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Conversion of Performance Shares upon Satisfaction of Performance Milestone

Conversion of Performance Shares upon Satisfaction of Performance Milestone

Creso Pharma Limited (ASX:CPH, FRA:1X8) (‘Creso Pharma’ or ‘the Company’) advises
that it has today converted 17,551,077 Performance Shares (“Performance Shares”) into 17,551,077 Ordinary Shares (“Shares”) upon the satisfaction of the milestone attached to these Performance Shares, as set out in the Appendix 2A released on 9 December 2021.
The Performance Shares were issued on 14 July 2021 to the vendors of Halucenex Life Sciences Inc., as part consideration for the acquisition of Halucenex Life Sciences Inc.
In accordance with the terms and conditions upon which they were issued, the Performance Shares converted into Shares following Creso announcing that Halucenex had been granted an amended dealer’s licence by Health Canada allowing Halucenex to produce, package/assemble, sell, transport, import and export Psychedelics (“Milestone”).
As the Milestone was satisfied on 2 December 2021 per the announcement released on that date, each Performance Share has been converted into one Share for nil cash consideration as at today’s date.

The Shares will remain subject to voluntary escrow restrictions until 14 January 2022. The Company intends to issue a cleansing prospectus in respect of these Shares for the purpose of removing on-sale restrictions in early 2022.

-Ends

Authority and Contact Details
This announcement has been authorised for release by the Board of Directors of Creso Pharma Limited.
For further information, please contact:
Investor Enquiries
Creso Pharma Limited
E: info@cresopharma.com
P: +61 (0) 497 571 532
About Creso Pharma
Creso Pharma Limited (ASX:CPH) brings the best of cannabis to better the lives of people and animals. It brings pharmaceutical expertise and methodological rigor to the cannabis world and strives for the highest quality in its products. It develops cannabis and hemp derived therapeutic, nutraceutical, and life style products with wide patient and consumer reach for human and animal health.

Creso Pharma uses GMP (Good Manufacturing Practice) development and manufacturing standards for its products as a reference of quality excellence with initial product registrations in Switzerland. It has worldwide rights for a number of unique and proprietary innovative delivery technologies which enhance the bioavailability and absorption of cannabinoids. To learn more please visit:
www.cresopharma.com
Creso Pharma offices:
Australia
Suite 5 CPC, 145 Stirling Hwy, Nedlands, WA, 6009
Switzerland
Allmendstrasse 11, 6310 Steinhausen, Schweiz Canada
59 Payzant Driver, Windsor, Nova Scotia, B0N 2TO and 50 Ivey Ln, Windsor, Nova Scotia, B0N 2TO

Forward Looking statements
This announcement contains forward-looking statements with respect to Creso and its respective operations, strategy, investments, financial performance and condition. These statements generally can be identified by use of forward-looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intends”, “believe” or “continue” or the negative thereof or similar variations. The actual results and performance of Creso could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Some important factors that could cause actual results to differ
materially from expectations include, among other things, general economic and market factors, competition and government regulation.

The cautionary statements qualify all forward-looking statements attributable to Creso and persons acting on its behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this announcement and Creso has no obligation to up-date such statements, except to the extent required by applicable laws.

Posted on

Creso Pharma’s wholly-owned Canadian subsidiary, Mernova Medicinal Inc. on track to achieve quarter-on-quarter revenue growth

Creso Pharma’s wholly-owned Canadian subsidiary, Mernova Medicinal Inc. on track to achieve quarter-on-quarter revenue growth

Highlights:

  • A$666,042 (C$612,734i) in revenue generated by Mernova during current quarter – adds to total of A$3,159,141 (C$2,979,797ii) to the year to date divisional revenue
  • Creso Pharma group revenue for the current quarter is A$1,482,477 so far – highlighting a ~28% increase on previous quarter
  • Growth expected to continue during December – additional purchase orders expected to materialise from North American and Swiss operations
  • Mernova revenue underpinned by orders from key provincial partners and ongoing sales in New Brunswick, Nova Scotia, the Yukon and Ontario, as well as a wholesaler
  • High THC content products stemming from advanced growing initiatives driving customer demand
  • Creso Pharma’s other business divisions in North America and Switzerland continue to make strong progress – ongoing growth and expansion initiatives underway

Creso Pharma Limited (ASX:CPH, OTC:COPHF, FRA:1X8) (‘Creso Pharma’ or ‘the Company’) is pleased to provide the following update on revenue growth through wholly-owned, Canadian subsidiary Mernova Medicinal Inc. (“Mernova”). During the current quarter, Mernova has generated A$666,042 (C$612,734i) in revenue, leaving the division well placed to continue quarter-on-quarter growth. Q4 CY2021 sales also add to the business division’s year to date revenue, which is A$3,159,141 (C$2,979,797i).

