Chair of Rua Bioscience. Welcome to our annual shareholders meeting, and thank you for joining us online from across Aotearoa and New Zealand. It's a pleasure to be able to deliver an update on our operations over FY24 and what has been a pivotal year for the company. First, though, I'd like to call on Panapa Ehau to open our hui. Panapa.
[Foreign language] Just opened our hui this morning, acknowledging all those that have been part of Rua Bioscience from the outset, our loyal supporters and shareholders.
also acknowledging all those people that have passed within their whānau recently or are in that space at the moment, and those that are carrying illnesses within their whānau at the moment, so with that, I'll pass back to Anna to lead us through our update for the company. Mauri ora.
Kia ora, Panapa. Today's meeting is being held online via the Computershare Online Meetings platform. This allows shareholders, proxies, and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting and read the company documents associated with the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes. I'll now quickly take you through the online instructions. Excuse me. If you have a question to submit during the live meeting, please select the Q&A tab on the right half of your screen anytime. Type your question into the field and press send. Your question will be immediately submitted. Should you require any assistance, you can type your query, and one of the Computershare team will assist with the chat function and reply to your query. Alternatively, you can call Computershare on 0800 650 034.
Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting, and please also note that your questions may be moderated if we receive multiple questions on the same topic, and then amalgamate these together. In the interest of time, we'll ask all shareholders to limit their questions to a maximum of two. Voting will be conducted by way of a poll on all items of business. To provide you with enough time to vote, I will shortly open the voting for all resolutions. At that time, if you're eligible to vote at this meeting, you'll be able to cast your vote under the vote tab. Once the voting is opened, the resolutions will allow votes to be submitted. To vote, simply select your voting direction from the options shown on the screen.
You can vote for all resolutions at once or by each resolution. Your vote has been cast when the tick appears. To change your vote, simply select change your vote. You have the ability to change your vote up until the time I declare voting closed. I now declare voting open on all items of business. The resolutions will now be open in the vote tab. Please submit your votes at any time, and I'll give you a warning before I move to close voting. Supporting Rua is a very capable board of directors who possess a wealth of domestic and international business, pharmaceutical, and strategic expertise. I would like to thank them all for their steadfast mahi during the year.
I feel very grateful to be part of this incredible group of people who have all shown enormous strength and, no matter what has been thrown at them this year, have steadfastly focused on the best interests of the company. Rua's co-founder, Panapa Ehau, was appointed to the board in October 2017 and is pivotal to our important links with the Te Rāwhare community. Teresa Ciprian joined the board August 2022 and has a wealth of experience in international marketing and business development. Tony Barclay was appointed as a director in May last year and brings significant financial acumen, having been the previous CFO for Fisher & Paykel Healthcare and now holds a number if med tech directorships. Excuse me. Kale Panoho has joined Rua at the beginning of this year as a board observer. This is part of a program for aspiring Māori directors.
Kale is an entrepreneur at heart, having started multiple successful tech businesses out of the U.S. and New Zealand. It's a real win-win. Kale's learning all about governance, and we're getting amazing input for our international marketing strategies. We ensure that directors collectively have an appropriate skills required to oversee the company through key phases of business growth. The board also reflects Rua's principles of diversity and inclusion. We follow Maramataka, the Māori lunar calendar, and we set our board meeting dates accordingly. The lunar calendar highlights the connection between the phases of the moon and our well-being and gives us the best days to ensure high energy and decision-making. Just want to outline our agenda for today. I'll give you an overview of how we've honed our company strategy and our key achievements against this.
Our CEO, Paul Naske, will dive more deeply into our operational highlights and the priorities we believe will ensure we thrive into the future. Our CFO, Liam Walker, will take us through Rua's financial performance. In terms of formal business, we have two resolutions to put to the meeting: our auditor's remuneration and issues of new ordinary shares. There'll also be plenty of time for questions. I'd like to confirm that we have a quorum and that 22,530,177 valid proxies have been lodged. These proxy holders have been directed to vote more than 21,767,426 shares in favour of resolution one and 21,492,945 in resolution two. In addition, I intend to vote the undirected proxies that I hold in accordance with the board's recommendations, being in favour of the resolutions, as does my fellow director, Panapa Ehau, in respect of undirected proxies that he holds.
