Subject: Press Release/News Attached for Distribution on Stockwatch.com
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File: Attachment Cannibble press release - financing closing - March 2026 4903-4357-1862 v. 4.pdf
CANNIBBLE FOODTECH LTD. ANNOUNCES CLOSING OF 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 11, 2026 - Cannibble Food-Tech Ltd. (CSE: PLCN) (the
"Company" or "Cannibble") is pleased to announce that, further to its press release dated
March 2, 2026, it has completed a non-brokered private placement (the "Private
Placement") for aggregate proceeds of US$191,577 (CAD$260,102). Each Unit issued
pursuant to the Private Placement is comprised of (i) US$1,000 (CAD$1,403.50) principal
amount in Convertible Notes and (ii) Warrants exercisable into up to 2,601,020 common
shares in the capital of Cannibble ("Common Shares"), being such number of Common
Shares having a equivalent value 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. 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
conversion or exercise of any other securities convertible into or exercisable for Common
Shares beneficially owned (directly or indirectly) by the holder.
The Company has relied 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 has relied 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
Company, 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 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
Cannibble Food-Tech Ltd. is a food technology company focused on the development and
commercialization of innovative food and beverage products enhanced with alternative
proteins and functional ingredients.
In the past months the Company has upgraded its food product development capabilities
and is currently working on developing an AI-powered formulation agent designed to assist
food scientists, technologists, and product developers in the creation and optimization of
food and beverage formulations. This AI agent is intended to autonomously analyze
ingredient functionality, nutritional targets, sensory profiles, regulatory requirements, and
manufacturing parameters in order to generate and optimize product formulations. The
agent is also being designed to interface with robotic manufacturing solutions capable of
producing these formulations in automated production environments.
Driven by the rapid and transformative advancement of artificial intelligence across
virtually every aspect of modern life and industry, the Company believes that AI-powered
development tools and robotics will become a central component in the future of food
innovation. By leveraging machine learning, large datasets, and predictive modeling, the AI
agent is expected to significantly shorten research and development cycles, reduce
formulation costs, and improve the efficiency and accuracy of product innovation.
In addition, the Company is developing a consumer-facing AI agent app designed to assist
end users in creating and adapting recipes based on their individual preferences and
profiles. The app is intended to personalize recipes according to a wide range of
parameters, including nutritional goals, dietary restrictions, allergies, lifestyle choices, and
taste preferences. This technology aims to provide users with tailored culinary
recommendations and optimized meal preparation solutions.
All of these technologies are being developed in-house, leveraging the extensive knowledge,
industry experience, and decades of expertise of the Company's team in food technology,
product formulation, and consumer food innovation.
In synergy with the above, the Company has also established an Innovation Division focused
on robotics and artificial intelligence solutions through strategic collaborations with
manufacturers of existing and proven technologies.
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 industrial environments. The
division is designed to provide the Company's clients with comprehensive robotics and AI
solutions in a 360-degree approach, offering a one-stop shop for automation technologies,
integration, and deployment across their operations.
On behalf of the board of directors of Cannibble:
Yoav Bar-Joseph, CEO and director
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 use of
proceeds of the financing described in this press release, the issuance of common shares in
the capital of the Company upon conversion or exercise of securities issued in the financing,
and the anticipated future operations of the Company. 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: 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.
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