The recent revenue from Mernova, alongside growth from the Company’s Swiss operations (refer ASX announcement: 11 November 2021), highlights that Creso Pharma has generated A$1,482,477 during Q4 2021. This represents a ~28% increase on the previous quarter (A$1,160,723).

Mernova’s revenue has been underpinned by orders for the Company’s top-quality, indoor grown, hand trimmed, hang dried, cured, artisanal craft cannabis products, sold through both its Ritual Green and Ritual Sticks product lines. The Company has secured a number of purchase orders from key provincial partners in Nova Scotia, the Yukon, New Brunswick and Ontario. None of the purchase orders individually are material to the Company. Additional revenue has also been generated through the sale of products to a wholesale group during the current quarter.

The growth in revenue follows the implementation of advanced growing and harvesting processes, which has led to an increase in product THC content. The higher THC content product has underpinned pleasing customer demand across key operating markets for Mernova.

Management is confident that purchase orders will continue to materialise before the end of the quarter, allowing Mernova to achieve growth on previous quarter (Q3 CY2021 revenue: A$797,963).

The Company has built a robust sales pipeline and coupled with ongoing product development initiatives, Mernova remains well placed to continue its upward trajectory.

More broadly, Creso Pharma continues to achieve pleasing progress across its other key operating divisions in North America and Switzerland. Each of the Company’s operating businesses remains focused on progressing a number of initiatives, including international expansion, sales increases, and product development, which is expected to unlock a number of growth opportunities for Creso Pharma.

Commentary:

Mernova Managing Director Mr Jack Yu said: “Mernova has achieved strong sales during October and November, and we anticipate that this will continue during the remainder of the quarter. We have a number of potential purchase orders from provincial partners in the pipeline and expect these to materialise and underpin further revenue increases.

“Operationally, we remain focused on refining our growing techniques to ensure that our cannabis products continue to improve and THC content increases. This is incredibly important and will provide Mernova with a competitive advantage. We look forward to providing additional updates on purchase orders as they materialise.”

-Ends

Authority and Contact Details

This announcement has been authorised for release by the Board of Directors of Creso Pharma Limited.

For further information, please contact:

Investor Enquiries

Creso Pharma Limited

E: info@cresopharma.com

P: +61 (0) 497 571 532

About Creso Pharma

Creso Pharma Limited (ASX:CPH) brings the best of cannabis to better the lives of people and animals.

It brings pharmaceutical expertise and methodological rigor to the cannabis world and strives for the

highest quality in its products. It develops cannabis and hemp derived therapeutic, nutraceutical, and life style products with wide patient and consumer reach for human and animal health.

Creso Pharma uses GMP (Good Manufacturing Practice) development and manufacturing standards for its products as a reference of quality excellence with initial product registrations in Switzerland. It has worldwide rights for a number of unique and proprietary innovative delivery technologies which enhance the bioavailability and absorption of cannabinoids. To learn more please visit:

www.cresopharma.com

Creso Pharma offices:

ABN: 89 609 406 911

Suite 5 CPC, 145 Stirling Highway, | Nedlands, WA, 6009 | Australia

Allmendstrasse 11 | 6310 Steinhausen | Schweiz

CresoPharma.com

(ASX: CPH)

Australia

Suite 5 CPC, 145 Stirling Hwy, Nedlands, WA, 6009

Switzerland

Allmendstrasse 11, 6310 Steinhausen, Schweiz

Canada

59 Payzant Driver, Windsor, Nova Scotia, B0N 2TO and 50 Ivey Ln, Windsor, Nova Scotia, B0N 2TO

Forward Looking statements

This announcement contains forward-looking statements with respect to Creso and its respective operations, strategy, investments, financial performance and condition. These statements generally can be identified by use of forward-looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intends”, “believe” or “continue” or the negative thereof or similar variations. The actual results and performance of Creso could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Some important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition and government regulation.

