CEBI.P CE Brands Inc

CE Brands Inc. (TSXV:CEBI.P, “CEBI”) and eBuyNow eCommerce Ltd. (“EBN”) are providing an update on CEBI’s proposed acquisition of all of EBN’s issued and outstanding securities (the “Proposed Transaction”), which CEBI and EBN previously announced via news release on March 13, 2020. The Proposed Transaction is subject to certain conditions, including EBN shareholder approval and TSX Venture Exchange acceptance, and is intended to constitute CEBI’s Qualifying Transaction within the meaning of TSX Venture Exchange policies.

Effective October 13, 2020, CEBI and EBN executed Amendment No. 2 to the Amalgamation Agreement (“Amendment No. 2”), which amends the Amalgamation Agreement dated March 12, 2020, as well as Amendment No. 1 to the Amalgamation Agreement dated March 27, 2020.

The purpose of Amendment No. 2 is to:

• extend the deadline for the completion of the Proposed Transaction from June 30, 2020, to December 31, 2020;
• increase the size of CEBI’s proposed public offering of subscription receipts (the “Public Offering”) from maximum gross proceeds of $10,000,000 to maximum gross proceeds of $15,000,000; and
• address the parties’ obligations to comply with United States federal and state securities laws.

A copy of Amendment No. 2 is available on CEBI’s SEDAR profile at www.sedar.com.Neither the Exchange nor its regulation services provider (as defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Forward-Looking Information Disclaimer

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 deadline for completion of the Proposed Transaction and the size of the Public Offering. The forward-looking information is based on certain key expectations and assumptions made by CEBI and EBN, including expectations and assumptions concerning the ability of CEBI and EBN to complete the Proposed Transaction and Public Offering. Although CEBI and EBN believe 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 neither CEBI nor EBN can 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 include, but are not limited to, the inability of CEBI and EBN to satisfy the conditions precedent to the Proposed Transaction and Public Offering. 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. Neither CEBI nor EBN undertakes any 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 CEBI, please contact:

Dave HendersonPresident and Chief Executive Officer403-978-5201dhhendersonceb@gmail.com

Brian ProkopChief Financial Officer587-899-4807brianprokop@yahoo.ca

For further information about EBN, please contact:

Kalvie Legat Executive Vice President, Head of Corporate Development778-771-0901ir@ebuynow.com

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF THAT JURISDICTION.