CEBI CE Brands Inc

CE Brands Inc. (TSXV: CEBI; CEBI.WT) (“CE Brands”, “we”, “our”, or the “Company”), a data-driven consumer-electronics company, today announced the departure of Craig Smith, as Chief Executive Officer, effective immediately. In light of Mr. Smith’s departure, the Board has appointed Kalvie Legat, presently the Executive Vice President, Head of Business Development of the Company, as interim Chief Executive Officer. Mr. Smith remains a director and a shareholder of the Company and will assist with the management transition.

The Company also announces the departure of W.K. Wong as Chief Product Officer (effective immediately) and Katica Viscovic as Chief Operating Officer of CE Brands (effective immediately). In light of Mr. Wong’s departure, the Board has appointed Sean Croft, presently the Wearbles Product Manager of the Company, as Chief Product Officer and will take over the role immediately working through a transition period with Mr. Wong through March 31, 2023. Mr. Wong will also step down as a director of the Company effective March 31, 2023. Ms. Viscovic will stay on as Head of Human Resources and Corporate Secretary, and Elaine Pan will assume the role of Chief Operating Officer. Ms. Pan was previously Head of Sales and Operations at the Company’s wholly owned subsidiary eBuyNow eCommerce Ltd. and is based out of Hong Kong. The appointment of the above officers is subject to TSX Venture Exchange acceptance.

“On behalf of the Board, we thank Craig and W.K. for their service during their tenure as Chief Executive Officer and Chief Product Officer, including taking the Company public on the TSX Venture Exchange in June of 2021. We wish Craig and W.K. the very best in their future endeavors,” said Jared Wolk, a director of CE Brands. “Mr. Legat brings almost 20 years of sales and capital markets experience and is positioned well to execute on CE Brands’ sales and execution focus,” said Jared Wolk.

Amended Share Options

Further to the press release dated January 5th, 2023, the issued stock options, were meant to read, that the Company’s board of directors has approved the grant of stock options (the “Options”) exercisable for a total of 500,000 common shares, including 300,000 Options granted to an officer of the Company at a price of $0.10. All Options were granted pursuant to the Company’s amended and restated 2022 stock option plan and are subject to the terms of the applicable grant agreements and the requirements of the TSX Venture Exchange.

The remaining Options were granted with an exercise price of $0.20. The 200,000 Options granted to a non-officer of the Company vest on July 15, 2023 and July 15, 2024, as to 100,000 Options on each such date, and expire 24 months after the options vest. The 300,000 Options granted to an officer of the Company vest on July 1, 2023, January 3, 2024, July 1, 2024 and Jan 3, 2025 as to 75,000 ‎Options on each such date, and expire 24 months after the options vest. ‎

‎This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities of the Company in the United States nor shall there be any sale of securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or the securities laws of any state of the United States. Accordingly, any of the securities described herein may not be offered or sold in the United States or to U.S. persons unless an exemption from registration is available.

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

For more information, please visit www.cebrands.ca.

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About CE Brands

CE Brands Inc. develops products with leading manufacturers and iconic brand​ licensors by utilizing proprietary data that identifies key market opportunities​. With sales today ​in​ over 70 countries, our innovative, ​highly ​repeatable process, which we call the “CE Method​”,​ has created ​an ​optimal growth ​path for CE Brands to be the premier global licensed brand manufacturer.

Forward-Looking Information

This news release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. The use of any of the words “anticipates”, “believes”, “expects”, “intends”, “plans”, “will”, “would”, and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this news release includes forward-looking information with respect to the timing of the departure of W.K. Wong as Chief Product Officer and director of the Company and the timing of the appointment of Sean Croft as Chief Product Officer.

The forward-looking information is based on certain key expectations and assumptions, including the TSX Venture exchange approval of the appointment of the new Chief Product Officer, and the time required for the transition to the new Chief Product Officer.

Although CE Brands 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 CE Brands cannot give any assurance that it 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 news release. Such risks and uncertainties include, among others: general business, economic, competitive, political ‎and social uncertainties; general capital market conditions and market prices for securities; delay or failure to ‎receive board of directors, third party or regulatory approvals; the actual results of CE Brands’ future operations; ‎competition; changes in legislation affecting CE Brands; the timing and availability of external financing on ‎acceptable terms; lack of qualified, skilled labour or loss of key individuals; the impact of the evolving Covid-19 ‎pandemic on the Company’s business, operations and sales; reliance on third party manufacturers and suppliers; ‎the Company’s ability to stabilize its business and secure sufficient capital, including the funding under various credit facilities or other financing arrangements, which may not be available in a timely manner or at all; the Company’s ‎available liquidity being insufficient to operate its business and meet its financial commitments, which could result ‎in the Company having to refinance or restructure its debt, sell assets or seek to raise additional capital, which ‎may be on unfavorable terms, if available at all; the inability to implement the Company’s objectives and ‎priorities for 2023 and beyond, which could result in financial strain on the Company and continued pressure on ‎the Company’s business; delay in anticipated product launches and commercial partnerships; risks associated ‎with developing and launching new products; increased indebtedness and leverage; the fact that historical and ‎projected financial information may not be representative of the Company’s future results; the inability to ‎position the Company for long-term growth; risks associated with issuing new equity including the possible dilution ‎of the Company’s outstanding Common Shares; the value of existing equity following the completion of any ‎financing transaction; the Company defaulting on its obligations, which could result in the Company having to ‎file for bankruptcy or undertake a restructuring proceeding; and the Company being put into a bankruptcy or ‎restructuring proceeding. A description of additional risk factors that may cause actual results to differ materially ‎from forward-looking information can be found in CE Brands’ disclosure documents on the SEDAR website at ‎www.sedar.com. Although CE Brands has attempted to identify important factors that could cause actual results to ‎differ materially from those contained in forward-looking information, there may be other factors that cause results ‎not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not ‎exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can ‎be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking ‎information contained in this news release is expressly qualified by this cautionary statement. The forward-looking ‎information contained in this news release represents the expectations of CE Brands as of the date of this news ‎release and, accordingly, is subject to change after such date. However, CE Brands expressly disclaims any intention ‎or obligation to update or revise any forward-looking information, whether as a result of new information, future ‎events or otherwise, except as expressly required by applicable securities law.‎

Further Information

For further information about CE Brands or its principal operating subsidiary, eBuyNow eCommerce Ltd., please contact:

Kalvie Legat

Interim CEO

855-770-2324

ir@cebrands.ca