Mr. Rav Mlait reports
CANNABIX TECHNOLOGIES CLOSES NON-BROKERED PRIVATE PLACEMENT
F Cannabix Technologies Inc. has closed its previously announced non-brokered private placement financing with the issuance of 1.4 million units of the company at an issue price of 50 cents per unit for aggregate gross proceeds of $700,000. Each unit consists of one common share in the capital of the company and one non-transferable common share purchase warrant. Each warrant is exercisable into one share at an exercise price of 65 cents per share for a period of 24 months from the date of issuance, subject to the following acceleration right. If, at any time after the date of issuance of the warrants, the closing price of the shares on the Canadian Securities Exchange (or such other stock exchange on which the shares may be traded from time to time) is at or above 75 cents per share for a period of 10 consecutive trading days, the company may, within five days of the triggering event, accelerate the expiry date of the warrants by giving notice thereof to the holders of the warrants, by way of news release, and, in such case, the warrants will expire on the first day that is 30 calendar days after the date on which such notice is given by the company announcing the triggering event.
The net proceeds from the offering are intended to be used to finance manufacturing inventory and labour, general and administrative expenses (including investor relations), and unallocated working capital.
In accordance with National Instrument 45-106 (Prospectus Exemptions), the units issued under the offering were offered for sale to purchasers resident in Canada, except Quebec, the United States, or countries other than the United States and Canada in reliance on the listed issuer financing exemption under Part 5A of NI 45-106. Because the offering was completed pursuant to the listed issuer financing exemption, the units issued to subscribers in the offering are not subject to resale restrictions in accordance with applicable Canadian securities legislation.
There is an offering document dated Feb. 6, 2026, related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. This offering document contains additional details regarding the offering.
The chief executive officer of the company acquired an aggregate of 126,000 units in the offering, which participation constituted a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the units acquired by the insider, nor the consideration for the units paid by such insider exceeds 25 per cent of the company's market capitalization. As required by MI 61-101, the company advises that it expects to file a material change report relating to the offering fewer than 21 days before completion of the offering, which is necessary to complete the offering in an expeditious manner and is reasonable in the circumstances.
The company paid an aggregate of $7,360 in cash as finders' fees and issued 14,720 finders' warrants, each entitling the holder to acquire one share at a price of 65 cents for a period of 24 months from the date of issuance, subject to the acceleration clause.
An investor of the company holds a contractual participation right until May 15, 2026, in respect of equity financings by the company. The company received an executed waiver from such investor indicating that it will not exercise its participation right in connection with the offering.
We seek Safe Harbor.
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