Mr. Rodrigo Galardo reports

XEBRA BRANDS LTD. ANNOUNCES BUSINESS TRANSFORMATION PLAN AND INVESTMENT BY NEWLY APPOINTED BOARD MEMBER

Xebra Brands Ltd. has set out its business transformation plan that will shift the company's resources away from Canadian cannabis beverages to focus on the development and commercialization of the authorizations to manufacture cannabis products in Mexico. As part of the implementation of the business transformation plan, newly appointed board member David Ross Macias Diaz has committed to an investment into the company.

Business transformation plan

The business transformation plan includes:

• Transforming the business strategy into a Mexico-first model focused on generating revenues through the cannabis authorizations granted to Xebra in 2023 through partnership opportunities, listing of its own products, and possible merger-and-acquisition transactions of companies within Mexico;
• Scaling down the capital-intensive operations of the company's Canadian cannabis beverage business;
• Appointing Rodrigo Gallardo as interim chief executive officer to implement the business transformation plan;
• Streamlining current corporate and operational staff to minimize cash expenditures;
• Realignment of current board seats from with seven members to four members;
• Revised business strategy.

Under the business transformation plan, the company's core focus will be on commercializing the authorizations granted to Xebra, an outright first-mover advantage in Mexico, allowing Xebra and its partners to import and acquire cannabis seeds, cultivate and harvest cannabis, process and produce cannabis, and sell cannabis products both domestically and through export.

Appointment of new chief executive officer

Rodrigo Gallardo has been appointed interim chief executive officer of Xebra. Mr. Gallardo was one of the original founders of Xebra in 2018 and has held numerous roles within the organization since that time. His experience as a lawyer in Mexico has focused the previous six years on the legal advancement of cannabis and cannabidiol products in Mexico. Mr. Gallardo has been responsible for co-ordinating all the legal efforts that led Xebra to get the first legal cannabis authorization ever in Mexican history.

Jay Garnett stepped down from the board of directors and as chief executive officer. The company also extends its sincere gratitude to Mr. Garnett for his dedicated service over the few years, significantly contributing to the company's current success.

"Our primary objective has always been to unlock the authorizations granted to Xebra in Mexico," said Mr. Garnett. "The business transformation marks another stride in streamlining our strategy, emphasizing our focus on Mexico and what sets us apart. I look forward to the leadership and guidance that Mr. Gallardo will provide to the organization," commented Mr. Garnett.

Mr. Gallardo is an international business executive with three decades of experience in marketing and business development. He is a lawyer by training from the Universidad Iberoamericana, is certified in business administration from the same university and holds a certification in top executive management by the IPADE (Mexican Harvard Business School). Additionally, he is a co-founder of a boutique family law firm. Mr. Gallardo has held executive roles in a number of entrepreneurial ventures, gaining extensive experience in the food, entertainment, construction and real estate industries. He is the co-founder of Elements Bioscience and Sativa Group Biosciences, pioneering entities in the Mexican cannabis industry. In 2018, both companies played a pivotal role as founders during the incorporation of Xebra.

"I'm elated to assume the helm of Xebra. As a founder of this company, I couldn't be more committed to the success of this venture. We have achieved a significant part of our goals successfully by transforming this venture into a public company. Additionally, we secured the first ever amparo (injunction) in Mexico and obtained the inaugural authorization for legal cannabis in the country, which is now on the verge of execution. My objective is to elevate this company to the next level, forging strategic partnerships that will enable us to capitalize on the vast opportunities presented by the Mexican market," commented Mr. Gallardo.

Investment from board member

As previously announced on Oct. 2, 2023, the company is seeking to raise an aggregate amount of up to $1-million, with David Ross Macias Diaz fully committed to fulfilling this financing endeavour. This will be accomplished by issuing up to 12 million units of the company at a price of five cents per unit, generating gross proceeds of up to $600,000. Concurrently, there will be a placement of up to a principal amount of $400,000 in unsecured convertible debenture units. Notably, so far, Mr. Macias has already completed an initial tranche of $250,000 toward the full investment.

Realignment of board seats

Along with Mr. Garnett providing his resignation from the board of directors, the board of directors has been reduced from seven members to four to support the business transformation plan and Rodrigo Gallardo in Mexico, as follows:

• Tada (Todd) Dalotto is resigning as the chief science officer and as a director of the company, effective immediately.
• Jordi Chemonte is resigning as a director of the company, effective immediately.
• Antonio Grimaldo is resigning as a director of the company, effective immediately.

The board thanks Mr. Garnett, Mr. Dalotto, Mr. Chemonte and Mr. Grimaldo for their dedication and professionalism while providing their services to the company.

About Xebra Brands Ltd.

Xebra is an international cannabis cultivation and product company, with global brands and intellectual property. Its focus includes beverages, wellness and leisure. Xebra is an absolute first mover in the Mexican cannabis sector, with the first ever granted authorization to a corporation by the Cofepris. In Canada, Xebra retails its unique Vicious Citrus OG and Neo tetrahydrocannabinol/cannabinol lemonades.

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