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

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

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CALGARY, AB, April 2, 2025 /CNW/ - CanadaBis Capital Inc. ("CanadaBis") (TSXV: CANB) is pleased to announce that it has closed the first tranche of the previously announced brokered private placement of 11% unsecured convertible debentures (the "Debentures") at a price of $1,000 per Debenture (the "Financing"). Closing of the first tranche consisted of the issuance of 2,620 Debentures for aggregate gross proceeds of $2,620,000.

Research Capital Corporation is acting as the sole agent and sole bookrunner in connection with the Financing (the "Agent").

The Debentures bear interest at a rate of 11.0% per annum from the date of issue, payable quarterly in arrears. Interest shall be paid in cash or common shares of the Company ("Common Shares") at the Company's sole discretion, subject to Exchange approval. The Debentures will mature on April 2, 2029 ("Maturity Date").

The principal amount of each Debenture shall be convertible, at the option of the holder, for no additional consideration, into Common Shares, following August 3, 2025, and prior to the Maturity Date at a Conversion Price equal to $0.10 per Common Share (the "Conversion Price"), subject to customary adjustments. The Debentures will be repaid in cash at the Maturity Date.

On and following the date that is five (5) 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% 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 (6) months, CanadaBis shall pay the holder all accrued and unpaid interest, plus an additional amount to ensure the holder receives at least six (6) 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 August 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 (the "Agent's Option") to increase the size of the Financing by up to 15% 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 Release (the "Arrangement"). 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' website and under CanadaBis's profile on SEDAR+ at www.sedarplus.ca. 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 (together, the "Compensation Options"). Each Compensation Option entitles the holder thereof to acquire one Common Share at an exercise price equal to $0.10 for a period of 48 months following the date hereof.

A copy of the arrangement agreement is available on SEDAR+ under CanadaBis' profile at www.sedarplus.ca. 

ABOUT CANADABIS CAPITAL LTD.

CanadaBis Capital Inc. is a public CanadaBis (TSXV: CANB) is a vertically integrated Canadian cannabis CanadaBis focused on achieving large-scale growth in the global cannabis market – with specific attention paid to supplying the fast-emerging concentrates category through their Stigma Grow cultivation and BHO extraction facility.

For more information regarding CanadaBis, please see www.canadabis.com and www.stigmagrow.ca. 

Notice on Forward Looking Information

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include but are not limited to statements with respect to the timing of the closing of any subsequent tranche of the Financing, the total proceeds to be raised pursuant to the Financing, and the completion of the proposed Arrangement. These statements while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward- looking statements. Such factors include, but are not limited to: receipt of regulatory approvals including the TSX Venture Exchange or delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Although CanadaBis has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. CanadaBis does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE CanadaBis Capital Inc.