Thank you, everyone, for your attention so far. I'd now like to move to providing you with a brief company overview. Our journey has not been easy due to the New Zealand medicinal cannabis regulatory environment preventing us from exporting from New Zealand. We knew as a company that our goal of being export-led was critical to our success. We just needed to find a different way to deliver it. Last year, I spoke about refocusing our strategic direction and identifying where the true value was in the medicinal cannabis industry. Now, with our strategy solely focused on genetics and distribution, we have made great progress in key markets over the past 12 months. FY24 was a year of delivering on the new strategic direction and building upon the experience we have in international markets.
The year was dedicated to establishing international supply channels and ensuring a strong platform for sales growth. This has been achieved. It's no longer a proof of concept, and we have delivered more sales revenue in the first quarter of FY25 than we did in the whole of last year. We need to remind ourselves that this company is still a startup. We are only six years old in a sunrise industry. While the trajectory has been slower than expected and somewhat outside of our control, we are delivering on revenue growth. By the end of 2025, Rua will have revenue in four markets: Australia, Germany, U.K., and New Zealand. I'll give you just a brief overview of our achievements over the last 12 months at a glance. Paul Naske, our CEO, will take you through this in more detail.
We've established short-term revenue channels, which are now proven, we will ultimately fill with our unique legacy genetics. We've extended our distribution contract with Nimbus Health in Germany for an additional three years, expanding to include other European countries. We've achieved our first revenues in Australia and developed strong sales and distribution channels for a comprehensive product range. We've signed a distribution agreement with Target Healthcare in the United Kingdom. We've received approval from the Ministry of Health for two new products for the New Zealand market. We've secured agreements to undertake cultivation trials in Portugal to supply the European market. We've also signed an offtake agreement with a New Zealand export cultivator to export Rua's legacy genetics to Australia. In July of this year, we launched new dried flower products for the German and New Zealand markets.
It's incredibly encouraging to see that we are no longer a proof of concept and just filling the pipeline. We're delivering significant revenue growth. The first quarter of FY25, as I said previously, doubled that of 2024. A key challenge has been our share price. The New Zealand economy has been slow, narrowly escaping a technical recession with higher interest rates weighing on cost of living and undermining purchasing power and consumption. Legally, we can't give you any guidelines, but in general, strong earnings result in stock price moving up. This obviously is challenging for a startup company, but what I can tell you is that I am confident that with our unique strategy already delivering significant revenue growth, that we will establish ourselves as a sustainable global company. This will hopefully be reflected in investor expectations that the company is heading towards profitability.
As outlined in the 2024 annual report, Rua's net liquidity position and ongoing cash operating losses are challenging if we are to meet the company's ongoing liabilities and fund anticipated growth opportunities. I am announcing today that we will imminently be going out to the market seeking to raise NZD 3.1 million of new equity. Rua has taken critical actions to support its immediate cash flow needs. We have been laser-focused on conserving cash. We raised a small equity placement of NZD 150,000 to existing shareholders in September of this year. We also have an unconditional offer from Awa Ora Genesis Kaitiaki Harakeke Trust of Te Arar oa of NZD 1.3 million on the Gisborne manufacturing facility, which was due to settle last week, the 30th of October. The board have received assurances from the trust that they intend to complete the purchase of the property and have requested further time before settlement.
The board are now considering our legal options in this situation. We are also in parallel working with other credible parties on an alternate purchase plan in case this is needed. Managing cash flow this year has been an extraordinary journey. Because of the challenging financial climate of the last 12 months, we haven't been able to go out to market any earlier to raise cash. An upside on this, though, has been we've been able to prove that actually we are no longer a proof of concept. We're delivering. Due to the delay in settlement of the manufacturing facility last week, we have agreed a term sheet of bridging finance to support critical business commitments. I want to thank all our creditors for working with us and also our directors for deferring their fees. Everyone has done their bit to get us through this very challenging time.
Rua intends to use the cash raised through the offer to meet its ongoing cash flow requirements, as well as funding working capital and marketing activities to support our growth opportunities. This includes introducing new products into Germany and Australia and launching into the United Kingdom. The cash raised both from the building facility sale and capital raise is intended, if fully subscribed, to fund the business to a self-sustaining position. There will be a resolution later in the meeting on the issue of new ordinary shares that will allow directors flexibility should it be needed. I'll now invite CEO Paul Naske to speak.
Thanks, Anna. [Foreign language] As Anna mentioned, FY24 was about continuing with our focus strategy and setting up sales channels in key markets that we can fill with our unique genetics from Tairāwhiti, New Zealand.
As we now know, the medicinal cannabis industry in New Zealand and all of our key markets require focus, dedication, and precision to be able to deliver and create a profitable business. During the year, we established the sales pipelines into the Australian market, in particular to create a new revenue stream, and we continue to develop sales channels into the remaining three key markets. All this mahi is now coming to fruition, and as you can see in the fourth quarter sales revenue of FY25. So FY24 saw Rua continue to establish distribution channels into key markets around the world. We've taken this outward-looking approach from the very outset of the company as we realize the importance of these large markets where we can achieve scale. Importantly, also a breadth of revenue streams in different markets spreads the risk for the company going forward.
In the last financial year period, we have been laser-focused on each of these key markets, and I'll now take you through our achievements in each of them. So Germany remains the largest and most developed medicinal cannabis market in Europe, worth approximately $800 million in 2023. In the last year, the market has undergone significant growth following changes to regulations in April. This change has removed cannabis medicines from the narcotics schedule, which means doctors can more easily prescribe the medicine. This has increased demand considerably. Rua brought new products to the market in July this year, following a period of supplier and product qualifications. The product is now being very well received, and we're looking to launch an additional product this month.
In March, we extended our distribution agreement with Nimbus Health for a further three years and also took the opportunity to extend the arrangement to other EU countries. This is a move that future-proofs our European strategy as it allows Rua the opportunity to expand the footprint of its brand and distribution with a valued, competent partner. During FY24, as mentioned before, we established and consolidated our operations in Australia. In August 2023, the company took delivery of our very first product and made it available for sale throughout pharmacies in Australia. From then on, we increased our portfolio and we introduced these products to an increasing number of distributors to expand the exposure of these products to doctors, clinics, and pharmacies.
In December 2023, we appointed John Sanders to the role of Chief of Sales and Marketing based in Australia, which was a commitment to ensuring we had a deeper understanding of the local dynamics. Over the period, John reinforced the relationships and helped establish the brand in Australia. This culminated with the launch just two months ago of our first product using unique legacy genetics sourced from New Zealand. Sales of this product in Australia is a proof point of our strategy, and it is fair to say that Australia is one of the larger medicinal cannabis markets in the world at approximately AUD 400 million in value, and it is still growing. However, it is one of the easier countries in the world to export to, and consequently, there are many competing suppliers in this market.
Rua is working to differentiate itself as being one of the few New Zealand brands and one of the only brands focused on social impact as a point of difference. The U.K. is a market which holds a lot of promise for medicinal cannabis for Rua. Currently, the market is a similar size or slightly larger than the total New Zealand market, but with a population of 63 million, we expect further substantial growth in this market as awareness among doctors and patients alike increases. In FY24, Rua signed a distribution agreement with a company called Target Healthcare for the distribution of products in the U.K. market. Target is a specialist importer and distributor of non-registered medicines, which is the category that medicinal cannabis falls under.
Plans are well progressed to introduce products into the U.K. market, and we expect product to be available for sale before the end of this calendar year. Product has been manufactured already, and we expect shipment to the U.K. in the next two weeks. In parallel with the export strategy, Rua is also, of course, seeking to bring products to the New Zealand market. This market is obviously a much smaller market, but extremely important to showcase our products to the New Zealand doctors and patients. During FY24, we received approval for two new dried flower products, and it is these products which are being introduced to the New Zealand market in July and December, respectively, this year. We have another two products being assessed by the Ministry of Health currently.
We expect these could be available for sale in 2025, although this is reliant on the Ministry of Health and their timelines for approval. So those are the markets, and I now want to talk briefly about our impact program and some of the things that we're very proud of as a company. Medicinal cannabis in Aotearoa is a private payer medicine, meaning it is out of reach for many and not an option. Many patients with a genuine clinical need can simply not afford it. Our compassionate access program shares the benefits of medical cannabis with those in Tairāwhiti who are most in need. This is a program that is fully managed by Rua and funded by ourselves and others. This year, through the support of suppliers and partners in our international network, we have been able to help up to 52 patients every month in the region.
Special thanks to Schroll Medical of Denmark, Alphafarma of Malta, and Trust Tairāwhiti in our region for their support and funding to allow us to make this happen. In addition, Rua's student scholarships are designed to celebrate the aspirations of local rangatahi and help them to drive meaningful, sustainable, social, and economic impact in the communities of Tairāwhiti. In the last year, we awarded 12 scholarships, and congratulations to all of them. Since the inception of the program, we've supported 39 students from our region with the support of Trust Tairāwhiti. We continue to arrange industry exposure trips to Auckland and Wellington, as well as our own facility. The purpose of these trips is to provide thought-provoking and challenging experiences to showcase potential career pathways for rangatahi.
The visits involve our R&D partners at universities, Crown Research Institutes, and other government agencies, and specialist businesses across New Zealand. With the support of Trust Tairāwhiti and even local businesses such as Black Bee Contracting, we plan to continue working and supporting our rangatahi. Now, measurement of our greenhouse gas emissions is part of our sustainability framework, and it is being used to drive decision-making within the company. In FY24, our external auditor, MyImprint, completed a full greenhouse gas emissions report. This is now the third year that Rua has been measuring greenhouse gas emissions, and we continue to make improvements both in our emissions but also in our accuracy of reporting. Our Scope 1 and 2 emissions, which are our more direct emissions from our company, have reduced 20% year on year.
Challenges remain, however, with our Scope 3 emissions, which are emissions that we indirectly contribute to through the purchasing of goods and services. On a comparable like-for-like comparison, Scope 3 emissions did reduce year on year. However, this is the first year that we measured the contribution of our purchased products, which contribute significantly now to Scope 3 emissions. Further measuring and monitoring will ensure Rua works to reduce overall emissions over time. So as we look forward to the remainder of FY25, we have solid plans in place, and we are confident of revenue growth and expect to be upwards of NZD 3 million in revenue and customer revenue. Our legacy genetics in Australia have been recently launched, and we expect to have these in Germany during 2025.
In addition, we also have a new product to be launched in Germany at the end of this month, which we believe will be well accepted alongside our current product. In New Zealand, we will be launching a new product at the end of this month, which we are expecting to be well received also from the inquiries that we have already received. And finally, as mentioned, we will be bringing products to the new market of the U.K. We expect to have our first product in this market before Christmas, and this marks the beginning of what we think will be strong growth over time. By the end of the calendar year, we will have revenue streams in four key markets. This is significant and rewarding as these pipelines allow the platform to market Rua's unique brand proposition consistently into these markets and spreading risk for our investors.
I'll now hand you over to Liam Walker, our CFO, to give you a summary of Rua's financial results.
Thanks, Paul. Let's talk about Rua's year from a financial results perspective. Rua's loss before tax for the year to 30th of June 2024 was NZD 13.7 million. This loss was in line with expectations and was primarily due to one-off impairments to goodwill, supplier contracts, and other assets. If we exclude the impairment of assets and the fair value gain as a result of the reduction in the payment liability to existing shareholders in FY23, then Rua's loss for FY24 was NZD 4.5 million in comparison to NZD 6.2 million in FY23. Revenue from customers dropped to NZD 86,000 for FY24 as we awaited re-entry into the German market and started to grow our presence in Australia.
In terms of our balance sheet, Rua's total assets were NZD 7.74 million, with total liabilities of NZD 0.97 million, resulting in net assets of NZD 6.77 million at year-end. The company has cash on hand at the end of the year of NZD 0.9 million, and net sale proceeds expected from the sale of the Gisborne manufacturing facility of circa NZD 1.25 million. With the growth plans into new markets over the coming financial year and working capital requirements to fund this growth, the company will require new capital to achieve this. In terms of where the cash was spent, a full financial year under the capital light model has resulted in a drop in cash outflows to NZD 3.74 million, down from NZD 5.92 million in FY23. Net cash inflows from investing activities dropped to NZD 2.21 million, down from NZD 6.67 million in FY23.
This was due to a lower level of funds being taken from investments to fund operating expenditure during the year. Net cash outflows from financing activities, mainly relating to the company's lease commitments, have dropped as the lease commitments for the company have reduced. Over the past two years, we have successfully reduced our rolling 12-month average overheads from over NZD 600k per month in June 2022 to NZD 334k in June 2024. This significant decrease is a clear indication that our capital light strategy is yielding positive results. By focusing on optimizing our operational efficiencies and minimizing unnecessary expenditures, we have been able to streamline our processes and reduce costs substantially. This strategic approach not only enhances our financial stability but also positions us for sustainable growth in the future.
With the relaunch into Germany and New Zealand markets post-year-end, we have seen significant growth in our sales, with Q1 almost tripling the entire FY24 sales. This was a great result given product really only re-entered the German market at the end of July. All regions have shown growth in sales month-on-month in FY25, and we look forward to this continuing as new products and new markets open up throughout FY25. I will now pass you over to our chair, Anna, to open the floor for questions.
Thank you, Paul and Liam. We'll now take questions specifically relating to the presentations. Please send your questions in via Q&A tab on the right half of your screen. Just type into the field and press Send. In the interest of time, I'll remind you again that we ask you to limit yourself to two questions.
We will, of course, accept further questions via email after the meeting. Nothing coming through? Nothing coming through. Okay. Okay. If there are no questions in regard to the presentations, we'll now consider the resolutions, which I trust you've had time to review. We have two resolutions to put to the meeting: that the board be authorized to fix the auditor's remuneration and that the board be authorized to issue new shares. So resolution one, that the board is authorized to fix the auditor's remuneration. Note that PricewaterhouseCoopers is automatically reappointed as auditor under section 2071 of the Companies Act 1993. This resolution authorizes the board to fix the fees and expenses of the auditor under section 207S of the Companies Act 1993. I'll now take any questions on resolution one. Nothing coming through? Yeah, we've got three questions. Three questions. Nothing's coming through, Charles.
Do you want to maybe read them out? We can hear you.
Okay. Can the people hear? I don't know. The first question: How confident are you that you can become cash flow positive in the next year?
Okay. So this is coming back to questions from the presentation. So I think what we've said during the presentation is that we intend to be cash flow positive if the sale of the facility goes through and we have a successful cap raise by early FY26. Paul, do you want to comment on that?
Yeah. No, I just concur that it's in the FY26 year, not the FY25 year that will be planned to be cash flow positive. Yeah. Yeah.
We have a second question here from Sean Ashby. What can you do to ensure the ongoing confidence and support of disappointed shareholders?
Clear communication about our strategy and our plans. As we've put in this presentation, our focus on getting sales and revenue up. Everyone knows in the New Zealand medicinal cannabis industry it has taken a lot longer than anyone expected at the beginning of our investment journey many years ago. It has taken a long time. We are making progress, and we can just assure shareholders we are absolutely focused on sales revenue. It is going up, and by the end of this year, we'll be in four markets with revenue. We are just going to be communicating our successes along the way.
We have another question here from Sean Ashby. What is the total loss in value on the manufacturing facility?
How would you answer that, Liam?
Yeah. I think that was disclosed in the annual report.
Off the top of my head, I can't recall the exact figure.
We can get back to Sean.
We can get back to you, Sean, on that figure with an exact number for you.
Yeah. Sean has a question which is similar to others. What can you do to ensure the ongoing confidence and support of disappointed shareholders?
[crosstalk] and this isn't so much a question. It is hard to. It's from Sean Ashby. It is hard to believe that the board has the ability to restore value to the company when you track its performance,
so it's more just a statement from Sean?
Just more of a statement. Yeah.
Can you just say the statement again, Charles? Sorry.
It is hard to believe that the company has the ability to restore value to the company when you track its performance.
Okay.
I can comment on it. So I think it's a good statement, but the board truly believes in the future of this company. I think the change in our strategy 12-18 months ago, where we moved to a capital light approach, we're utterly delivering on that. So we've heard from the financials that actually we had less loss this year compared to previous year because of our capital light approach. And we've seen already in the first quarter of FY25 that we had more sales this quarter than the whole of last year. So everything is on the upturn. But I agree, it's taken a long time, but we are 100% focused on delivering. Those are any questions I have. Okay. Cool. There will be time at the end of this to obviously ask any more questions.
So going back to resolution one, that if—and no questions have come through from that, Charles, from resolution one, so all about the presentation. If you haven't already, please cast your vote on resolution one. We will now move to resolution two, that the board are authorized to issue new shares, up to 37,311,522 shares of the existing shares at a price of not less than NZD 0.03 per share at any time during the next 12 months. I'll now take questions on resolution two. Let's refresh. No questions on resolution two? I can just go back to the previous slide. Thank you. So if there are no questions, I'll ask shareholders, if you haven't already, to cast your vote on resolution two. And I'll also just check here, do we have any further general business questions that have come through as we'll take these questions now?
I have some coming through. I'll read those out. The arbitrary decision to restrict shareholders to only asking two questions is unconstitutional and outside of the company's constitution and further reiterates the inept management of Rua. This is also reflected in the repeated call for further capital injection and brings into question the long-term solvency of the company.
I think every ASM I attend, on every board I sit on, questions because of timing are limited to two. And what we always say is, "Please send emails to us, and we will obviously answer any further questions if we run out of time." But if this person has questions, we would obviously, we have time now to listen to them.
What portion of your products and markets need a doctor's prescription as opposed to just being able to buy the product, and how competitive are the markets you are in?
So, 100% of our products need a prescription, and I'll get Paul to answer that.
Yeah. So, of the markets that we're currently in today, New Zealand, Germany, and Australia, they've all got their own unique dynamic in terms of competitiveness. Each market's got slightly different regulations. And it suffices to say that, yeah, medicinal cannabis is a competitive market in all of them. Currently, as we mentioned, Germany is a very strong demand at the moment and growing because of the changes to the regulations up there. And as mentioned, Australia's a lot more competitive because of, without getting into the detail, it's all about their regulations, which allow an influx of products. So, each market's got its own dynamics. They're all very competitive.
But I think in the strategy that we are adopting, we are very focused on a sort of a coherent brand across all those markets, talking to our story, our origin story, and our social impact, and differentiating ourselves in each of those markets. So yes, it's competitive, but we have a plan to differentiate.
Okay. How likely is it that the share offering will be fully subscribed?
Paul, you want to comment?
To be honest, we hope shareholders get on board once they see the offer. We are making progress, and we hope it's fully subscribed, but only time will tell.
I'll just double-check and refresh. I'm happy with the substance. Everything's been asked.
Okay. Great. Thank you.
I think just also in regard to that last question on whether what happens if we aren't fully subscribed. I think the question is whether shareholders are confident in our strategy. The strategy that we have is being delivered upon, which is evidenced by our sales increase and repeat business in our current three markets. I think if shareholders look at the fundamentals of our strategy and the growing global demand for medicinal cannabis, then I'm confident in the capital raise. If there's no further questions, I'll call Rua's annual shareholders meeting to a close. On behalf of the board, thank you to our staff and shareholders and partners for all your support throughout FY24. While the year was overall a very positive one for Rua, there have been many challenges for the communities of Tairāwhiti.
The team wish to acknowledge the people of the East Coast who have shown resilience and fortitude in the face of many severe weather events. I'm sorry. This is actually the wrong slide. Apologies. There is a wrong slide there. I'll just take it from my notes. I'm not sure why the wrong slide has popped up the notes onto that one, I think. On behalf of the board, thank you to our shareholders and partners for all your support throughout FY24. I'd especially like to recognize how extremely hard the Rua team have worked, led by our very capable and resilient CEO, Paul Naske. You've all delivered significant commercial milestones. It's incredibly encouraging to see we are no longer proof of concept and just filling the pipeline. We're delivering significant revenue growth.
Our focus is now to accelerate our sales growth and increase our market share as fast as possible. Thank you for attending online today, and I will now hand over to Panapa to formally close the meeting. Panapa.
Oh, God. You seem to be muted.
Panapa, you're on mute.
Thank you, and just before I do close, I do want to acknowledge all the shareholders that we do have that came on to support the company over the years. When we did begin this journey, from the outset, it was always about having an intergenerational company that was able to deliver to both shareholders and community. And so as we embark and are ongoing on this journey, as our chair and our CEO have outlined, we are well and truly on the pathway to do that.