CANN-IS Capital signs definitive agreement with Exiteam Capital and Quark Investments

Canada NewsWire

TORONTO , Aug. 7, 2026 /CNW/ -- Cann-Is Capital Corp. (NIS.P) (the " Corporation " or " Cann-Is "), a "capital pool company" pursuant to the policies of the TSX Venture Exchange (the " TSXV " or the " Exchange ") is pleased to announce that it has entered into a definitive securities exchange agreement dated August 6, 2026 (the " Definitive Agreement ") with Exiteam Capital Partners Ltd. (" Exiteam "), Quark Investments Ltd. (" Quark "), the securityholders of Exiteam and the securityholders of Quark in furtherance of the Corporation's proposed Qualifying Transaction (as defined in the CPC Policy (as defined below)) (the " Proposed Transaction ").

THE PROPOSED TRANSACTION

Pursuant to the Definitive Agreement:

immediately prior to closing of the Proposed Transaction, some of the outstanding convertible loans of Exiteam (the " Exiteam Convertible Loans may be converted, in accordance with their terms, into ordinary shares of Exiteam (the " Exiteam Shares "); and

the Corporation shall acquire all of the issued and outstanding Exiteam Shares, and the issued and outstanding shares of Quark (the " Quark Shares ") by way of a securities exchange.

It is intended that the Proposed Transaction will constitute a reverse take-over of the Corporation by Exiteam and Quark, as the former shareholders of Exiteam and Quark will own, assuming completion of the Private Placement (as defined below) and all of the Exiteam Convertible Loans being converted, approximately 92.54% of the outstanding common shares in the capital of the Corporation (the " Cann-Is Shares ") (on an undiluted basis). The Corporation following the completion of the Proposed Transaction is herein referred to as the " Resulting Issuer ".

The Proposed Transaction will constitute the "Qualifying Transaction" of the Corporation as such term is defined in Policy 2.4 – Capital Pool Companies (the " CPC Policy ") of the TSXV, subject to TSXV acceptance. The Corporation expects to be classified as a Tier 2 Industrial/Investment Issuer upon closing of the Proposed Transaction and it is anticipated that the Cann-Is Shares will trade on the Exchange under the stock symbol "EXT". The Cann-Is Shares will remain halted pending receipt and review of acceptable documentation regarding the Qualifying Transaction pursuant to the CPC Policy. No finder's fees will be payable in connection with the Proposed Transaction or the Private Placement.

To the knowledge of the directors and executive officers of the Corporation, only Yaor Investments Ltd. (" Yaor ") (an entity controlled by Mr. Ronnie Jaegermann) currently beneficially owns, directly or indirectly, or exercises control or direction over more than 10% of the Cann-Is Shares.

To the knowledge of the directors and executive officers of Exiteam, the following persons currently beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the Exiteam Shares: (a) Shirhan YG Investments Ltd. (" Shirhan ") (an entity controlled by Mr. Ronnie Jaegermann); and (b) Contact Light Technology Ltd. (" Contact Light ") (an entity controlled by Yehezkel Sasson).

To the knowledge of the directors and executive officers of Quark, only Avihai Mazor currently beneficially owns, directly or indirectly, or exercises control or direction over more than 10% of the Quark Shares. Avihai Mazor currently controls 95% of the outstanding Quark Shares.

Each of Shirhan, Contact Light, and Avihai Mazor are expected to qualify as a Principal and Insider (as such terms are defined in the policies of the TSXV) of the Resulting Issuer following closing of the Proposed Transaction, as it is anticipated that they will hold more than 10% of the outstanding Resulting Issuer Shares (as defined below).

Since Ronnie Jaegermann is a Control Person (as such term is defined in TSXV Policy 1.1 - Interpretation ) of both the Corporation and Exiteam, the Proposed Transaction constitutes a Non-Arm's Length Qualifying Transaction pursuant to the definition of such term in the CPC Policy and is a Related Party Transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). Consequently, the Proposed Transaction requires Majority of the Minority Approval pursuant to the definition of such term in the CPC Policy, and a meeting of the shareholders of the Corporation is required as a condition to the completion of the Proposed Transaction (the " Cann-Is Meeting ").

