Mr. Travis McIntyre reports

CANADABIS ANNOUNCES CLOSING OF FIRST TRANCHE OF FINANCING FOR $2.6 MILLION

Canadabis Capital Inc. has closed the first tranche of the previously announced brokered private placement of 11 per cent unsecured convertible debentures at a price of $1,000 per debenture. Closing of the first tranche consisted of the issuance of 2,620 debentures for aggregate gross proceeds of $2.62-million.

Research Capital Corp. is acting as the sole agent and sole bookrunner in connection with the financing.

The debentures bear interest at a rate of 11.0 per cent per annum from the date of issue, payable quarterly in arrears. Interest shall be paid in cash or common shares of the company at the company's sole discretion, subject to exchange approval. The debentures will mature on April 2, 2029.

The principal amount of each debenture shall be convertible, at the option of the holder, for no additional consideration, into common shares, following Aug. 3, 2025, and prior to the maturity date at a conversion price equal to 10 cents per common share, subject to customary adjustments. The debentures will be repaid in cash at the maturity date.

On and following the date that is five months from the date of issuance of the debentures, Canadabis shall have the right to either partially or fully redeem the outstanding debentures in cash at 105 per cent of the outstanding principal amount of the debenture at the time of redemption, plus accrued interest in cash, provided, however, that if the debentures are redeemed before being outstanding for six months, Canadabis shall pay the holder all accrued and unpaid interest, plus an additional amount to ensure the holder receives at least six months of interest on the principal amount being redeemed, net of any interest already paid.

The debentures will be subject to a statutory hold period of four months and one day expiring on Aug. 3, 2025. A second and final tranche of the financing is expected to close in the following week, or such date as agreed upon between the company and the agent.

Canadabis has granted the agent an option to increase the size of the financing by up to 15 per cent of the debentures, exercisable by giving written notice of the exercise of the agent's option, or a part thereof, to Canadabis at any time up to 48 hours prior to the time of closing of the second and final tranche of the financing.

Canadabis is in the process of completing a plan of arrangement with Simply Solventless Concentrates Ltd. (SSC), as more particularly disclosed in the March 12 news release. The special meeting of Canadabis shareholders to approve the arrangement has been set for April 28, 2025, and meeting materials have been filed on Canadabis's website and under Canadabis's profile on SEDAR+. The financing is not conditional upon the closing of the arrangement, nor is the arrangement conditional upon closing the financing. The indenture governing the debentures will include customary language providing that common shares of SSC shall be issued upon conversion of debentures following closing of the arrangement, with an adjustment to the conversion price of the debentures based on the exchange ratio provided in the arrangement.

In connection with the closing of the first tranche of the financing, Canadabis paid to the agent an aggregate amount equal to $140,850 consisting of the agent's fee and an advisory fee. As additional consideration for the services of the agent, on the closing of the first tranche of the financing, Canadabis granted: (i) an aggregate of 1,251,000 broker warrants to the agent; and (ii) an aggregate of 150,000 advisory warrants. Each compensation option entitles the holder thereof to acquire one common share at an exercise price equal to 10 cents for a period of 48 months following the date hereof.

A copy of the arrangement agreement is available on SEDAR+ under Canadabis's profile on SEDAR+.

About Canadabis Capital Ltd.

Canadabis Capital is a vertically integrated Canadian cannabis company. Canadabis is focused on achieving large-scale growth in the global cannabis market -- with specific attention paid to supplying the fast-emerging concentrates category through its Stigma Grow cultivation and BHO extraction facility.

We seek Safe Harbor.