Mr. Rav Mlait reports

CANNABIX TECHNOLOGIES ANNOUNCES NON-BROKERED LIFE PRIVATE PLACEMENT

Cannabix Technologies Inc. has arranged a non-brokered private placement for a minimum of 2,127,659 units of the company at a price of 47 cents per unit for aggregate gross proceeds to the company of $1-million and up to a maximum of 4,255,319 units for aggregate gross proceeds of $2-million.

The offering, using the listed issuer financing exemption under Part 5A of National Instrument 45-106, is scheduled to close on or about Nov. 25, 2025, 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 company plans to use the net proceeds of this financing to finance manufacturing, inventory and product marketing, general and administrative expenses (which will include funds for investor relations), and working capital purposes.

Private placement terms

Each unit will consist of one common share in the capital of the company and one-half of one non-transferable common share purchase warrant. Each whole warrant will be exercisable to acquire one share at an exercise price of 60 cents per share for a period of 24 months from the date of issuance, subject to an acceleration right.

Acceleration clause

If, at any time after the date of issuance of the warrants, the closing price of the company's shares on the Canadian Securities Exchange (or such other stock exchange on which the shares may be traded from time to time) is at or above 75 cents per share for a period of 10 consecutive trading days, in which event the company may, within five days of the triggering event, accelerate the expiry date of the warrants by giving notice thereof to the holders of the warrants, by way of news release, and in such case the warrants will expire on the first day that is 30 calendar days after the date on which such notice is given by the company announcing the triggering event and all rights of holders of such warrants shall be terminated without any compensation to such holder.

Certain insiders of the company may acquire units in the offering. Any participation by insiders in the private placement would constitute a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. However, the company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the units subscribed for by the insiders, nor the consideration for the units paid by such insiders, would exceed 25 per cent of the company's market capitalization.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the offering is being made to purchasers resident in each of the provinces of Canada, except Quebec, pursuant to the exemption. The securities offered under the exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

In connection with the offering, the company may pay finders' fees consisting of: (i) cash finders' fees of up to 8 per cent of the gross proceeds of the offering; and (ii) finders' units in an amount equal to up to 10 per cent of the number of units sold in the offering may be issued. Each finder's unit consists of one share and one-half of one warrant. Each whole warrant shall entitle the holder to purchase one share at a price of 60 cents at any time on or before that date that is 24 months after the closing date of the offering. Finders' units will be issued under the exemption and form part of the offering. Warrants underlying the finders' units will also be subject to the acceleration clause.

An investor of the company holds a contractual participation right until May 15, 2026, in respect of future equity financings by the company. The company has received an executed waiver from such investor indicating that they will not exercise their participation right in connection with the offering.

We seek Safe Harbor.