Mr. Yoav Bar-Joseph reports

CANNIBBLE FOODTECH LTD. PROVIDES UPDATE ON PRIVATE PLACEMENT OF CONVERTIBLE NOTES AND WARRANTS

Cannibble Food-Tech Ltd. has provided an update on the non-brokered private placement of up to $250,000 (U.S.) ($350,875 (Canadian)) aggregate principal amount of convertible notes, together with common share purchase warrants, previously disclosed in its press release dated Nov. 19, 2025. On Nov. 19, 2025, the company obtained price protection from the Canadian Securities Exchange for the private placement, based on an exemption from Policy 6.7(1)(a) to issue the convertible notes with a conversion price below five Canadian cents (due to the proposed conversion price of the convertible notes being one Canadian cent). The pricing period lapsed on Jan. 3, 2026. During that period, the company obtained subscription documents and funds from several investors but did not complete the private placement, in anticipation of an additional investor. The company now wishes to complete the private placement for an aggregate of $191,577 (U.S.), being the proceeds raised from the investors that had provided commitments during the period for which price protection applied. It is currently anticipated that closing of the private placement will take place on March 9, 2026.

Each unit issued pursuant to the private placement will comprise: (i) $1,000 (U.S.) ($1,403.50 (Canadian)) principal amount in convertible notes; and (ii) warrants exercisable into up to 3,508,750 common shares in the capital of Cannibble, being such number of common shares as is equivalent to 50 per cent of the principal amount of the convertible notes. The convertible notes will bear interest at a rate of 15 per cent per annum, mature 12 months from the date of issuance, and be convertible into common shares at a price of one Canadian cent per common share. The warrants will be exercisable at a price of five Canadian cents per common share for a period of five years from the date of issuance.

In the event that the trading price of the common shares exceeds 25 Canadian cents at any time prior to the maturity date of the convertible notes, the company will be able, at its option, to: (i) force conversion of any outstanding balance under the convertible notes into common shares; or (ii) buy back from the holders the outstanding balance under the convertible notes (inclusive of principal and unpaid accrued interest) at two times such amount at that time.

Without the consent of a holder, any issuance by the company of common shares issuable on conversion of the convertible notes or exercise of the warrants will not be effective if the issuance of common shares would result in the holder (and any person acting in combination or in concert with the holder) holding greater than 9.99 per cent of the outstanding common shares after giving effect to the issuance of such common shares and the convertible or exercise of any other securities convertible into or exercisable for common shares beneficially owned (directly or indirectly) by the holder.

The company will rely on the exception set out in Section 4.6(2)(b) of CSE Policy 4, Corporate Governance, Security Holder Approvals and Miscellaneous Provisions, from the requirement to obtain shareholder approval for the private placement whereby the company may, assuming the conversion of the convertible notes and the exercise of the warrants, issue more than 100 per cent of its issued share capital on a fully diluted basis. The company is relying on the exception from shareholder approval on the basis that: (i) the company is experiencing serious financial difficulty; (ii) the company has reached an agreement to complete the private placement; (iii) no related persons (as defined in CSE Policy 1) will participate in the private placement; and (iv) the private placement has been approved by a majority of the company's independent directors, and the independent directors have determined that the private placement is in the best interests of the listed issuer, is reasonable in the circumstances, and it is not feasible to obtain securityholder approval or complete a rights offering to existing securityholders on the same terms as the private placement.

The proceeds from the private placement are expected to be used to settle outstanding debts owed to suppliers and for working capital. No commissions, broker fees or related party transactions were involved in this placement.

All securities issued in connection with the private placement will be subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws.

About Cannibble Food-Tech Ltd.

Cannibble is a food technology company focused on the development of food and beverage products enhanced with alternative proteins and functional ingredients. In addition, the company has established an innovation division focused on robotics and artificial intelligence solutions. This division leverages the company's existing relationships within the food service, hospitality and service industries and is engaged in the marketing and commercialization of AI-enabled (artificial intelligence) robotic technologies designed to support automation, operational efficiency and scalable service delivery across food service, hospitality and industry environments.

We seek Safe Harbor.