For additional clarity, and as described above, Ronnie Jaegermann's holdings in the Corporation are held entirely through Yaor, and he controls 29.99% of the outstanding Cann-Is Shares as of the date of this news release. Ronnie Jaegermann's holdings in Exiteam are held entirely through Shirhan, and he controls 42.06% of the outstanding Exiteam Shares as of the date of this news release. Ronnie Jaegermann is also the Chief Executive Officer and Chief Financial Officer of the Corporation and a director and officer of Exiteam.

In connection with the requirement for minority shareholder approval, Cann-Is will file an information circular (the " Information Circular ") on its issuer profile on SEDAR+ ( www.sedarplus.ca ), which will contain a non-offering prospectus as an appendix thereto (the " Non-Offering Prospectus "). Additional details regarding the Cann-Is Meeting will be available in the Information Circular that is expected to be delivered to shareholders of Cann-Is in respect of the Cann-Is meeting. In addition to and in connection with the Proposed Transaction, other matters requiring shareholder approval to be approved at the Cann-Is Meeting include the change of name of the Corporation, the election of the directors of Cann-Is, and amendments to the security based compensation plan.

The Non-Offering Prospectus will be filed with the Ontario Securities Commission, and will provide comprehensive details regarding the Proposed Transaction, Cann-Is, Exiteam, Quark, and the Resulting Issuer. The Corporation is relying on the exemption from the formal valuation requirement provided in section 5.5(b) of MI 61-101, which is available because the Cann-Is Shares are listed on the Exchange.

Following the completion of the Proposed Transaction, the conversion of all Exiteam Convertible Loans, and the Private Placement (collectively, the " Transactions "), there will be 69,974,919 common shares of the Resulting Issuer (" Resulting Issuer Shares ") outstanding, and 520,000 Resulting Issuer Shares will be reserved for issuance pursuant to convertible securities of the Resulting Issuer. The following table summarizes the proposed pro forma capitalization of the Resulting Issuer following completion of the Proposed Transaction, the conversion of all Exiteam Convertible Loans, and the Private Placement:

(1) Assumes completion of the maximum amount of the Private Placement. (2) Assumes the conversion of all Exiteam Convertible Loans.

PRIVATE PLACEMENT

In conjunction with the Proposed Transaction, Exiteam anticipates completing a non-brokered private placement (the " Private Placement ") of Exiteam Shares (the " Private Placement Shares ") at $0.40 per Private Placement Share, for aggregate gross proceeds of up to $5,000,000. The minimum amount to be raised under the Private Placement shall be $2,000,000. Each Private Placement Share will, following the completion of the Proposed Transaction and the satisfaction of certain escrow release conditions, entitle the holder to receive, without the payment of additional consideration or taking of further action, one Resulting Issuer Share.

The following table sets out the proposed principal uses of funds by the Resulting Issuer, after giving effect to the Proposed Transaction and assuming completion of the Private Placement:

(1) Assumes completion of the maximum amount of $5,000,000 raised under the Private The balance is reserved for future investments.

ABOUT EXITEAM

Exiteam was incorporated under the laws of Israel in 2021. Exiteam is an Israeli-based financial consulting company dedicated to advising high-potential Israeli technology businesses with strong global growth prospects on how best to raise capital and go public on Canadian stock exchanges. Exiteam's mission is to provide its shareholders with diversified exposure to Israeli's innovation ecosystem while supporting portfolio companies in achieving sustainable growth through the Canadian capital markets. Exiteam invests its own capital in selected companies and complements this with fundraising from global investors. In addition, Exiteam provides a full range of strategic support services including business development, corporate governance and financial strategy.

ABOUT QUARK

Quark was incorporated under the laws of Israel in 2000. Quark is an Israeli-based financial consulting company dedicated to advising high-potential Israeli technology businesses with strong global growth prospects on how best to raise capital and go public on Canadian stock exchanges. The company focuses on supporting private and public companies throughout various stages of their growth, with particular emphasis on financing transactions, investor engagement and capital markets-related processes. Since its incorporation, Quark has provided advisory and consulting services in connection with private capital raises, public market transactions and corporate finance initiatives. Quark operates as an advisory platform and does not act as an investment fund, underwriter or licensed portfolio manager, nor does it hold or manage client funds.

