August 24, 2022
CALGARY, Alberta, August 24, 2022 - CE BRANDS INC. (“CE Brands” or the “Corporation”) (TSX- V: CEBI; CEBI.WT) is pleased to announce that it will conduct a Normal Course Issuer Bid (“NCIB”) to purchase for cancellation, during the 12-month period starting August 30, 2022, up to 1,263,027 of the outstanding common shares of the Corporation (the “Common Shares”), representing 5% of the Common Shares outstanding. The program will end on August 29, 2023 unless the maximum amount of Common Shares is purchased before then or CE Brands provides earlier notice of termination.
The purchase and payment for the Common Shares will be made by CE Brands through the facilities of the TSX Venture Exchange or alternative trading systems. Integral Wealth Securities Limited has been selected as CE Brands’ agent for the NCIB. The price paid for the Common Shares will be, subject to NCIB pricing rules contained in securities laws and TSX Venture Exchange policies, the prevailing market price of such Common Shares on the TSX Venture Exchange at the time of such purchase. CE Brands intends to fund the purchases out of available cash.
CE Brands believes that the market price of its Common Shares may not reflect their underlying value and the Board of Directors has authorized this initiative because, in the Board’s opinion, the proposed purchase of Common Shares pursuant to the NCIB constitutes an appropriate use of CE Brands’ funds, and the repurchase of its Common Shares is one way of creating shareholder value.
To the knowledge of CE Brands, no director, senior officer or other insider of the CE Brands currently intends to sell any Common Shares under the NCIB. However, sales by such persons through the facilities of the TSX Venture Exchange may occur if the personal circumstances of any such person changes or any such person makes a decision unrelated to these NCIB purchases. The benefits to any such person whose Common Shares are purchased would be the same as the benefits available to all other holders whose Common Shares are purchased.
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.
For more information, please visit www.cebrands.ca.
To be added to the CE Brands’ distribution list please register at https://www.cebrands.ca/investors
For further information about CE Brands or its principal operating subsidiary, eBuyNow eCommerce Ltd., please contact:
Kalvie Legat
EVP, Head of Business Development 778-771-0901
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.
Forward-Looking Information: This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information regarding: the NCIB, including the commencement and end date of the NCIB. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects CE Brands’ current beliefs and is based on information currently available to CE Brands and on assumptions CE Brands believes are reasonable. These assumptions include, but are not limited to: the underlying value of CE Brands and its Common Shares; the ability of CE Brands to complete purchases under the NCIB and final TSX Venture Exchange acceptance of the NCIB; market acceptance of CE Brands’ business strategy and products; and competition and CE Brands’ competitive advantages. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of CE Brands to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: 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 Corporation’s business, operations and sales; reliance on third party manufacturers and suppliers; the Corporation’s ability to stabilize its business and secure sufficient capital, including the funding under the Choco Facility and/or the Vesta Facility, which may not be available in a timely manner or at all; the Corporation’s available liquidity being insufficient to operate its business and meet its financial commitments, which could result in the Corporation 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 Corporation’s objectives and priorities for 2022 and beyond, which could result in financial strain on the Corporation and continued pressure on the Corporation’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 Corporation’s future results; the inability to position the Corporation for long-term growth; risks associated with issuing new equity including the possible dilution of the Corporation’s outstanding Common Shares; the value of existing equity following the completion of any financing transaction; the Corporation defaulting on its obligations, which could result in the Corporation having to file for bankruptcy or undertake a restructuring proceeding; and the Corporation 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.