The cautionary statements qualify all forward-looking statements attributable to Creso and persons acting on its behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this announcement and Creso has no obligation to up-date such statements, except to the extent required by applicable laws.

i Based on a CAD to AUD exchange rate of $1.087

ii Based on a CAD to AUD exchange rate of $1.0602

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Creso Pharma’s wholly-owned Canadian psychedelics subsidiary, Halucenex Life Sciences Inc. awarded Controlled Drugs and Substances Dealer’s Licence Amendment from Health Canada

Creso Pharma’s wholly-owned Canadian psychedelics subsidiary, Halucenex Life Sciences Inc. awarded Controlled Drugs and Substances Dealer’s Licence Amendment from Health Canada

Highlights:
• Halucenex’s Controlled Drugs and Substances Dealer’s Licence from Health Canada
(“Dealer’s Licence”) upgraded to include production and packaging amendments
• Halucenex now possesses the most extensive licence in regards to Controlled Drugs and
Substances that can be awarded by Health Canada, which is anticipated to be a major
competitive advantage – with all 5 possible licence categories now granted
• Additions to Dealer’s Licence allow Halucenex to commence manufacturing of synthetic
and botanical psilocybin and other psychedelic compounds
• Growing process and additional synthetic product formulation to commence imminently,
alongside equipment commissioning , extraction and formulation protocols
• Manufacturing and sales capacity has the potential to unlock additional revenue streams
for Halucenex through the sale of finished psilocybin product to other licence holders
• Initial discussions underway with potential customers across Canada to use Halucenex’s
products in clinical trial and R&D settings
• Subject to favourable legislation, Halucenex could be one of very few companies that can
provide finished psilocybin to patients, doctors and clinics for medical purposes
• Amendments are expected to provide significant competitive advantages and allow the
Company to broaden its scope of work
• Additional R&D, clinical trial processes, comparative studies and extraction initiatives to
progress potential product development and licencing opportunities
• Additional R&D and genetic studies anticipated to provide strong basis for product
formulation and allow Halucenex to pursue licencing and joint venture opportunities
• Studies to add to the growing body of evidence for the use of psilocybin – this is expected
to allow for ongoing data collection, strengthened IP and potential government relations
initiatives
• Amended Licence provides strong foundation for Halucenex to lodge Clinical Trial
Authorisation (“CTA”) with Health Canada
• CTA lodgement expected to occur in the coming weeks – providing a strong basis for the
Company to progress phase II clinical trial
• Phase II clinical trial to test efficacy of psilocybin on treatment resistant PTSD expected to
commence Q2 CY2022

Creso Pharma Limited (ASX:CPH, OTC:COPHF, FRA:1X8) (‘Creso Pharma’ or ‘the Company’) is pleased to advise that wholly-owned, Canadian based psychedelics company, Halucenex Life Sciences Inc. (“Halucenex”) has secured an amendment to its Controlled Drugs and Substances Dealer’s Licence from Health Canada (“Dealer’s Licence”) on 29 November 2021 (refer ASX announcement: 16 August 2021).

The amendments allow the Company to now produce, package and assemble psychedelic substances including psilocybin, ketamine, LSD, salvia divinorum, harmaline, salvinorin A, and MDMA amongst others (“Approved Controlled Substances”).

The additions follow the receipt of an initial Dealer’s Licence in August 2021, allowing Halucenex to possess, sell, transport, deliver and conduct R&D on the Approved Controlled Substances. The final amendments provide Creso Pharma with the most comprehensive approvals that can be awarded by Health Canada in relation to controlled substances.
Following the receipt of the amendments, Halucenex intends to commence the growing of its own botanical psilocybin and manufacturing of synthetic psilocybin. This will allow for detailed comparative studies, formulation testing, internal clinical trials, additional extraction opportunities and the sale of finished goods and products to other licenced dealers unlocking another potential revenue stream for the Company.

