Cannara Announces Proposed Settlement of Convertible Debenture via Share Issuance

Executive Summary

• Cannara Biotech intends to settle approximately $6.2 million of indebtedness (principal $4.7 M + accrued interest $1.5 M) under its Olymbec Convertible Debenture by issuing 3,462,763 common shares at a deemed price of $1.80 per share.
• The transaction will increase Olymbec’s ownership to ~23.79 million shares (≈25% of post‑closing equity), with director Derek Stern holding an additional 376,040 shares, bringing related‑party holdings to ~24.17 million shares (≈25.47%).
• Cannara also granted Bristol Capital Ltd. 40,000 stock options at $1.80 per share as compensation for continued investor‑relations services; the options expire on April 25 2028.

Key Details

• Outstanding Debt: Approx. $6.2 M (principal $4.7 M + interest $1.5 M) under Olymbec Convertible Debenture.
• Share Issuance for Settlement: 3,462,763 common shares to be issued; 851,652 of these represent repayment of accrued interest.
• Deemed Issue Price: $1.80 per common share.
• Regulatory Conditions: Subject to TSX Venture Exchange policies and approval; reliance on MI 61‑101 exemption as transaction does not exceed 25% of market cap.
• Post‑Closing Ownership: Olymbec – 23,792,920 shares; Derek Stern – 376,040 shares; total related‑party holdings ≈24,168,960 shares (≈25.47% of outstanding common shares).
• Director Conflict: Derek Stern is a non‑independent director and holds a significant interest in Olymbec; transaction classified as a “related party transaction” under TSXV Policy 5.9.
• Option Grant to Bristol Capital Ltd.: 40,000 stock options at $1.80 exercise price; grant date April 25 2025; expiration April 25 2028; issued as consideration for investor‑relations services.
• Approval: Directors independent of the transaction have approved the Proposed Olymbec Share Issuance.

Notable Quotes

(No direct quotes were provided in the release.)