News Press Releases

Xebra Announces $5 Million Private Placement Financing

C.XBRA | March 1, 2021

Canada NewsWire

VANCOUVER, BC , March 1, 2021 /CNW/ - Xebra Brands Ltd. ( "Xebra" ) is pleased to announce a non-brokered private placement (the "Private Placement") for gross proceeds of up to CAD$5 million .

ABOUT XEBRA: Xebra is a cannabis cultivation and products company, with global brands and intellectual property. Our products focus includes beverages, wellness and leisure.

Xebra is expecting a decision by the Supreme Court of Justice of Mexico , pursuant to which it may be granted an injunction authorizing it to be the first in Mexico to legally commercialize hemp derived cannabinoids such as CBD and CBG. The injunction requested aims to include the right for the importation of seeds, cultivation anywhere in Mexico without a specific limitation on size, harvesting, processing, the creation of cannabis products with less than 1% THC, and the right to sell those products domestically or by export.

Xebra has also been selected by the Dutch government, out of a competitive pool of applicants, as one of only five companies to compete for two exclusive licenses to cultivate medicinal cannabis in the Netherlands , with an initial six-year guaranteed government contract for each successful party, estimated at €70.5 million.

Management of Xebra intends to pursue a direct listing of its shares on a recognized Canadian stock exchange in Q2 2021.

For additional information about Xebra, or to view our presentation, visit our website: www.xebrabrands.com .

PRIVATE PLACEMENT: The Private Placement is for up to 25 million units at a price of CAD$0.20 per unit. Each unit is comprised of one common share of Xebra (a "Share"), and a half warrant. Each full warrant entitles the holder, on exercise, to purchase one Share at a price of CAD$0.35 , for a period of 12 months from the date of issue. The warrants will be subject to accelerated expiry if the shares trade on a stock exchange at or above $0.50 per share for 10 consecutive days.

Fees will be payable in connection with the private placement. Xebra intends to use the proceeds of the Private Placement to fund its business.

Certain information contained in this press release constitutes 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 ("XEBRA" or "XEBRA'S") expectations in respect of its ability to successfully execute its business plan or business model; its 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 , Colombia , Canada , the Netherlands , or elsewhere; its ability to raise capital and fund its ongoing operations; its ability to list its shares on a stock exchange or attain a public listing, 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 cultivate, grow, or process hemp or cannabis in Mexico , Colombia , Canada , the Netherlands , or elsewhere; its ability to manufacture cannabis beverages, wellness products, or other products; its ability to commercialize or sell cannabis beverages, wellness products, or other products, in Mexico , Colombia , Canada , the Netherlands , or elsewhere; its ability to commercialize or to sell Vicious Citrus Lemonade in 2021 or at any time, in any jurisdiction; its ability to commercialize or to sell Elements wellness products in Mexico , in Colombia , or in any jurisdiction in 2021 or at any time; its ability to make cannabis beverages that taste good; 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; events or developments that XEBRA expects to take place in the future; and general economic conditions. 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; the inability of Xebra to list its shares for trading on a stock exchange; 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. 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 forward-looking 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.