Given the supply bottleneck of psilocybin for research purposes, Halucenex is witnessing a high level of demand for both botanical and synthetic psilocybin and has fielded a number of enquiries from potential customers. Once growing and formulation processes are complete, Halucenex will be well placed to progress the sale of its products to other licenced dealers across Canada. This is expected to unlock an additional revenue stream for the Company.

Further, should the legislation regarding the use of psilocybin and other controlled substances change, Halucenex would be able to provide both synthetic and botanic psilocybin to doctors, clinics and patients for medical purposes. Halucenex will also be able to conduct more in-depth R&D on both its own botanic and synthetic psilocybin. This will include extraction studies, product formulation and genetic studies, allowing the
Company to gain a much better understanding of psilocybin-based Active Pharmaceutical Ingredients and how these can be used across multiple delivery methods.

The Company is confident that further in-house studies will add to the growing body of evidence for the use of psilocybin and may lead to potential shifts towards reimbursement from large regulatory and government bodies. The ongoing R&D will also assist Halucenex to cater specific formulations for potential licencing and joint venture opportunities.
The licence amendment will provide a strong basis for the Company to lodge its Clinical Trial Authorisation with Health Canada to progress its planned phase II clinical trial to test the efficacy of psilocybin on treatment resistant Post Traumatic Stress Disorder (PTSD).

The Company continues to work through the application and expects to lodge the application with the regulatory body in the coming weeks. The amended Dealer’s Licence will be valid until 31 August 2022 and thereafter, be subject to Health Canada’s standard licence renewal process, which in is line with Health Canada’s standard policies.

Further details on the scope of the Dealer’s Licence are set out in the Company’s release dated 16 August 2021.


ABN: 89 609 406 911
Suite 5 CPC, 145 Stirling Highway, | Nedlands, WA, 6009 | Australia
Allmendstrasse 11 | 6310 Steinhausen | Schweiz
CresoPharma.com
(ASX: CPH)

Commentary:
Halucenex CEO and Founder Mr Bill Fleming, added: “To be awarded the final components of our Dealer’s Licence from Health Canada is a major achievement for Halucenex. It follows extensive reviews of documentation and site security from the regulator, illustrating the high standard of our operations.

“The amendments provide Halucenex with the most comprehensive licence it could possibly obtain at this stage and is anticipated to unlock significant competitive advantages. We will now begin the steps towards synthetic psilocybin manufacture and botanical psilocybin growing immediately. Both of these initiatives have the potential to deliver a number of commercial and R&D benefits and will shape future
product development, clinical trials and potential licencing agreements. Further, this will allow the Company to leverage its extraction facilities and begin working towards completing our clinical trial authorisation with Health Canada.

”This development has placed us ahead of some of our competition and we look forward to expediting a number of activities to drive growth.”
-Ends

Authority and Contact Details
This announcement has been authorised for release by the Board of Directors of Creso Pharma Limited.

For further information, please contact:
Investor Enquiries
Creso Pharma Limited
E: info@cresopharma.com
P: +61 (0) 497 571 532

About Creso Pharma
Creso Pharma Limited (ASX:CPH) brings the best of cannabis to better the lives of people and animals. It brings pharmaceutical expertise and methodological rigor to the cannabis world and strives for the highest quality in its products. It develops cannabis and hemp derived therapeutic, nutraceutical, and life style products with wide patient and consumer reach for human and animal health.

Creso Pharma uses GMP (Good Manufacturing Practice) development and manufacturing standards for its products as a reference of quality excellence with initial product registrations in Switzerland. It has worldwide rights for a number of unique and proprietary innovative delivery technologies which enhance the bioavailability and absorption of cannabinoids. To learn more please visit:
www.cresopharma.com
ABN: 89 609 406 911
Suite 5 CPC, 145 Stirling Highway, | Nedlands, WA, 6009 | Australia
Allmendstrasse 11 | 6310 Steinhausen | Schweiz
CresoPharma.com
(ASX: CPH)
Creso Pharma offices:

Australia
Suite 5 CPC, 145 Stirling Hwy, Nedlands, WA, 6009
Switzerland
Allmendstrasse 11, 6310 Steinhausen, Schweiz

Canada
59 Payzant Driver, Windsor, Nova Scotia, B0N 2TO and 50 Ivey Ln, Windsor, Nova Scotia, B0N 2TO

Forward Looking statements
This announcement contains forward-looking statements with respect to Creso and its respective operations, strategy, investments, financial performance and condition. These statements generally can be identified by use of forward-looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intends”, “believe” or “continue” or the negative thereof or similar variations. The actual results and performance of Creso could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Some important factors that could cause actual results to differ
materially from expectations include, among other things, general economic and market factors, competition and government regulation.

