Vancouver, British Columbia–(Newsfile Corp. – February 16, 2023) –  Xebra Brands Ltd. (CSE: XBRA) (OTCQB: XBRAF) (FSE: 9YC) (“Xebra”) 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. Registerered shareholers 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

Certain information contained in this press release constitutes forward-looking information or forward-looking statements under applicable securities laws. Any statements that are not statements of historical fact may be deemed to be forward-looking statements, these include, without limitation, statements regarding Xebra Brands Ltd.’s expectations in respect of its ability to successfully execute its business plan or business model; its abiaility to close the Offering, the expected number of issued and outstanding common shares on a post-Consolidation basis, the mailing of letters of transmittal, Xebra’s ability to provide economic, environmental, social, or any benefits of any type, in the communities it operates in or may operate it in the future; its ability to be a first mover in a country, or to obtain or retain government licenses, permits or authorizations in general, or specifically in Mexico, Canada, or elsewhere, including cannabis authorizations from the Mexican Health Regulatory Agency (COFEPRIS) and the timing of such permits or authorizations; its ability to successfully apply for and obtain trademarks and other intellectual property in any jurisdiction; its ability to be cost competitive; its ability to commercialize, cultivate, grow, or process hemp or cannabis in Mexico, Canada, or elsewhere and related plans and timing; its ability to manufacture, commercialize or sell cannabis-infused beverages, wellness products, or other products in Mexico, Canada, or elsewhere, and its related plans and claims, including market interest and availability; its ability to create wellness products that have a therapeutic effect or benefit; plans for future growth and the direction of the business; financial projections including expected revenues, gross profits, and EBITDA (which is a non-GAAP financial measure); plans to increase product volumes, the capacity of existing facilities, supplies from third party growers and contractors; expected growth of the cannabis industry generally; management’s expectations, beliefs and assumptions in general, including manufacturing costs, production activity and market potential in Mexico or any jurisdiction; events or developments that XEBRA expects to take place in the future; general economic conditions; and other risk factors described in the prospectus of the Company dated September 30, 2021. All statements, other than statements of historical facts, are forward-looking information and statements. The words “aim”, “believe”, “expect”, “anticipate”, “contemplate”, “target”, “intends”, “continue”, “plans”, “budget”, “estimate”, “may”, “will”, and similar expressions identify forward-looking information and statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by XEBRA as of the dates of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to, the inability of XEBRA to generate sufficient revenues or to raise sufficient funds to carry out its business plan; changes in government legislation, taxation, controls, regulations and political or economic developments in various countries; risks associated with agriculture and cultivation activities generally, including inclement weather, access to supply of seeds, poor crop yields, and spoilage; compliance with import and export laws of various countries; significant fluctuations in cannabis prices and transportation costs; the risk of obtaining necessary licenses and permits; inability to identify, negotiate and complete a potential acquisition for any reason; the ability to retain key employees; dependence on third parties for services and supplies; non-performance by contractual counter-parties; general economic conditions; and the continued growth in global demand for cannabis products and the continued increase in jurisdictions legalizing cannabis; and the timely receipt of regulatory approval for license applications. In addition, there is no assurance Xebra will: be a low-cost producer or exporter; obtain a dominant market position in any jurisdiction; have products that will be unique. The foregoing list is not exhaustive and XEBRA undertakes no obligation to update or revise any of the foregoing except as required by law. Many of these uncertainties and contingencies could affect XEBRA’s actual performance and cause its actual performance to differ materially from what has been expressed or implied in any forward-looking statements made by, or on behalf of, XEBRA. Readers are cautioned that forwardlooking statements are not guarantees of future performance and readers should not place undue reliance on such forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those set out in such statements.

For further information: +1 (604) 424-4200, ir@xebrabrands.com CO: Xebra Brands Ltd.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

CALGARY, AB, July 25, 2022 /CNW/ – Sundial Growers Inc. (Nasdaq: SNDL) (“Sundial” or the “Company”) is pleased to announce all of the resolutions put to holders of common shares (the “Common Shares”) of the Company (the “Shareholders”) at the reconvened annual and special meeting held virtually today (the “Meeting”) were passed. The Meeting was originally held on July 21, 2022, and was adjourned, without any business being considered, due to a lack of quorum. Under the by-laws of the Company and the interim order granted by the Court of Queen’s Bench of Alberta in respect of the Meeting, those shareholders who attended the Meeting today, in person or by proxy, constituted a quorum.

