Mr. Yoav Bar-Joseph reports

CANNIBBLE FOODTECH LTD. ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF CONVERTIBLE NOTES AND WARRANTS

Further to its press release dated March 2, 2026, Cannibble Food-Tech Ltd. has completed a non-brokered private placement for aggregate proceeds of $191,577 (U.S.) ($260,102 (Canadian)). Each unit issued pursuant to the private placement comprises: (i) $1,000 (U.S.) ($1,403.50 (Canadian)) principal amount in convertible notes; and (ii) warrants exercisable into up to 2,601,020 common shares in the capital of Cannibble, being such number of common shares having a equivalent value 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. 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 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 Canadian Securities Exchange 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 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 and is reasonable in the circumstances and it is not feasible to obtain securityholder 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 Food-Tech Ltd.

Cannibble Food-Tech 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 (artificial intelligence) 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 data sets and predictive modelling, 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.

We seek Safe Harbor.