Ms. Iris Bincovich reports

INNOCAN PHARMA ANNOUNCES BROKERED LIFE OFFERING OF UNITS FOR UP TO $3 MILLION

Innocan Pharma Corp. has entered into an agreement with Research Capital Corp. as the sole agent and sole bookrunner on a best efforts agency basis in connection with a marketed private placement offering of units of the company at a price of 30 cents per unit for aggregate gross proceeds of up to $3-million.

Each unit shall comprise one common share of the company and one purchase warrant of the company. Each warrant shall entitle the holder thereof to purchase one common share at an exercise price of 36 cents for a period of 36 months from closing (as defined herein).

The company will grant the agent an option to increase the size of the offering by up to 15 per cent of the number of units by giving written notice of the exercise of the agent's option, or a part thereof, to the company at any time up to 48 hours prior to closing of the offering.

The offering will be conducted pursuant to the amendments to National Instrument 45-106 -- Prospectus Exemptions set forth in Part 5A thereof (the listed issuer financing exemption) to purchasers resident in Canada, except Quebec. The units offered under the listed issuer financing exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws. There is an offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

The net proceeds from the offering will be used to finance the company's preinvestigational new drug meeting with the United States Food and Drug Administration regarding the human application of the company's products; the investigational new animal drug meeting with the FDA regarding the veterinary application of the company's products; and for the expansion of the company's derma-cosmetic product distribution.

The offering is anticipated to close on or about the week of Oct. 10, 2023, or such later date as the company and the agent may determine. The closing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Canadian Securities Exchange.

The company has agreed to pay the agent a cash commission equal to 8 per cent of the gross proceeds of the offering (subject to a reduction to 4 per cent for certain orders on a president's list) and will issue to the agent that number of compensation options equal to 8 per cent of the units issued under the offering (subject to a reduction to 4 per cent for certain orders on a president's list). Each compensation option will be exercisable into one unit at the same offering price and on the same terms as those issued under the offering. The company will also pay the agent a corporate finance fee based on the aggregate gross proceeds of the offering, which will be satisfied by the issuance of units at the same offering price and on the same terms as those issued under the offering.

Engagement of Hybrid Financial

The company has engaged Hybrid Financial Ltd. to provide marketing services to the company. Hybrid Financial will comply with all applicable securities laws and policies of the CSE in providing its services.

Hybrid Financial is an arm's-length entity to the company and has been engaged for the duration of the offering. The company will pay Hybrid Financial a one-time fee of $30,000 plus applicable taxes for its services.

About Innocan Pharma Corp.

Innocan is a pharmaceutical tech company that operates under two main segments: pharmaceuticals and consumer wellness. In the pharmaceuticals segment, Innocan focuses on developing innovative drug delivery platform technologies comprising cannabinoids science to treat various conditions to improve patients' quality of life. This segment involves two drug delivery technologies: (i) liposome platform technology cannabidiol-loaded liposome platform facilitating exact dosing and the prolonged and controlled release of CBD into the blood stream. The LPT delivery platform research is in the preclinical trial phase for two indications: epilepsy and pain management; (ii) CLX CBD-loaded exosomes platform that may hold the potential to provide a highly synergistic effect of regenerating and anti-inflammatory properties targeting the central nervous system (CNS). In the consumer wellness segment, Innocan develops and markets a wide portfolio of innovative and high-performance self-care products to promote a healthier lifestyle. Under this segment Innocan has established a joint venture by the name of BI Sky Global Ltd. that focuses developing on advanced targeted on-line sales.

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