Ms. Iris Bincovich reports

INNOCAN PHARMA ANNOUNCES CLOSING OF ADDITIONAL DEBENTURE

Innocan Pharma Corp. has closed its previously announced offering of an additional debenture of the company to its largest shareholder, Tamar Innovest Ltd., for gross proceeds of $200,000 (U.S.). This follows the completion of the offering to Tamar Innovest of a debenture in the principal amount of $450,000 on March 11, 2026.

The debenture will bear interest at the rate of 10 per cent per annum and matures at the earlier of: (i) 12 months from the date of issuance; and (ii) the completion of the company's previously announced proposed public offering in the United States pursuant to its registration statement on F-1 filed with the U.S. Securities and Exchange Commission, as amended. The debenture is secured by the general security agreement already entered into by the parties on March 7, 2025 and related security interest filed under the laws of the Province of Alberta.

Related party transaction disclosure

Tamar Innovest currently beneficially owns and controls 765,020 common shares representing 17.00 per cent of the current issued and outstanding common shares and is an insider of the company. Tamar Innovest is managed by Ralph Bossino, a director of the company. As such, Tamar Innovest's participation in the offering constitutes a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company intends to rely on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(a) of MI 61-101, respectively, as the fair market value of the offering will not represent more than 25 per cent of the company's market capitalization as determined in accordance with MI 61-101. The offering has been approved by the directors of the company who are independent in connection with such transactions.

About Innocan Pharma Corp.

Innocan is an innovator in the pharmaceuticals and wellness sectors. In the pharmaceuticals sector, Innocan developed a CBD-loaded (cannabidiol) liposome drug delivery platform with exact dosing, prolonged and controlled release of synthetic CBD for non-opioid pain management. In the wellness sector, Innocan develops and markets a wide portfolio of high-performance self-care and beauty products to promote a healthier lifestyle. Under this segment, Innocan carries on business through its 60-per-cent-owned subsidiary, BI Sky Global Ltd., which focuses on advanced, targeted on-line sales.

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