The cautionary statements qualify all forward-looking statements attributable to Creso and persons acting on its behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this announcement and Creso has no obligation to up-date such statements, except to the extent required by applicable laws.

Posted on

Creso Pharma to enter Swiss medicinal cannabis market

Creso Pharma to enter Swiss medicinal cannabis market

Highlights:

  • Non-binding LOI secured with Innuana AG Switzerland, a licensed cannabis grower to enter the Swiss medicinal cannabis market
  • Innuana will grow medicinal cannabis based on Creso Pharma’s specifications – Creso Pharma to market to doctors and patients
  • LOI has the potential to significantly broaden Creso Pharma’s product offering for the Swiss market, with sales to add to the Company’s growing revenue profile
  • Execution of LOI follows recent Swiss law amendments providing a more favourable operating environment and highlight ongoing acceptance of medicinal cannabis
  • Initial sales focus with oncologists and oncological clinics in Switzerland – Creso Pharma will benefit from established relationships with the medical community over several years
  • Unlocks a large market opportunity for Creso Pharma –expected to be over 110,000 medicinal cannabis patients in 2022i in a market growing to $1.9Bn in value by 2028ii
  • Creso Pharma to leverage established networks with doctors and clinics in the Swiss market to drive growth
  • With the new laws, the commercial export of cannabis for medical purposes will also be permitted providing additional opportunities
  • Expansion of Swiss operations highlights the Company’s broader global scale up

Creso Pharma Limited (ASX: CPH, OTC: COPHF FRA:1X8) (‘Creso Pharma’ or ‘the Company’) is pleased to advise that it secured a non-binding Letter of Intent (“LOI”) with a licenced cannabis grower Innuana AG, Switzerland (“Innuana”) to grow and market medicinal cannabis for the burgeoning
market in Switzerland.

Innuana is focused on the research, growing, processing and production of medicinal grade cannabis. The group has been involved in cannabis cultivation, breeding and research for several years. Innuana has an established reputation in Switzerland and in October 2021, received one of the initial public
orders to grow cannabis by the local government to cover the needs of the City of Zürich in 2022 and beyond.

Both Creso Pharma and Innuana have executed the LOI agreement following recent amendments to the Swiss Narcotics Act in March 2021, which facilitates the patient access for the use of medicinal cannabis in Switzerland.

Following the change of the regulations, the cultivation, processing, production and trade of medicinal cannabis will become subject to the authorisation and control system of the Swiss agency for therapeutic products, Swissmedic. Accordingly, treatment with medicinal cannabis will no longer require an exceptional authorization by FOPH (Federal Office of Public Health)iii.

The legislative shifts will enable Creso Pharma to expand its Swiss operations and enter into the Swiss medicinal cannabis market. Under the LOI, Innuana will grow and produce medicinal cannabis products to the Company’s specifications, which Creso Pharma will sell and distribute to patients.

The initial term of the agreement is one year (“Initial Term”) and will automatically renew after one year (“Renewal Term”), unless either party notifies the other of their decision to not renew the agreement within 30 days prior to the expiry of the Initial or Renewal Term. Initial Term and Renewal
Terms are subject to termination for cause upon notice by either party, or upon failure to meet the above referenced renewal conditions. Should the parties not enter into a formal commercial agreement on or before 30 December 2022, the LOI shall automatically terminate.

Creso Pharma will bring in its medical and pharmaceutical expertise for the growing specifications, and the marketing and use of the product. Creso will also leverage its established relationships with prescribers and clinics in Switzerland to drive prescription sales growth.

Initially, Creso Pharma will focus on the Swiss market, which provides access to a potential 110,000 Swiss patients in 2022i in a market expected to grow to CHF1.3Bn (A$1.9Bn) by 2028ii. Additional expansion efforts into other countries will follow in due course.

