Star Metro - Xebra Brands Announces Update on Share Consolidation

Further to the Company's press release dated August 22, 2025, the British Columbia Securities Commission (the "BCSC") issued a failure to file cease trade order ("CTO") on September 3, 2025 for the Company's failure to file its annual financial statements, management's discussion and analysis and related officer certifications for the financial year ended February 28, 2025 and its unaudited interim financial statements, related management's discussion and analysis and officer certifications for the three months ended May 31, 2025 (the "Interim Filings", and together with the Annual Filings, the "Required Documents"). Notwithstanding that the Consolidation will become effective on September 19, 2025, the Company's common shares will remain cease trade until such time that it files the Required Documents and the CTO is revoked by the BCSC.

Xebra will not be changing its name or trading symbol in connection with the Consolidation. As a result of the Consolidation, the outstanding common shares of Xebra will be reduced to approximately 8,065,442. No fractional common shares will be issued upon the Consolidation. In the event a holder of common shares would otherwise be entitled to receive a fractional common share in connection with the Consolidation, the number of common shares to be received by such shareholder will be rounded down to the next whole number if that fractional common share is less than one half (1/2) of a common share, and will be rounded up to the next whole number of common shares if that fractional common share is equal to or greater than one half (1/2) of a common share. The new CUSIP number will be 98402E305 and the new ISIN number will be CA98402E3059.

A letter of transmittal will be sent to registered shareholders advising that the Consolidation has taken effect. The letter of transmittal will contain instructions on how registered shareholders can exchange their share certificates evidencing their pre‐Consolidation common shares for new share certificates representing the number of post-Consolidation common shares to which they are entitled. No action is required by non‐registered shareholders (shareholders who hold their shares through an intermediary) to affect the Consolidation. The exercise or conversion price of, and the number of common shares issuable under, any convertible securities of Xebra will be proportionately adjusted upon the completion of the Consolidation.

The Consolidation is subject to the receipt of all required regulatory approval, including acceptance of the Canadian Securities Exchange (the "CSE").

New CUSIP: 98402E305
New ISIN: CA98402E3059
Effective Date of Consolidation: September 19, 2025.
Record Date: September 22, 2025.

On behalf of the Board

Rodrigo Gallardo
Interim CEO

For more information, contact:
+52 (55) 6387-2293
[email protected]
www.xebrabrands.com

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:
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 statements, projections and estimates with respect to the Consolidation, the timing of the Consolidation and the Consolidation ratio, statements with respect to the filing of the Required Filings, the expectation that the Annual Financial Filings will be filed by the Filing Deadline, 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 to complete the audit on the Annual Filings due to a requirement for additional funds, 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 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.

SOURCE: Xebra Brands Ltd

View the original press release on ACCESS Newswire

O.Lessard--SMC