Mr. Rodrigo Gallardo reports

XEBRA BRANDS ANNOUNCES CLOSING OF SHARES FOR DEBT TRANSACTION AND GRANTS OPTIONS

Xebra Brands Ltd. has closed the shares-for-debt transaction as previously announced on March 7, 2024. The company settled aggregate debt of $266,690 of accrued liabilities for fees and expenses owed to certain officers, directors and consultants of the company, through the issuance of 4,848,909 common shares of the company at a deemed price of 5.5 cents per settlement share.

The company issued the settlement shares to settle the debt to preserve its funds for operations and continued growth opportunities. The settlement shares issuable under the debt settlement are subject to a hold period of four months and one day from the date of issuance. The debt settlement is subject to the final acceptance of the Canadian Securities Exchange.

Certain directors and officers of the company were issued 4,487,273 settlement shares pursuant to the debt settlement. Accordingly, the issuance of such settlement shares to the insiders pursuant to the debt settlement constitutes a related-party transaction as such term is defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Xebra is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to Section 5.5(b) and Section 5.7(1)(b) of MI 61-101.

The announcement press release disclosed that the company would be settling $262,712 of debt for 4,776,582 common shares of the company at a price of 5.5 cents per common share. However, the company settled an aggregate of $266,690 of debt at a price of 5.5 cents per common share for a total of 4,848,909 common shares of the company.

The company also announces that it has granted a total of 3.2 million stock options to purchase common shares of the company to certain directors, officers and consultants of the company pursuant to the company's stock option plan. Such options are exercisable into common shares at an exercise price of 10 cents per common share for a period of three years from the date of grant. The options vested on issuance.

About Xebra Brands Ltd.

Xebra is an international leading cannabis company dedicated to providing high-quality cannabis and cannabidiol products to consumers in Mexico. It aims to deliver the highest-quality cannabinoid-infused products that promote health and wellness while focusing on consumer needs and demands.

We seek Safe Harbor.