Creso Pharma’s Director of International Operations, Mr Jorge Wernli said: “Recent regulatory shifts in Switzerland have unlocked a significant opportunity for Creso Pharma and this collaboration with Innuana marks the first step in our expansion into the Swiss prescription market.

“Healthcare professionals will now be able to prescribe medicinal cannabis products to a large range of patients and importantly this agreement will allow Creso to grow cannabis to its own specifications, utilising pharmaceutical experience and product expertise.

“Initially, we will focus on Switzerland with the medium-term objective to export the products into countries with similar opportunities.”

-Ends-

Authority and Contact Details
This announcement has been authorised for release by the Board of Directors of Creso Pharma Limited.

For further information, please contact:
Investor Enquiries
Creso Pharma Limited
E: info@cresopharma.com
P: +61 (0) 497 571 532
Enquiries can be texted to +61 (0) 497 571 532

Released through:
Ben Jarvis, Six Degrees Investor Relations: Ph: +61 (0) 413 150 448
ABN: 89 609 406 911
Suite 5 CPC, 145 Stirling Highway, | Nedlands, WA, 6009 | Australia
Allmendstrasse 11 | 6310 Steinhausen | Schweiz
CresoPharma.com
(ASX: CPH)

About Creso Pharma
Creso Pharma Limited (ASX:CPH) brings the best of cannabis to better the lives of people and animals. It brings pharmaceutical expertise and methodological rigor to the cannabis world and strives for the
highest quality in its products. It develops cannabis and hemp derived therapeutic, nutraceutical, and life style products with wide patient and consumer reach for human and animal health.

Creso Pharma uses GMP (Good Manufacturing Practice) development and manufacturing standards for its products as a reference of quality excellence with initial product registrations in Switzerland. It has worldwide rights for a number of unique and proprietary innovative delivery technologies which
enhance the bioavailability and absorption of cannabinoids. To learn more please visit:
www.cresopharma.com

About Innuana
Innuana is a GMP grade, licensed cannabis grower based in Switzerland with indoors and outdoors
growing operations. It employs upwards of 20 people and is a subsidiary of Uana Holding AG. In
October 2021, Uana Holding received an order from the city of Zürich to produce cannabis to cover its
needs. Innuana differentiates itself through its extensive strengths and skillset, including

  • Expertise in plant breeding, GMP and medical hemp know-how
  • Existing business as a basis
  • Own and rented fields including cultivation
  • Controlled cultivation areas with all required regulatory approvals
  • Technical expertise
  • Stable core team with unique expertise
  • Outstanding pioneering know-how in SGF 3 (medical cannabis)
  • Leading market recognition

Creso Pharma offices:
Australia
Suite 5 CPC, 145 Stirling Hwy, Nedlands, WA, 6009
Switzerland
Allmendstrasse 11, 6310 Steinhausen, Schweiz
Canada
59 Payzant Driver, Windsor, Nova Scotia, B0N 2TO
Canada
50 Ivey Ln, Windsor, Nova Scotia, B0N 2TO

Forward Looking statements
This announcement contains forward-looking statements with respect to Creso and its respective operations, strategy, investments, financial performance and condition. These statements generally can be identified by use of forward-looking words such as “may”, “will”, “expect”, “estimate”,
“anticipate”, “intends”, “believe” or “continue” or the negative thereof or similar variations. The actual results and performance of Creso could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Some important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors,
competition and government regulation.

The cautionary statements qualify all forward-looking statements attributable to Creso and persons acting on its behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this announcement and Creso has no obligation to up-date such statements, except to the extent
required by applicable laws.

i Berner Zeitung: “110’000 patients will soon get cannabis legally”, 18.12.2020
ii Prohibition Partners – The European Cannabis Report: 6th Edition iii Info on the amendments to the Narcotics law in Switzerland, website of the Federal Office of Public Health
(FOPH): https://www.bag.admin.ch/bag/de/home/medizin-und-forschung/heilmittel/med-anwend-cannabis/gesetzesaenderungcannabisarzneimittel.html. The information is available in German, French and Italian: https://www.bag.admin.ch/bag/en/home/gesundleben/sucht-und-gesundheit/cannabis/pilotprojekte.html.

