discussions with the purchaser and other interested parties.

The company lodges its September 2022 Quarterly Activities and Cashflow Reports.

The company's AGM will be held at 11.00am (EDST) on Wednesday, 30 November 2022 at the offices of K&L Gates, Level 31, 1 O'Connell Street, Sydney, New South Wales.

The company lodges its Annual Report.

The company lodges its Annual Financial Statements.

The company lodges its Appendix 4G and Corporate Governance Statement.

The company's AGM will be held on Wednesday, 30 November 2022 at 11.00am (EDST) at the offices of K&L Gates, Level 31, 1 O'Connell Street, Sydney, New South Wales. A valid nomination for the position of Director may be received by the Company not less than 35 business days before the date of the annual general meeting (12 October 2022).

The Company and EuroCann have agreed to increase the facility provided by the Company under the Secured Loan Agreement by an additional A$3.75 million. Other than the additional advance, the terms of the Secured Loan Agreement remain as per the Company's announcement on 29 August 2022. AusCann Operations has entered into a conditional contract for the sale of the property held by AusCann Ops at 11 Excellence Drive, Wangara WA 6065. Under the Sale Contract, the purchase price for the Wangara Premises is $7,000,000 (as a going concern), and the proposed purchaser is Yolena Pty Ltd. The Sale Contract will automatically terminate if either the Finance Condition or the Due Diligence Condition are not satisfied within 30 days of the date of the Sale Contract.

The securities of AusCann Group Holdings Ltd will be suspended from quotation immediately, at the request of AC8, pending the release of an announcement regarding a proposed material acquisition. ASX has exercised its discretion under Listing Rule 11.1.2 to require the Proposed Acquisition to be conditional on approval by AC8's ordinary security holders and under Listing Rule 11.1.3 to require AC8 to recomply with Chapters 1 and 2 of the Listing Rules. It is expected that AC8's securities will remain suspended until AC8 has recompiled with Chapters 1 and 2 of the Listing Rules.

AusCann Group Holdings Ltd will be reinstated to Official Quotation from the commencement of trading on Friday, 3 February 2017, following the Company's re-compliance with Chapters 1 and 2 of the ASX Listing Rules pursuant to Listing Rule 11.1.3

The company lodges its Appendix 4C - quarterly report.

name changed from TW Holdings Limited