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, March 7, 2023, Xebra Brands Ltd. (“Xebra”) (XBRA: CSE) (XBRAF: OTCQB) (9YC: FSE), a cannabis company, is pleased to announce that it has closed its previously announced non-brokered private placement of 15,086,731 units of the Company (the “Units“) at a price of $0.06 per Unit for aggregate gross proceeds of C$905,203.81 (the “Offering“).

Each Unit was issued at a price of $0.06 per Unit and is comprised of one common share of the Company (a “Common Share“) and one Common Share purchase warrant (a “Warrant“). Each Warrant entitles the holder thereof to acquire one Common Share (a “Warrant Share“) at an exercise price of C$0.10 per Warrant Share at anytime for a period of eighteen (18) months following the closing of the Offering.

The net proceeds of the Offering are expected to be used for working capital and general corporate purposes. 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, the Company issued certain eligible finders (the “Finders“) an aggregate of 100,000 Common Shares (the “Finder’s Shares“), representing 5% of the number of Units placed by the Finders. The Offering is subject to the final acceptance of the Canadian Securities Exchange.

Certain directors, officers and insiders of Xebra (the “Insiders“) subscribed to the Offering for an aggregate of 5,795,133 Units. This issuance of Units to the Insiders constitutes a “related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Xebra is relying on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) of MI 61-101, on the basis that the participation in the Offering by the Insiders does not exceed 25% of the fair market value of Xebra.

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.

Jay Garnett
CEO

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