ABOUT CANN-IS

Cann-Is was incorporated under the Business Corporations Act (Ontario) and is a "capital pool company" governed by the policies of the Exchange. Cann-Is' principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. Investors are cautioned that trading in the securities of a "capital pool company" should be considered highly speculative.

PROPOSED MANAGEMENT AND DIRECTORS OF RESULTING ISSUER

Subject to Exchange approval, upon completion of the Proposed Transaction, it is the intention of the Corporation, Exiteam and Quark to establish and maintain a board of directors of the Resulting Issuer with a combination of appropriate skill sets that is compliant with all regulatory and corporate governance requirements, including any applicable independence requirements. It is expected that the board of directors and senior officers of the Resulting Issuer will include the following individuals and a brief biography of each is as follows. For additional context, the jurisdiction of residence for each of the individuals is set out below.

Avihai Mazor, Chief Executive Officer and Director (Ganei Tikva, Israel)

Avihai Mazor is an investment banking and capital markets executive with over 25 years experience in portfolio management, derivatives, proprietary trading and investor capital deployment. His background includes having served senior roles in banking, institutional asset management and private investment platforms with extensive expertise in complex derivatives strategies, regulatory environments and managing significant capital volumes for qualified investors and institutions. Mr. Mazor is the founder and Chief Executive Officer of Quark since it was founded in 2011. At Quark, Mr. Mazor manages large private clients and identifies investment opportunities across equities, options, derivatives and private placements. He is active in sourcing and structuring investment opportunities for high-net-worth individuals and private investors. Prior to Quark, Avihai Mazor was the founder and Chief Executive Officer of Gidourim Portfolio Management from 2002 to 2010 which was a licensed investment management firm specializing in equities, bonds and derivatives where he managed client assets exceeding NIS 400 million. Mr. Mazor has a BA in Business Administration from the College of Management and is a licensed investment advisor and portfolio manager in Israel since 1996 and 1998 respectively (currently inactive).

Gadi Levin – Chief Financial Officer (Azreil, Israel)

Mr. Levin is a seasoned executive and director with significant experience in capital market financings, cross border listings, accounting and financial management, providing fractional chief financial officer services and other financial services through his privately owned company, Ninety Six Capital Ltd. Mr. Levin currently serves as a director, chief executive officer and chief financial officer of several publicly companies listed on NASDAQ, OTC, Toronto Stock Exchange (the " TSX "), TSXV and AIM. Mr. Levin plays key roles in raising capital in both public and private offerings and financial due diligence. His prior experience includes finance and accounting roles at two asset and investment firms. Mr. Levin began his career in public accounting at Arthur Andersen and Ernst & Young. Mr. Levin holds undergraduate degrees from the University of Cape Town and the University of South Africa and an MBA from Bar Ilan University. Mr. Levin is a certified chartered accountant in South Africa.

Ronnie Jaegermann, Director (Ramat Hasharon, Israel)

Ronnie (Ronen) Jaegermann is a Founder and Venture Partner at Exiteam Capital Partners Ltd., an Israeli venture capital and advisory firm focusing on leading Israeli tech companies to listing on Canadian Capital Markets, since 2020. Between 2013 and 2019, Mr. Jaegermann was the Chief Executive Officer and Head of Investment Banking Advisory at Aloni Haft, a Tel Aviv-based boutique investment bank focused on fund raising for Israeli companies in international capital markets. He has led multiple businesses in growing them from start-up to profitable companies that became take-out targets. Between 2012 - 2013, Mr. Jaegermann was the Chief Executive Officer of JNH International Ltd., a company that manufactures, markets and sells Disney licensed children's furniture and toddler and junior Disney bed linen. Between 1998 - 2009 Mr. Jaegermann was the CEO and Director of several Israeli Technology companies who were listed on London's AIM Market and other European stock exchanges. Mr. Jaegermann has been involved in over 15 initial public offerings of Israeli companies, raising a total of over $200M. Mr. Jaegermann holds a BA in Economic and Political Science from Tel Aviv University. Mr. Jaegermann is the, chair of the audit committee and an independent member of the board of directors of Adcore Inc. (TSX: ADCO), and an independent member of the board of directors of Seegnal Inc. (TSXV:SEGN). Mr. Jaegermann is also the Chief Executive Officer of CWE European Holdings Ltd, which is currently in the process of a reverse takeover transaction on the Canadian Securities Exchange.

