Innocan arranges $200,000 (U.S.) debenture offering

Executive Summary

• Innocan Pharma Corp. is conducting a private placement of debentures to its largest shareholder, Tamar Innovest Ltd., raising gross proceeds of $200,000 USD.
• This offering follows a previous debenture issuance of $450,000 USD to Tamar Innovest on March 11, 2026, and is structured on identical terms.
• The transaction is classified as a related-party transaction under Multilateral Instrument 61-101, relying on specific exemptions from valuation and minority approval requirements.

Key Details

• Transaction Structure: Offering of debentures to Tamar Innovest Ltd.
• Gross Proceeds: $200,000 USD.
• Interest Rate: 10% per annum.
• Maturity: The earlier of (i) 12 months from the date of issuance, or (ii) the completion of the company's previously announced proposed public offering in the United States (F-1 registration statement).
• Security: Secured by the general security agreement entered into on March 7, 2025, with a related security interest filed in Alberta.
• Closing Date: Expected on or around April 1, 2026.
• Use of Proceeds: Working capital and general corporate purposes.
• Related-Party Context: Tamar Innovest beneficially owns 765,020 common shares (17.00% of issued and outstanding shares) and is managed by Ralph Bossino, a director of the company.
• Regulatory Compliance: The company intends to rely on exemptions from valuation and minority approval requirements under MI 61-101 subsections 5.5(a) and 5.7(a), as the fair market value will not exceed 25% of the company's market capitalization.
• Prior Transaction: This follows a prior debenture offering of $450,000 USD to Tamar Innovest completed on March 11, 2026.

Notable Quotes

• None provided in the text.