At the Meeting, Shareholders approved: (i) fixing the number of directors of the Company at five members; (ii) electing each of Greg Mills, Zach George, Lori Ell, Bryan Pinney and Gregory Turnbull as directors of the Company for the ensuing year; and (iii) appointing Marcum LLP as the auditors of the Company for the ensuing year and authorizing the board of directors of the Company to set their remuneration.

The following votes were received with respect to fixing the number of directors of the Company at five members:

The following votes were received with respect to each director nominee:

The following votes were received with respect to appointing Marcum LLP as the auditors of the Company:

Additionally, Shareholders approved, as special resolutions:

The following votes were received with respect to the Name Change:

The following votes were received with respect to the Share Consolidation:

The following votes were received with respect to the Arrangement:

Details of the Share Consolidation

Immediately following the Meeting, the Board determined to effect the Share Consolidation on the basis of one post-consolidation Common Share for every 10 pre-consolidation Common Shares. The Share Consolidation has taken effect today, July 25, 2022, and the Common Shares are expected to begin trading on Nasdaq on a post-consolidation basis beginning at the open of markets on July 26, 2022.  The record date for shareholders entitled to participate in the Share Consolidation is July 25, 2022.

Immediately prior to the Share Consolidation, there were 2,379,931,190Common Shares issued and outstanding, and 237,993,119 Common Shares are issued and outstanding following the Share Consolidation, subject to rounding for any fractional Common Shares. Fractional Common Shares to be received by Shareholders will be rounded up in the case of a fractional interest that is 0.5 or greater, or rounded down in the case of a fractional interest that is less than 0.5, to the nearest whole number of Common Shares that such holder would otherwise be entitled to receive upon implementation of the Share Consolidation.

Registered Shareholders were sent a letter of transmittal with their proxy materials in connection with the Meeting. The letter of transmittal provides instructions for how to exchange share certificates or Direct Registration Statements representing pre-consolidation Common Shares for new share certificates or Direct Registration Statements representing post-consolidation Common Shares to which such Shareholders are entitled as a result of the Share Consolidation. No action is required by non-registered Shareholders. A copy of the letter of transmittal is available under Sundial’s profile on SEDAR at www.sedar.com, under Sundial’s profile on EDGAR at www.sec.gov/edgar or by contacting  Odyssey Trust Company at (587) 885-0960 or by email at [email protected].

The Share Consolidation is expected to enable the Company to maintain and minimum bid price of US$1.00 per Common Share and to avoid a delisting event that could cause material disruption to the Company and Shareholders through the reduction of both trading liquidity and access to capital.

Additionally, the Name Change has been effected. The Company expects to launch and provide further details regarding its rebranding with the release of its second quarter earnings and results in early August 2022.

Management Changes

Chief Administrative Officer (CAO), David Gordey, has resigned from his position effective July 29, 2022. Mr. Gordey was appointed CAO after Sundial’s acquisition of Alcanna Inc. in March 2022. Sundial thanks Mr. Gordey for his services and wishes him the best in his future endeavours.

About Sundial Growers Inc.

Sundial is a public company whose shares are traded on Nasdaq under the symbol “SNDL.” Its business is operated and reported in four segments: Cannabis Production and Cultivation, Cannabis Retail, Liquor Retail, and Investments.

Sundial is the largest private sector cannabis and liquor retailer in Canada. The Company’s retail banners include Spiritleaf, Value Buds, Wine and Beyond, Liquor Depot, and Ace Liquor. As a licensed producer that crafts small-batch cannabis using state-of-the-art indoor facilities, Sundial’s ‘craft-at-scale’ modular growing approach, award-winning genetics, and experienced growers set us apart. Sundial’s brand portfolio includes Top Leaf, Sundial Cannabis, Palmetto, Spiritleaf Selects, and Grasslands. Sundial’s investment portfolio seeks to deploy strategic capital through direct and indirect investments and partnerships throughout the global cannabis industry.

For more information on Sundial, please go to www.sndlgroup.com.

Forward-Looking Statements

This news release includes statements containing certain “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Various assumptions, including but not limited to assumptions with respect to the anticipated benefits of the Share Consolidation, were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

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On May 12, 2021, the Company announced that the Common Shares would be consolidated on the basis of one (1) post-consolidation Common Share for each fifteen (15) pre-consolidation Common Shares (the “Share Consolidation“). The Share Consolidation represents another step towards the listing of the Common Shares on The Nasdaq Stock Market LLC (“Nasdaq“) by meeting the minimum share price requirement set by Nasdaq.