Innocan closes $450,000 (U.S.) debenture offering

Executive Summary

• Innocan Pharma Corp. has closed a debenture offering to its largest shareholder, Tamar Innovest Ltd., raising gross proceeds of $450,000 (U.S.).
• The debenture carries a 10% annual interest rate and matures in 12 months or upon the completion of the company's proposed U.S. public offering, whichever occurs first.
• Proceeds are designated for working capital, costs associated with the New York Stock Exchange listing, and general corporate purposes.

Key Details

• Transaction Structure: Closing of a previously announced debenture offering.
• Investor: Tamar Innovest Ltd., the company's largest shareholder (owning 17.00% of issued and outstanding common shares) and managed by company director Ralph Bossino.
• Gross Proceeds: $450,000 (U.S.).
• Interest Rate: 10 per cent per annum.
• Maturity Terms: The earlier of (i) 12 months from the date of issuance, or (ii) the completion of the company's proposed public offering in the United States pursuant to its registration statement on F-1 filed with the SEC.
• Security: Secured by the general security agreement entered into on March 7, 2025, with a related security interest filed under the laws of the Province of Alberta.
• Use of Proceeds: Working capital, related costs of the New York Stock Exchange listing, and general corporate purposes.
• Regulatory Context: Classified as a related party transaction under Multilateral Instrument 61-101. The company relies on exemptions from valuation and minority approval requirements as the fair market value does not exceed 25% of the company's market capitalization. Approved by independent directors.

Notable Quotes

• "We are delighted to receive an additional investment from our largest shareholder, Tamar Innovest." — Iris Bincovich, Chief Executive Officer