Star Metro - Xebra Brands Announces Issuance of Cease Trade Order

The BCSC had previously issued a management cease trade order (the "MCTO") against the Company on July 2, 2024, in connection with the delayed filing of the Annual Filings. The Company expects the CTO to revoke and replace the MCTO. As a result of the expected CTO, the Company expects trading on the Canadian Securities Exchange (the "Exchange") to be suspended until the Required Documents are filed.

As previously disclosed, the Annual Financial Filings were not filed by the applicable filing deadline due to the fact that there have been certain liquidity constraints and delays associated with recent changes of management. As announced on July 3, 2025, the Company entered into a loan agreement (the "Loan Agreement") pursuant to which the lender agreed to provide a loan of up to C$110,000 (the "Loan") in order to provide sufficient resources to complete the Annual Filings. Due to matters outside of the control of the Company, the Company was not advanced funds under the Loan and the Loan Agreement has been terminated. The Company has identified several potential funding sources and expects to provide an announcement within the next couple weeks on the procurement of capital and the updated anticipated timeline to complete and file the Required Documents. It is expected that the CTO will remain in effect until two full business days following the receipt by the BCSC of all filings the Company is required to make under British Columbia securities law, including the Required Documents.

It is expected that the CTO will be issued under Multilateral Instrument 11-103 - Failure-To-File Cease Trade Orders In Multiple Jurisdictions and will prohibit the trading or purchase by any person or company of any securities of the Company in each jurisdiction in Canada in which the Company is a reporting issuer for as long as the CTO remains in effect.

The Company also announces the OTC Markets Group has informed the Company that its listing has been moved from the OTCQB Market to the OTC Pink Open Market. The Pink Open Market provides brokers with a regulated platform for transparent trading.

ABOUT XEBRA BRANDS LTD.

Xebra Brands is a Canadian cannabis company with international reach, focused on the development and commercialization of cannabis‑derived wellness products. Xebra is the first company to receive full authorization to import, cultivate, manufacture, and sell cannabis (‑1% THC) in Mexico, and is actively expanding its ELEMENTS™ product line through strategic partnerships in North America.

On Behalf of Xebra Brands Ltd.

Rodrigo Gallardo
Interim CEO

For more information contact:
+52 55 6387 2293
[email protected]

Forward-Looking Information

Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes, but is not limited to, business goals and objectives of the Company; statements and information regarding the timing for the filings of the Required Documents; that the Company has identified several potential funding sources and expects to provide an announcement within the next couple weeks on the procurement of capital and the updated anticipated timeline to complete and file the Required Documents; the Company's 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); the Company's ability to satisfy the conditions of authorizations granted by COFEPRIS; any continuing uniqueness of any of the Company's products; and other forward-looking information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms thereon.

Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, the reliance of the Company on its auditors and management with respect to the Annual Filings, the inability to source capital to complete the Required Filings, the inability of the Company to retain the authorizations granted by COFEPRIS; the inability 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 potential acquisitions, dispositions or joint ventures 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; the continued growth in global demand for cannabis products and the continued increase in jurisdictions legalizing cannabis; the timely receipt of regulatory approvals for license applications on terms satisfactory to the Company; and other related risks as more fully set out in the registration statement of Company and other documents disclosed under the Company's filings at www.sedar.com. In addition, there is no assurance that the Company will: be a low-cost producer or exporter; obtain a dominant market position in any jurisdiction; or have products that will be unique.

The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the Company's objectives, goals or future plans, the timing thereof and related matters. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

SOURCE: Xebra Brands Ltd

View the original press release on ACCESS Newswire

W.Fortin--SMC