Cannara Biotech closes $6.3-million private placement

Executive Summary

• Cannara Biotech Inc. completed a strategic, non-brokered private placement of 3 million common shares to Phoenician Capital LLC at C$2.10 per share, raising gross proceeds of C$6.3 million.
• The company also announced the voting results from its Annual General and Special Meeting of Shareholders held on January 29, 2026, including the election of directors and approval of key governance plans.
• CEO Zohar Krivorot sold 333,333 secondary shares to Phoenician to offset personal tax losses, reducing his beneficial ownership from approximately 26.99% to 25.83%.

Key Details

• Private Placement Structure:
  • Investor: Phoenician Capital LLC.
  • Instrument: 3,000,000 common shares.
  • Price: C$2.10 per common share.
  • Gross Proceeds: C$6.3 million.
  • Basis: Non-brokered private placement.
  • Conditions: Subject to final acceptance of the TSX Venture Exchange (TSX-V).
  • Use of Proceeds: Working capital, strategic investments, continued capital investments into the Valleyfield facility, expanding operations, and maintaining balance sheet flexibility.
  • Premium: The issue price represents an approximately 16% premium to the closing price on Feb. 3, 2026.
  • Fees: No finders' fees or commissions were paid.
  • Hold Period: Common shares are subject to a statutory hold period of four months and one day from the date of issuance.
• Secondary Share Sale:
  • Seller: Zohar Krivorot (CEO and Chairman).
  • Buyer: Phoenician Capital LLC.
  • Quantity: 333,333 common shares.
  • Price: C$2.10 per share.
  • Purpose: To offset personal tax losses arising from the recent vesting of restricted share units (RSUs).
  • Company Proceeds: None (Company is not a party to the sale).
  • Hold Period: Subject to restrictions on transfer for four months and one day.
• Ownership Changes:
  • Pre-Transaction: Mr. Krivorot beneficially owned 25,852,540 shares (~26.99% of issued and outstanding).
  • Post-Transaction: Mr. Krivorot beneficially owns 25,519,207 shares (~25.83% of issued and outstanding), after giving effect to the private placement.
• Shareholder Meeting Results (Jan. 29, 2026):
  • Directors: All nominees listed in the management proxy circular dated Dec. 18, 2025, were elected by a majority of shareholders.
  • Auditor: MNP LLP appointed as auditor for fiscal 2026.
  • Stock Option Plan: Shareholders approved amendments to the stock option plan.
  • RSU Plan: Shareholders approved amendments to the restricted share unit plan.

Notable Quotes

• Zohar Krivorot, CEO and Chairman: "This strategic investment supports the next stages of expansion at our Valleyfield operations... Phoenician's long-term, fundamentals-driven investment approach aligns well with our strategy and governance philosophy. Their decision to invest at a premium reflects confidence in our operating model and our disciplined plan to scale."
• John Khabbaz, Founder and CIO, Phoenician Capital: "We are pleased to support Cannara at this stage of its growth... We look forward to partnering with management as the company continues to execute on its strategic objectives."