Cannara Biotech to issue 3.46 million shares for debt

Executive Summary

• Cannara Biotech proposes to settle approximately $6.2 million of convertible debenture debt to Olymbec Investments by issuing 3,462,763 common shares at a deemed price of $1.80 per share.
• The transaction will increase Olymbed’s ownership to ~23.8 million shares (≈25% of post‑closing equity) and is being undertaken under TSX‑V exemptions without minority shareholder approval.
• Separately, Cannara granted Bristol Capital Ltd. 40,000 stock options at $1.80 per share as compensation for continued investor‑relations services; the options expire on 2028‑04‑25.

Key Details

• Debt Settlement:
• Total indebtedness to be settled: ~ $6.2 M (principal $4.7 M + accrued interest ~$1.5 M).
• Original debenture principal: $5.7 M; $1 M repaid on 2025‑06‑18, leaving $4.7 M outstanding.
• Settlement via issuance of 3,462,763 common shares at a deemed price of $1.80 per share.
• Share Allocation:
• 851,652 shares represent repayment of accrued interest; remaining shares settle principal.
• Post‑closing Olymbec will hold 23,792,920 common shares.
• Derek Stern (non‑independent director) will personally hold 376,040 shares.
• Combined direct/indirect holdings: 24,168,960 shares ≈ 25.47 % of post‑closing issued and outstanding common shares.
• Regulatory & Approval:
• Transaction subject to TSX‑V policies and requires TSX‑V approval.
• Approved by independent directors; reliance on MI 61‑101 exemption as transaction value < 25 % of market cap.
• Related Party Considerations:
• Recognized as a related‑party transaction under TSX‑V Policy 5.9 and Multilateral Instrument 61‑101.
• Option Grant to Bristol Capital Ltd.:
• 40,000 stock options granted on 2025‑04‑25; exercise price $1.80 per share.
• Options expire 36 months later (2028‑04‑25).
• Granted as consideration for investor‑relations services; Bristol and affiliates hold no equity interest in Cannara.

Notable Quotes

No direct quotes were provided in the release.