Subject: Press Release/News Attached for Distribution on Stockwatch.com
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File: Attachment Cannibble press release - financing - February 2026 4916-6919-8225 v. 5.pdf
CANNIBBLE FOODTECH LTD. PROVIDES UPDATE ON PRIVATE PLACMENT
OF CONVERTIBLE NOTES AND WARRANTS
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
Rosh Haayin, Israel, March 2, 2026 -- Cannibble Food-Tech Ltd. (CSE: PLCN) (the
"Company" or "Cannibble") wishes to provide an update on the non-brokered private
placement of up to US$250,000 (CAD$350,875) aggregate principal amount of convertible
notes (the "Convertible Notes") together with common share purchase warrants (the
"Warrants", and together with the Convertible Notes, the "Units") previously disclosed in its
press release dated November 19, 2025 (the "Private Placement"). On November 19, 2025,
the Company obtained price protection from the Canadian Securities Exchange (the "CSE")
for the Private Placement, based on an exemption from Policy 6.7(1)(a) to issue the
Convertible Notes with a conversion price below 0.05 (due to the proposed conversion
price of the Convertible Notes being $0.01). The pricing period lapsed on January 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
US$191,577, 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 be comprised of (i) US$1,000
(CAD$1,403.50) principal amount in Convertible Notes and (ii) Warrants exercisable into
up to 3,508,750 common shares in the capital of Cannibble ("Common Shares"), being such
number of Common Shares as is equivalent to 50% of the principal amount of the
Convertible Notes. The Convertible Notes will bear interest at a rate of 15% per annum,
mature 12 months from the date of issuance, and be convertible into Common Shares at a
price of CAD$0.01 per Common Share. The Warrants will be exercisable at a price of
CAD$0.05 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 CAD$0.25 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% 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% 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 s in the best interests of the Listed
Issuer, is reasonable in the circumstances and that it is not feasible to obtain security holder
approval or complete a rights offering to existing security holders 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 a day statutory hold period in accordance with applicable securities laws.
About Cannibble
Cannibble Food-Tech Ltd. 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 robotic technologies
designed to support automation, operational efficiency, and scalable service delivery
across food service, hospitality, and industry environments.
On behalf of the board of directors of Cannibble:
Yoav Bar-Joseph, CEO and director
4916-6919-8225, v. 2
Email: yoav@cannibble.world
Tel: +1 (786) 322 6055
Cautionary Statement
Certain statements in this news release constitute "forward-looking information" under
applicable Canadian securities laws. Words such as will, plan, anticipate, believe, estimate,
expect, may, intend, and similar expressions often identify forward-looking information.
Forward-looking information in this news release includes statements related to the
completion of the financing described in this press release, the use of proceeds of the
financing, and the issuance of common shares in the capital of the Company upon
conversion or exercise of securities issued in the financing. Forward-looking information
contained herein is based on the opinions and reasonable assumptions and estimates of
management as at the date hereof and is subject to a variety of known and unknown risks
and uncertainties and other factors, many of which are beyond the control of Cannibble,
that could cause actual events or results to differ materially from those contained in the
forward-looking information. Such factors include, among other things: the risk that
Cannibble may not be able to complete the financing on the terms as described herein or at
all; operational matters; historical trends; current conditions and expected future
developments; access to future financing; as well as other considerations that are believed
to be appropriate in the circumstances, including but not limited to those described in
Cannibble's financial statements and management's discussion and analysis available on
Cannibble's SEDAR+ profile at www.sedarplus.ca. Because of such risks, uncertainties and
other factors, investors should not place undue reliance on the forward-looking information
contained herein. Cannibble does not intend to update or revise any forward-looking
information for any reason, except as required by applicable law.
4916-6919-8225, v. 2
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