Yehezkel Sasson, Director (Ramat Gan, Israel)

Yehezkel Sasson is an entrepreneur, director and significant shareholder of Exiteam with over three decades of experience in building, managing and realizing industrial and technology-related business activities. His background includes long-term leadership of profitable operations, management of complex production infrastructures and the successful full divestment of business activities. He brings hands-on, day-to-day involvement, operational discipline and strategic insight to the companies in which he is involved. He has been the Chief Executive Officer and director of Contact Light Technologies Ltd., since 1991, an industrial company which he founded and led operating in point-of-sale displays, signage and promotional solutions which was sold to Paper Mills Group in 2017, and electrostatic-protected packaging for the high-tech sector which was sold to Kergal Group in 2018. Since 2018, Mr. Sasson has been involved in investment and entrepreneurial activity across multiple asset classes and has been involved in capital raising activities totalling approximately NIS 42 million.

Dan Lallouz, Director (Tel Aviv, Israel)

Dan Lallouz is a senior chairman and board director with over 30 years of leadership in investment management, insurance, capital markets, real estate and fintech . He has proven ability to guide organizations through transformation, growth, mergers and exits. He has extensive experience working with public companies, institutional investors, regulators and international shareholders. He brings strong governance, strategic judgement and disciplined capital allocation to boards and shareholders. He is currently a director of Exiteam, where he provides strategic oversight, governance leadership and value creation guidance. He supports capital strategy, board effectiveness, senior management mentorship and exit planning. Mr. Lallouz was the Chairman and Chief Executive Officer of Migdal Capital Markets Ltd. from 2006 – 2010, which under his leadership expanded from 60 to over 400 employees and increased its assets under management from NIS 5B to NIS 35B. Since that time, he has served as chairman and board director with several issuers, both private and public, including Mediterranean Towers Ltd., a leading senior housing company in Israel, Harel Insurance and Finance Group, Zarfati Zvi Ltd., a real estate development company and AltShares Stox, a Fintech and capital markets company. Mr. Lallouz holds an Executive MBA from Tel Aviv University and a BA in Economics (Honors) from Tel Aviv University.

Paul Pint, Director (Toronto, Ontario)

Paul Pint is the Co-founder, Chief Executive Officer, and director of ReliefAI Inc., a Toronto based company that is now prepared to launch the next generation of global access to mental health solutions using leading artificial intelligence technologies. Mr. Pint is responsible for assisting with fundraising activities including ongoing financings, and steering the path to monetization through an initial public offering or a potential acquisition. Mr. Pint has extensive experience in the capital markets space. After beginning his career with Ernst & Young as a staff accountant in 1988, Mr. Pint became the Executive Director, Institutional Equity Sales at CIBC World Markets in 1994, where he served until 2006. After that role, Mr. Pint served as the Executive Director, Institutional Equity Sales at Blackmont Capital Inc., and as the Managing Director, Head of Institutional Equity Sales at Desjardins Capital Markets, and later as the Executive Director, Institutional Equity Sales at NBF Capital Markets. More recently, Mr. Pint served as the President of Troilus Gold Corp., where he was involved in all aspects of the company's initial public offering in 2018, as well as marketing, investor relations and corporate finance related matters once the company went public. Mr. Pint earned his Bachelor of Commerce from the University of Toronto, and has also received his CPA designation.

Spyros Karellas, Director (Woodbridge, Ontario)

Spyros Karellas is the President and Chief Executive officer of Pinnacle Capital Markets Ltd., a Toronto based advisory firm that provides a full range of services to publicly listed companies operating in the mining, oil and gas, technology and renewable energy sectors. It also assists private companies to develop and define a capital markets strategy for future public listing. Mr. Karellas has over 30 years of experience in banking and financial advisory. He began his career with Canada Trust in 1989 and has worked for Midland Walwyn, Merrill Lynch and BMO Nesbit Burns as a financial advisor managing investment portfolios for high net worth individuals, family trusts and private corporations. More recently, Mr. Karellas worked as an institutional equity salesperson for a well known Toronto brokerage firm specializing in renewable energy, technology, oil and gas and mining. His account coverage focused on portfolio managers across Canada and Europe. Prior to his time in institutional sales, Mr. Karellas was Senior Vice-President of Sales with an alternative investment management company covering Toronto and the GTA before becoming a sales manager for one of Canada's premier financial software providers serving the banking and brokerage community. Mr. Karellas earned his Bachelor of Administrative Studies from York University, majoring in Accounting and Finance.

