Mr. Nicholas Sosiak reports

CANNARA ANNOUNCES STRATEGIC C$6.3 MILLION NON-BROKERED PRIVATE PLACEMENT PRICED AT C$2.10 PER COMMON SHARE

Cannara Biotech Inc. has completed a strategic, non-brokered private placement with Phoenician Capital LLC. Pursuant to the terms of a subscription agreement, Phoenician has agreed to subscribe for three million common shares of the company at a price of $2.10 per common share, for proceeds of $6.3-million, on a non-brokered private placement basis, subject to final acceptance of the TSX Venture Exchange.

The proceeds from the private placement are expected to be used for working capital and strategic investments, including supporting continued capital investments into the Valleyfield facility, expanding operations and maintaining balance sheet flexibility.

The issue price of the common shares represents an approximately 16-per-cent premium to the company's closing price on Feb. 3, 2026, the last trading day prior to the announcement of the private placement.

"This strategic investment supports the next stages of expansion at our Valleyfield operations," commented Zohar Krivorot, chief executive officer and chairman of Cannara. "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."

"We are pleased to support Cannara at this stage of its growth," said John Khabbaz, founder and chief investment officer of Phoenician. "Cannara has built a differentiated platform with a clear focus on operational discipline and long-term value creation. We look forward to partnering with management as the company continues to execute on its strategic objectives."

The common shares issued in connection with the private placement are subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws and the policies of the TSX-V. No finders' fees or commissions were paid in connection with the private placement.

The company further announces that Mr. Krivorot has entered into an agreement to sell, on an exempt basis, 333,333 common shares of the company to Phoenician at a price of $2.10 per common share. The company is not a party to the secondary share sale and will not receive any proceeds from the transaction, which was undertaken solely to offset personal tax losses arising due to the recent vesting of certain restricted share units in the company. The common shares sold to Phoenician under the secondary share sale are also subject to restrictions on transfer for a period of four months and one day.

Prior to completion of the secondary share sale, Mr. Krivorot beneficially owns or exercises control or direction over, directly or indirectly, 25,852,540 common shares of the company, representing approximately 26.99 per cent of the issued and outstanding common shares. Upon completion of the secondary share sale, Mr. Krivorot is expected to beneficially own or exercise control or direction over, directly or indirectly, 25,519,207 common shares of the company, representing approximately 25.83 per cent of the issued and outstanding common shares, after giving effect to the private placement.

About Phoenician Capital LLC

Phoenician Capital is an investment management firm headquartered in New York. Phoenician invests in select small-cap and mid-cap public companies globally, with a focus on high-quality growth businesses that are founder led, and where rigorous diligence and long-term ownership can support durable compounding over time.

Voting results from annual general and special meeting of shareholders

The company also announced the voting results from its annual general and special meeting of shareholders held on Jan. 29, 2026.

All of the nominees for directors listed in the company's management proxy circular dated Dec. 18, 2025, were elected by a majority of shareholders. The voting results for each nominee are detailed in an attached table.

Appointment of auditor

MNP LLP, chartered professional accountants, was appointed as the auditor of the company by a majority of shareholders for fiscal 2026. The voting results are detailed in an attached table.

Approval of stock option plan

Shareholders also approved amendments to the company's stock option plan, as described in the management proxy circular dated Dec. 18, 2025.

Approval of RSU (restricted share unit) plan

Shareholders also approved amendments to the company's restricted share unit plan, as described in the management proxy circular dated Dec. 18, 2025.

About Cannara Biotech Inc.

Cannara Biotech is a vertically integrated producer of affordable premium-grade cannabis and cannabis-derivative products for the Canadian markets. Cannara owns two megafacilities based in Quebec spanning over 1.6 million square feet, providing the company with 100,000 kilograms of potential annualized cultivation output. Leveraging Quebec's low electricity costs, Cannara's facilities produce premium-grade cannabis products at an affordable price.

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