Company Announcements

HERZLIYA, Israel and CALGARY, Alberta, Aug. 29, 2025 /PRNewswire/ -- Innocan Pharma Corporation ("Innocan" or the "Company") (CSE: INNO) (FSE: IP4) (OTCQB: INNPF) is pleased to announce that further to its press release dated July 23, 2025, it will be consolidating all of its issued and outstanding common shares ("Common Shares") on the basis of one (1) post-consolidation Common Share for each 65 pre-consolidation Common Shares (the "Share Consolidation"). The Share Consolidation represents another step towards the completion of a proposed public offering of units (the "Units") in the United States as set out in its registration statement on Form F-1 that has been publicly filed with the U.S. Securities and Exchange Commission (the "SEC") and the listing of the Common Shares on the NASDAQ Capital Market ("NASDAQ").

Each Unit will be comprised of one common share of the Company (a "Common Share") and one common share purchase warrant of the Company (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price and term in the context of the market.

Innocan has applied to list its Common Shares and Warrants on the Nasdaq Capital Market under the symbols "INNP" and "INNPW", respectively.

ThinkEquity LLC is acting as representative underwriter in the offering.

This proposed offering will be made only by means of a prospectus. Upon availability, copies of the preliminary prospectus related to the proposed offering may be obtained from ThinkEquity, 17 State Street, 41^st Floor, New York, New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov.

A registration statement relating to this offering has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This communication to the market shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About the Share Consolidation, Iris Bincovich, CEO of Innocan, stated that "we are pleased to take this step as part of our plan to complete a US public offering and NASDAQ listing".

Share Consolidation Details

At the Company's annual and special meeting of shareholders held on June 26, 2025, the Company's shareholders approved a share consolidation on the basis of one post-consolidation Common Share for up to each 100 pre-consolidation Common Shares and authorized the Board of Directors of the Company to select a lesser consolidation ratio at its sole discretion.

The board of directors has since fixed the consolidation ratio on a 65:1 basis. It is expected that the Common Shares will commence trading on a post-Share Consolidation basis on the Canadian Securities Exchange (the "CSE") on or about September 5, 2025, subject to the approval of the CSE.

Assuming the Share Consolidation is completed, the existing 292,420,157 Common Shares will be reduced to approximately 4,498,772 Common Shares, subject to adjustments for rounding purposes. No fractional shares will be issued. Any fractional interest in Common Shares that is less than 0.5 of a Common Share resulting from the Share Consolidation will be rounded down to the nearest whole Common Share and any fractional interest in Common Shares that is 0.5 or greater of a Common Share will be rounded up to the nearest whole Common Share.

Upon completion of the Share Consolidation, a letter of transmittal will be sent by mail to registered shareholders advising that the Share Consolidation has taken effect. The letter of transmittal will contain instructions on how registered shareholders can exchange their share certificates or Direct Registration System ("DRS") statements evidencing their pre-consolidation Common Shares for new share certificates or new DRS statements representing the number of post-consolidation Common Shares to which they are entitled.  

Beneficial shareholders holding their Common Shares through an intermediary may be subject to different procedures for obtaining their post-consolidation Shares. If you have questions in this regard, you are encouraged to contact your intermediary.

The Company does not intend to change its name or seek a new stock trading symbol in connection with the Share Consolidation.

About Innocan

Innocan is an innovator in the pharmaceuticals and wellness sectors. In the pharmaceuticals sector, Innocan developed a CBD-loaded liposome drug delivery platform with exact dosing, prolonged and controlled release of synthetic CBD for non-opioid pain management. In the wellness sector, Innocan develops and markets a wide portfolio of high-performance self-care and beauty products to promote a healthier lifestyle. Under this segment, Innocan focuses on advanced, targeted online sales, through its BI Sky Global Ltd. subsidiary. www.innocanpharma.com

For further information, please contact:
Iris Bincovich, CEO
+15162104025
+972-54-3012842
+442037699377
info@innocanpharma.com

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Disclaimer for Forward-Looking Information

This press release includes certain statements and information that may constitute "forward-looking information" within the meaning of applicable Canadian securities laws and/or "forward-looking statements" within the meaning of applicable United States securities laws (collectively, "forward-looking statements"). Forward-looking statements relate to future events or future performance and reflect the Company's current estimates, predictions, expectations or beliefs regarding future events and include, without limitation, statements with respect to: statements relating to the public offering of the Company's common shares; the expected timing of the Share Consolidation and the public offering; the registration and listing of the Company's common shares in the United States; the registration statement becoming effective; the SEC's review process; the sizing and pricing of the offering; the means by which the offering will be made; and the Company's business strategies. Often, but not always, forward-looking statements may be identified by the use of words such as "expects", "anticipates", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements in this press release are based upon, without limitation, the following estimates and assumptions: the Company carrying out its public offering; the Company successfully completing the SEC review process; obtaining requisite regulatory approvals; and general business, economic and market conditions.

These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Important factors that may cause actual results to vary, include, without limitation, that the Company may not carry out its public offering or complete the SEC review process. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. 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. Accordingly, readers should not place undue reliance on forward-looking statements. Readers are cautioned that reliance on such information may not be appropriate for other purposes.

The Company does not undertake to update any forward-looking statement or forward-looking information, except in accordance with applicable securities laws.

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