Cannara Announces Strategic C$6.3 Million Non-Brokered Private Placement Priced at C$2.10 per Common Share

Executive Summary

• Cannara Biotech completed a non‑brokered private placement of 3,000,000 common shares to Phoenician Capital at C$2.10 per share, raising C$6.3 million.
• Proceeds will be used for working capital, strategic investments in the Valleyfield facility, operational expansion, and balance‑sheet flexibility.
• The release also disclosed voting results from the annual general and special shareholders’ meeting, including election of directors, appointment of auditors (MNP LLP), and approval of amendments to the stock option and RSU plans.

Key Details

• Private Placement Terms – 3,000,000 common shares subscribed at C$2.10 per share; total gross proceeds C$6,300,000.
• Pricing Premium – Subscription price represents ~16 % premium to the closing price on February 3, 2026 (the day before announcement).
• Use of Proceeds – Working capital; strategic investments in Valleyfield Facility; expansion of operations; maintaining balance‑sheet flexibility.
• Statutory Hold Period – Issued shares subject to a four‑month‑plus‑one‑day hold period under Canadian securities law and TSXV policies.
• No Finder’s Fees/Commissions – No fees paid in connection with the private placement.
• Secondary Share Sale – CEO Zohar Krivorot sold 333,333 common shares to Phoenician at C$2.10 per share on an exempt basis; proceeds go to the seller for personal tax loss offset, not to the company.
• Post‑Sale Ownership – Krivorot’s beneficial ownership expected to decline from ~26.99 % to ~25.83 % of issued and outstanding common shares after both transactions.
• Shareholder Meeting Results (Jan 29, 2026)
• Directors elected: Zohar Krivorot, Derek Stern, Donald Olds, Justin Cohen, Mary Durocher – each receiving >99.9 % of votes cast.
• Auditors appointed: MNP LLP – approved by 99.96 % of votes.
• Stock Option Plan amendments approved – 98.68 % in favor.
• Restricted Share Unit (RSU) Plan amendments approved – 98.41 % in favor.

Notable Quotes

• “This strategic investment supports the next stages of expansion at our Valleyfield operations,” said Zohar Krivorot, CEO.
• “We are pleased to support Cannara at this stage of its growth,” said John Khabbaz, Founder & CIO of Phoenician Capital.