NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

Vancouver, BC, Canada, February 16, 2023, Xebra Brands Ltd. (“Xebra”) (XBRA: CSE) (XBRAF: OTCQB) (9YC: FSE), a cannabis company, announces a 5 to 1 share consolidation and a non-brokered private placement of up to 8,000,000 units of Xebra (the “Units“) priced, on a post-consolidated basis, at $0.075 per Unit for gross proceeds of up to $600,000 (the “Offering“).

Each Unit will be comprised of one common share of the Company (a “Common Share“) and one Common Share purchase warrant (a “Warrant“). Each Warrant will entitle the holder thereof to acquire one Common Share (a “Warrant Share“) at an exercise price of C$0.10 per Warrant Share at any time for a period of eighteen (18) months following the closing of the Financing.

It is expected that the closing of the Offering will be on or about March 1st, 2023 (the “Closing Date“) or such other date or dates that Xebra may determine, subject to the receipt of all required regulatory approval, including acceptance of the Canadian Securities Exchange (the “CSE“). All securities issued in connection with the Offering will be subject to a hold period of four months and one day from the Closing Date. In connection with the Offering, Xebra may pay finders’ fees in cash or securities, or a combination of both, as permitted by the policies of the CSE.

Xebra intends to consolidate its issued and outstanding share capital on the basis of 1 post-consolidation share for each 5 pre-consolidation common shares (the “Consolidation“). Any fraction of a common share will be rounded up or down to the nearest whole number. The common shares will are expected begin trading on a consolidated basis and with a new CUSIP number on February 28, 2023, subject to the regulatory approvals, including the approval of the CSE.

As a result of the Consolidation, the outstanding common shares of Xebra will be reduced to approximately 39,339,581, on a pre-Offering basis. In the event the Offering is fully subscribed, it is expected that Xebra will have a total of 47,339,581 common shares issued and outstanding.

Shareholders who hold their shares through a securities broker or dealer, bank or trust company will not be required to take any measures with respect to the share consolidation. Xebra’s transfer agent, Computershare Investor Services Inc. (“Computershare“), will mail a letter of transmittal to all registered shareholders of Xebra that will contain instructions for exchanging their pre-Consolidation common shares for post-Consolidation common shares. Registered shareholders will be required to return their certificates representing pre-Consolidation common shares and a completed letter of transmittal to Computershare. Any registered shareholder who submits a duly completed letter of transmittal to Computershare along with pre-Consolidation share certificate will receive in return a post-Consolidation share certificate or Direct Registration System Advice. Xebra’s outstanding warrants and options will be adjusted on the same basis (1 to 5) as Xebra’s common shares, with proportionate adjustments being made to exercise prices.

Xebra will not be changing its name or trading symbol in connection with the Consolidation. Trading on a Consolidated Basis: February 28, 2023

Record Date: February 29, 2023

The securities issued under the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and were not to be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

Keith Dolo
Director

For more information contact:
+1 (604) 424-4200
[email protected]