Posted on

Red Light Holland and Creso Pharma Agree to Terminate Merger

Red Light Holland and Creso Pharma Agree to Terminate Merger

Toronto, Ontario–(Newsfile Corp. – August 30, 2021) – Red Light Holland Corp. (CSE: TRIP) (FSE: 4YX) (OTC Pink: TRUFF) (“Red Light Holland”), an Ontario-based corporation engaged in the production, growth and sale of magic truffles to the legal, recreational market within the Netherlands, announced today that Red Light Holland and Creso Pharma Limited (ASX: CPH) (FSE: 1X8) (OTCQB: COPHF) (“Creso Pharma”) have mutually agreed to terminate the previously announced definitive scheme implementation deed (the “Deed”).

Red Light Holland and Creso Pharma had originally entered into the Deed to implement a merger of the companies (the “Merger”) in June 2021. However, as a result of various impacts from the COVID-19 pandemic, including significant travel restrictions, Red Light Holland and Creso Pharma have mutually concluded that the Merger would no longer be in the best interests of their respective shareholders. As the two companies have significant operations in multiple countries across the globe, it became increasingly apparent that integration difficulties would limit the anticipated synergies from the proposed Merger. As a result, both Red Light Holland and Creso Pharma have agreed to mutually terminate the Deed, while remaining allies in their mission to provide consumers with formerly illicit and functional substances across the world, while strengthening their respective technology, innovation and applied sciences divisions.

“While we determined that a merger was no longer in the best interests of the two companies, we look forward to continuing to work closely with Adam Blumenthal and the rest of the Creso Pharma team as Red Light Holland has agreed to white-label Creso Pharma’s products and distribute them across our SR-Wholesale sales channels,” said Todd Shapiro, CEO and Director of Red Light Holland. “We are also continuing our search for other M&A opportunities as we are confident that our large cash balance puts us in a position of strength as potential progressive regulatory changes in the North American psychedelic and recreational cannabis sectors open up.”

“We respect Todd Shapiro and the entire team at Red Light Holland. Unfortunately, the geographic span of our respective businesses made a merger at this time impractical,” added Creso Pharma’s Non-Executive Chairman, Adam Blumenthal. “We look forward to working with the Red Light Holland team through our new supply arrangement.”

Red Light Holland is pleased to announce that Bruce Linton, the founder and former chief executive officer of Canopy Growth Corporation, will remain as a Chairman of Red Light Holland’s Advisory Board.

For additional information on Red Light Holland:

Todd Shapiro
Chief Executive Officer & Director
Tel: 647-204-7129
Email: todd@redlighttruffles.com
Website: https://redlighttruffles.com/

About Red Light Holland

Red Light Holland is an Ontario-based corporation engaged in the production, growth and sale (through existing Smart Shops operators and an advanced e-commerce platform) of a premium brand of magic truffles to the legal market within the Netherlands, in accordance with the highest standards, in compliance with all applicable laws.

Forward-looking statements

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking statements and information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Red Light Holland or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained in this news release. Examples of such information include statements with respect the new supply arrangement between Red Light Holland and Creso Pharma, future acquisition opportunities and expectations for other economic, business and/or competitive factors. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including the expectations regarding future investment, growth and expansion of the operations of the businesses; regulatory and licensing risks; changes in general economic, business and political conditions, including changes in the financial and stock markets; risks related to infectious diseases, including the impacts of the COVID-19 pandemic; legal and regulatory risks inherent in the cannabis and magic psychedelics industries, including the global regulatory landscape and enforcement related to cannabis and psychedelics, political risks and risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation and the interpretation of various laws regulations and policies; public opinion and perception of the cannabis and psychedelics industries; and such other risks contained in the public filings of Red Light Holland filed with Canadian securities regulators and available under Red Light Holland’s profile on SEDAR at www.sedar.com, including Red Light Holland’s annual information form for the year ended March 31, 2020.

Red Light Holland has provided forward-looking information in reliance on certain assumptions that they believe are reasonable at this time. Although Red Light Holland believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. Should one or more of the foregoing risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Red Light Holland has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The forward-looking information included in this news release are made as of the date of this news release and Red Light Holland does not undertake any obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws.