Little Green Pharma Ltd ($LGP)
Earnings Call Transcript · May 22, 2026
Highlights from the call
In the reconvened general meeting held on May 22, 2026, Little Green Pharma Ltd (LGP:AU) focused on the proposed merger with Cannatrek. The key resolution, which involves the issuance of up to 713,597,312 consideration securities, was recommended for approval by the Board. The merger is set to complete on June 1, 2026, pending court approval, which could significantly impact LGP's strategic direction and market position in the health care sector.
Main topics
- Merger with Cannatrek: The Board unanimously recommended that shareholders vote in favor of the merger with Cannatrek, stating, "if Resolution 1 is not approved... the company will not be able to implement the scheme." This merger is pivotal for LGP's future growth and market expansion.
- Shareholder Approval Process: The meeting confirmed that the necessary quorum was achieved, allowing the vote on Resolution 1 to proceed. The Board emphasized the importance of this resolution for the merger's implementation.
- Future Investor Briefing: Management indicated that following the merger's completion, an investor briefing will be scheduled to discuss the new leadership structure and strategic plans. This is expected to provide clarity on future operations and synergies.
- Court Approval Timeline: The second and final court hearing for the merger is scheduled for June 1, 2026. Management expressed optimism about receiving court approval, which is crucial for the merger's execution.
Key metrics mentioned
- Consideration Securities Issued: 713,597,312 (Approval required for issuance to scheme shareholders.)
- Merger Completion Date: June 1, 2026 (Pending court approval.)
The successful passage of Resolution 1 is a critical step for Little Green Pharma as it moves towards completing its merger with Cannatrek. This merger could enhance LGP's market position and operational capabilities, but investors should monitor the upcoming court approval and integration process for potential risks.
Earnings Call Speaker Segments
David Tasker
AttendeesGood afternoon, everyone, and welcome to today's Little Green Pharma General Meeting webinar. I'm David Tasker from Chapter One Advisors, and I'll be hosting today's session. As shareholders would be aware, today's meeting is the reconvened general meeting to consider Resolution 1 relating to the proposed merger between Little Green Pharma and Cannatrek as outlined in the Notice of Meeting announced to the ASX on 23rd of March 2026. Shareholders will have the opportunity to ask questions in relation to the resolution and the resolution only when it is put to the meeting prior to voting. If people do have questions outside of that, they are free to contact the company at another time. I would like to now hand over to Little Green Pharma Chairman, Michael Lynch-Bell, to commence the meeting. Michael, over to you.
Michael Lynch-Bell
ExecutivesGood afternoon, everybody. As David said, my name is Michael Lynch-Bell. I'm the Non-Executive Chairman of Little Green Pharma Limited, and I'll preside as Chair at today's meeting pursuant to Clause 7.4(a) of the company's constitution. As David said, the meeting is the reconvened general meeting for the purpose of considering Resolution 1 of the Notice of Meeting, which was postponed from the meeting held on the 22nd of April 2026. It's past 3:30 p.m., and so it's now time to commence the meeting. As 2 shareholders are present online or by proxy, attorney or representative, I confirm that we have a quorum and the meeting is properly constituted, and so I formally declare the meeting open. Before we turn to the conduct of today's meeting, I'd like to introduce the company's Board members who are in attendance today. Dr. Neale Fong, Independent Non-Executive Director; Paul Long, our Managing Director; Executive Director, Angus Caithness; and Executive Director, Fleta Solomon. I also welcome the Company Secretary, Alistair Warren. And finally, our external counsel, Hamilton Locke, represented by James Nicholls is also present. As announced on the 14th of January 2026, LGP and Cannatrek have entered into a scheme implementation deed under which LGP proposes to acquire 100% of Cannatrek's issued capital by way of a scheme of arrangement. At the meeting held on the 22nd of April 2026, Resolutions 2a, 2b and 3 were each passed on a poll. However, consideration of Resolution 1 regarding approval of the issuance of the new LGP ordinary shares and the new LGP CV shares in connection with the scheme being the approval to issue consideration securities was postponed to today's meeting. Accordingly, at today's meeting, shareholders will be asked to consider and if thought fit, pass Resolution 1. Resolution 1 relates to one of the remaining conditions, precedent of the scheme implementation deed being the approval of the issuance of the consideration securities. Therefore, if Resolution 1 is not approved by shareholders at today's meeting, the company will not be able to implement the scheme because the company will not have been satisfied -- will not have satisfied the condition to approve the issue of the consideration securities. The Board unanimously recommends that shareholders vote in favor of Resolution 1 in the absence of an LGP superior proposal. Proxies have been received and inspected for the meeting and all those validly lodged have been accepted. The details of the proxies received will be read later when this meeting considers the resolutions. It's not my intention to read the voting exclusion statement, which may apply to the resolution. This is set out in full in the notice of meeting. As set out in the notice of meeting, voting will be conducted by way of a poll. Shareholders are required to comply with the poll form procedures as set out in the letter to shareholders. Please note that only shareholders who registered as at 5:00 p.m. on the 20th of May 2026, or their duly appointed proxies, attorneys or corporate representatives can vote on the resolution. If shareholders wish to ask a question during the meeting, I confirm that you'll be given the opportunity to ask questions of the Board as they relate to the resolution as per David's instructions at the beginning of the meeting. Please note, there will be no investor presentation at the end of the meeting. We've now come to the formal business of the meeting. I refer you to the Notice of Meeting announced 23rd of March 2026, and I'll take the notice as read. The purpose of this meeting is to consider and if thought fit, pass Resolution 1 of the Notice of Meeting announced on the 23rd of March 2026, being the approval to issue consideration securities. The valid proxy votes received for the resolutions as at the time of proxy close will now be detailed on the screen. Open votes are proxy forms have been validly completed for which no proxy has been appointed or no voting direction has been provided. As disclosed in the Notice of Meeting, I will, as Chair, vote in favor of the resolution for all open votes for which no voting direction has been provided. Before I propose the resolution, are there any questions in relation to this matter?
David Tasker
AttendeesNo questions have been received, Michael.
Michael Lynch-Bell
ExecutivesOkay. Thank you. I now propose Resolution 1 put to the shareholders that pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 713,597,312 consideration securities to scheme shareholders or their respective nominees under the scheme, on the terms and conditions set out in the explanatory memorandum. The Board unanimously recommends that shareholders vote in favor of Resolution 1 and the proxy votes received on this resolution are displayed on the screen. Are there any final questions?
David Tasker
AttendeesNo questions received, Michael.
Michael Lynch-Bell
ExecutivesThank you. I now ask all shareholders in attendance that have not already voted and wish to do so to complete their poll form in accordance with the procedures outlined in the letter to shareholders and submit the completed poll form to [email protected]. [Voting]
Michael Lynch-Bell
ExecutivesThank you. I declare the poll closed. The results of the poll will now be calculated and announced to the ASX following the close of the meeting. That concludes the formal business proceedings of today's meeting. On behalf of the Board and management, I'd like to thank you for your support. Thank you very much for your attendance, and I now declare the meeting closed. Finally, although we're not proposing to hold an investor briefing today, I'd like to provide a brief update on the merger. In short, with the passing of the shareholder vote today, the next step will be the second and final court hearing scheduled for Monday. And subject to court approval of the scheme, completion of the merger currently scheduled for Monday, the 1st of June -- is currently scheduled for Monday, the 1st of June. Promptly following completion, the company will schedule an investor briefing to introduce the new Board of Directors and leadership structure of the merged entity as well as discuss integration transition management, high-level plans for the company's future commercial and M&A strategy, expected synergies and cost savings and short, medium and long-term priorities for the merged group. The company will subsequently provide further updates and strategy following a short period of integration and development of more detailed plans. We look forward to speaking to you further then. And thank you and pass back to David. Thanks very much.
David Tasker
AttendeesThank you, Michael, and thank you, everyone, for joining the meeting today. As Michael said, there will be an opportunity in the coming weeks, subject to the completion of the proposed transaction to provide further information as detailed by Michael. But thank you, everyone, for joining, and have a great day.
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