Jason Saltzman, Corporate Secretary (Toronto, Ontario)

Jason Saltzman is a partner in Gowling WLG (Canada) LLP's Toronto office practicing corporate finance and securities law, with an emphasis on securities offerings, mergers and acquisitions, private equity and venture capital transactions, corporate governance and securities registration and compliance matters. He has taken numerous companies public on the TSX, the TSXV and the Canadian Securities Exchange by initial public offering, reverse takeover, capital pool transactions and direct listings. Mr. Saltzman served two terms on the Ontario Securities Commission's Small and Medium Enterprises Advisory Committee from 2014 to 2017. Mr. Saltzman is a co-leader of Gowling WLG's Israel Desk and he is a member of the Board of the Canada-Israel Chamber of Commerce. Mr. Saltzman holds a LLB from Osgoode Hall Law School and a BA in Political Science from Western University.

SELECTED FINANCIAL STATEMENT INFORMATION

The following tables present selected financial statement information on the financial condition and results of operations for the Corporation, Exiteam and Quark. Such information is derived from the unaudited financial statements of Exiteam and Quark as of December 31, 2025 and for the year then ended and the audited financial statements of the Corporation as of December 31, 2025 for the year then ended. The information provided herein should be read in conjunction with such unaudited financial statements, which have been prepared in accordance with International Financial Reporting Standards. The Corporation's financial statements have been filed on SEDAR+.

SIGNIFICANT CONDITIONS TO CLOSING

The completion of the Proposed Transaction is subject to a number of conditions, including but not limited to completion of the Private Placement, satisfactory due diligence reviews, approval by each board of directors, approval from the shareholders of Exiteam, approval from the shareholders of Quark, Majority of the Minority Approval, obtaining necessary governmental and third party approvals, and Exchange acceptance. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

INSIDERS OF THE RESULTING ISSUER

Other than has been previously referred to in this press release, and to the knowledge of the directors and senior officers of the Corporation, Exiteam or Quark, no person will become an insider of the Resulting Issuer as a result or upon completion of the Proposed Transaction.

FURTHER INFORMATION

Cann-Is will provide further details in respect of the Proposed Transaction and the Private Placement in due course by way of a subsequent news release.

All information contained in this news release with respect to Cann-Is, Exiteam and Quark was supplied by the respective party, for inclusion herein, without independent review by the other parties, and each party and its directors and officers have relied on the other parties for any information concerning the other parties.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and Majority of the Minority Approval. The Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Information Circular and Non-Offering Prospectus prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the polices of the Exchange) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute "forward-looking information" (" forward-looking information ") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "believe", "estimate", "expect", "intend", "projected" or variations of such words and phrases or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.

More particularly and without limitation, this press release contains forward-looking statements concerning the Proposed Transaction (including the terms and timing thereof), the Private Placement including the amount anticipated to be raised, the escrow release conditions and the use of proceeds therefrom, the details of any securities issuances, conversions, exchanges or cancellations, the continued business of the Resulting Issuer, the trading of the Resulting Issuer Shares on the Exchange and the stock symbol in connection therewith, the listing of the Resulting Issuer on the Exchange, the anticipated directors, officers and insiders of the Resulting Issuer, the holding of shareholder meetings in connection with the Proposed Transaction, and the closing of the Proposed Transaction, including the Private Placement. In disclosing the forward looking information contained in this press release, Cann-Is has made certain assumptions, including that: all applicable shareholder and regulatory approvals for the Proposed Transaction will be received; and that the Proposed Transaction will be completed on mutually acceptable terms and within a customary timeframe for transactions of this nature. Although Cann-Is believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties. There can be no certainty that the Proposed Transaction will be completed on the terms set out in the Definitive Agreement or at all. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, Cann-Is disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

SOURCE Cann-Is Capital Corp.

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Canada Newswire

August 7, 2026 - 9:48 AM PDT

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