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VANCOUVER, British Columbia, Nov. 07, 2025 (GLOBE NEWSWIRE) — Cannabix Technologies Inc. (CSE: BLO) (“the Company or Cannabix”) announces a non-brokered private placement of a minimum of 2,127,659 units (“Units”) of the Company at a price of C$0.47 per unit for aggregate gross proceeds to the Company of $1,000,000 and up to a maximum of 4,255,319 units for aggregate gross proceeds of $2,000,000 (“Offer”).
The Offering, utilizing the Listed Issuer Financing Exemption pursuant to Part 5A of NI 45-106 (the “Exemption”), is expected to close on or about November 25, 2025 (the “Closing Date”) and completion of the Offering is subject to certain conditions, including the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange (the “CSE”).
The Company plans to use the net proceeds from this financing to fund production, inventory and distribution, general and administrative expenses (which will include funds for investor relations) and working capital.
Conditions for private placement
Each Unit will consist of one common share in the capital of the Company (a “Share”) and one-half of one non-transferable common share purchase warrant (each whole common share purchase warrant, a “warrant”). Each whole warrant is exercisable to purchase one Share at an exercise price of $0.60 per share for a period of 24 months from the date of issue, subject to call rights.
Acceleration clause
If at any time after the date of issue of the Warrants, the closing price of the Company Shares on the CSE (or such other stock exchange on which the Shares may be traded from time to time) is or exceeds C$0.75 per share for 10 consecutive trading days (the “Trigger Event”), then the Company may, within 5 days of the Trigger Event, accelerate the expiration date of the Warrants by notice thereof. holders of warrants by press release, in which case the warrants will expire on the first day, that is, 30 calendar days after the date of the Company's delivery of such notice announcing the Trigger Event, and all rights of the holders of such warrants will terminate without any compensation to such holder.
Certain Company insiders may purchase Units in the Offering. Any participation by insiders in a private placement will constitute a “related party transaction” as defined in Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the Company expects that such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 because the fair market value of the Units subscribed to by insiders and the consideration paid for the Units by such insiders will not exceed 25% of the Company's market capitalization.
Subject to applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Offering is being made to purchasers located in each of the provinces of Canada except Quebec, pursuant to an exemption. Securities offered under the exemption are not subject to a hold period under applicable Canadian securities laws. There is an offering document (the “Offering Document”) associated with the Offering, which can be accessed under the Company's profile at: www.sedarplus.ca and on the company website at cannabixtechnologies.com Prospective investors should read this Offering Document before making an investment decision.
In connection with the Offering, the Company may pay a finder's fee consisting of: (i) a finder's fee of up to 8% of the gross proceeds of the Offer; and (ii) seeker units (“Seeker Units”) may be issued in quantities equal to up to 10% of the number of Units sold in the Offering. Each Finder unit consists of one share and one half of one warrant. Each whole warrant entitles the holder to purchase one Share at a price of C$0.60 at any time on or before that date, which is 24 months after the closing date of the Offering. Finder Units will be issued pursuant to the Release and will form part of the Offering. The warrants underlying the Finder Units will also be subject to the Acceleration Provision.
The Company's investor has a contractual right to participate until May 15, 2026 in respect of the Company's future equity financing. The Company has received a written waiver from such investor indicating that it will not exercise its right to participate in connection with the Offering.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States, nor is there any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.
We are looking for a safe harbor.
On behalf of the Board of Directors
“Rav Mlait”
General manager
Cannabis Technologies Inc.
For further information please contact the Company at: [email protected]
CSE has not reviewed and is not responsible for the adequacy or accuracy of this release.
Forward-Looking and Cautionary Statements
This press release contains forward-looking statements within the meaning of applicable securities laws. The use of any of the words “anticipate,” “plan,” “continue,” “expect,” “estimate,” “objectively,” “may,” “will,” “project,” “should,” “predict,” “potential” and similar expressions are intended to identify forward-looking statements. In particular, this press release contains forward-looking statements relating to, among other things, statements relating to the Offering (including with respect to the timing and closing of the Offering, the receipt of all necessary approvals for the Offering, expected proceeds from the Offering and the Company's intended use of proceeds from the Offering). Although the Company believes that the expectations and assumptions on which forward-looking statements are based are reasonable, undue reliance should not be placed on forward-looking statements as the Company can give no assurance that they will prove to be correct. Because forward-looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Actual results may differ materially from those currently anticipated due to a number of assumptions, factors and risks. These assumptions and risks include, but are not limited to, assumptions and risks associated with obtaining regulatory or shareholder approvals, as well as risks associated with the condition of financial markets or future metal prices.
Management has provided the above summary of risks and assumptions associated with forward-looking statements in this press release to provide readers with a more complete understanding of the Company's future performance. The Company's actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated in the forward-looking statements will occur or occur or, if any of them occur, what benefits the Company will receive from them. These forward-looking statements are made as of the date of this press release and, except as required by applicable securities laws, the Company disclaims any intention or obligation to publicly update any forward-looking statements, whether as a result of new information, future events or results or otherwise.
501-3292 Production Way, Burnaby, BC, V5A 4R4
Phone: (604) 551-7831 Fax: 604-676-2767
[email protected]
cannabixtechnologies.com
