CEBI.P CE Brands Inc

CE Brands Inc. (TSXV:CEBI.P) (the “Corporation”) is pleased to announce that it has completed its previously announced Qualifying Transaction (as defined in the policies of the TSX Venture Exchange) (the “Qualifying Transaction”) involving eBuyNow eCommerce Ltd. (“eBuyNow”), a data-driven consumer-electronics company.

In addition, the Corporation announces the satisfaction of the escrow release conditions under its previously-announced oversubscribed C$17,250,000 public offering (the “Offering”) of subscription receipts. The Offering was co-led by Integral Wealth Securities Limited and Echelon Wealth Partners Inc. and included Research Capital Corporation. Following the satisfaction of the escrow release conditions, Odyssey Trust Company, the trustee of the subscription receipts, released the net proceeds of the Offering to the Corporation, and the Corporation converted the subscription warrants into a total 4,156,626 Common Shares of the Corporation (the “Underlying Shares”) and 4,156,626 Common Share purchase warrants of the Corporation (the “Underlying Warrants”), each of which entitles the holder to purchase one Common Share of the Corporation (a “Warrant Share”), for a purchase of price of C$7.50 per Warrant Share, for a period of 24 months following the date on which the Underlying Warrant was issued. The net proceeds of the Offering will be used by the Corporation to strengthen its financial position by discharging outstanding debt, and pursuing growth strategies, ‎which include expanding its customer base; accelerating the rollout of new product lines; supporting the growth of ‎existing customers; establishing products on new sales channels; and selectively pursuing acquisitions.

Immediately before the Qualifying Transaction, the Corporation consolidated its Common Shares on a 20.75-for-one basis. Pursuant to the Qualifying Transaction, which was structured as a three-cornered amalgamation of eBuyNow and a wholly-owned subsidiary of the Corporation, the Corporation issued 18,141,970 Common Shares, options to purchase 1,395,000 Common Shares, 3,230,342 warrants to purchase Common Shares, and US$1,388,888 aggregate principal amount of unsecured notes that are convertible into an aggregate of 624,721 Common Shares, and C$1,174,785 aggregate principal amount of unsecured notes that are convertible into an aggregate of 313,277 Common Shares to former security holders of eBuyNow.

Immediately after the completion of the Qualifying Transaction and conversion of the Subscription Receipts, the issued and outstanding share capital of the Corporation consisted of 22,713,054 Common Shares, options to purchase 1,793,073 Common Shares, 7,386,969 warrants to purchase Common Shares, and US$1,388,888 aggregate principal amount of unsecured notes that are convertible into an aggregate of 624,721 Common Shares, and C$1,174,785 aggregate principal amount of unsecured notes that are convertible into an aggregate of 313,277 Common Shares to former security holders of eBuyNow. A total of 173,494 Common Shares are subject to escrow to be released over a 36-month period in accordance with TSX Venture Exchange Form 2F – CPC Escrow Agreement, and a total of 4,695,263 Common Shares are subject to escrow to be released over a 36-month period in accordance with TSX Venture Exchange Form 5D – Escrow Agreement (Surplus Security).

The TSX Venture Exchange has granted final acceptance to list the Common Shares of the Corporation (including the Underlying Shares and Warrant Shares) (collectively, the “Listing”). The Common Shares will being trading under the symbol “CEBI” on Tuesday, June 22, 2021.

The new directors of the Corporation are Joanne Hruska, Hugh Tyler Rice, Craig Smith (Chair), Stephen A. Smith, Jared Wolk, and W.K. Wong. The new officers of the Corporation are Craig Smith, Chief Executive Officer; Ernest Levenson, President; Kalvie Legat, Executive Vice President and Chief Financial Officer; Katica Viskovic, Chief Operating Officer; W.K. Wong, Chief Product Officer; Chris Taylor, Vice President of Finance; and Adam Rock, Corporate Secretary.

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the Subscription Receipts in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About the Corporation

CE Brands Inc. is a data-driven technology company that designs, manufactures, and sells consumer electronics in partnership with the world’s leading brands.

Neither the TSX Venture Exchange nor its regulation services provider (as defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Forward-Looking Information

This press release contains forward-looking information within the meaning of applicable securities legislation. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. The use of any of the words “anticipates”, “expects”, “intends”, “will”, “would”, and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward looking information concerning the use of proceeds of the Offering. The forward-looking information is based on certain key expectations and assumptions more particularly described in the prospectus of the Corporation dated June 3, 2021. Although the Corporation believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Corporation cannot give any assurance that they will prove to be accurate. By its nature, forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed in this press release. These risks and uncertainties are more particularly described in the prospectus of the Corporation dated June 3, 2021. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date of this press release, and to not use such forward-looking information for anything other than its intended purpose. The Corporation undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.

Further Information

For further information about the Corporation, please contact:

Kalvie LegatExecutive Vice President and Chief Financial Officer778-771-0901ir@ebuynow.com