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Xebra Brands Announces Issuance of Cease Trade Order

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Xebra Brands (XBRAF) announced it will not meet the deadline to file its annual financial statements and related documents for the year ended February 28, 2025. The British Columbia Securities Commission (BCSC) is expected to issue a cease trade order (CTO), replacing the previous management cease trade order from July 2, 2024.

The company faced delays due to liquidity constraints and management changes. A previously announced C$110,000 loan agreement to complete the filings has been terminated. Trading on the Canadian Securities Exchange will be suspended until required documents are filed. Additionally, Xebra's listing has been downgraded from OTCQB to OTC Pink Open Market.

Xebra Brands (XBRAF) ha comunicato che non sarà in grado di rispettare la scadenza per la presentazione del bilancio annuale e dei documenti correlati per l'esercizio chiuso il 28 febbraio 2025. La British Columbia Securities Commission (BCSC) dovrebbe emettere un cease trade order (CTO), che sostituirà il precedente ordine di sospensione delle operazioni emesso dalla gestione il 2 luglio 2024.

L'azienda ha subito ritardi a causa di vincoli di liquidità e cambiamenti nella direzione. L'accordo di prestito precedentemente annunciato di 110.000 C$ per completare le presentazioni è stato annullato. Le negoziazioni sulla Canadian Securities Exchange saranno sospese fino alla presentazione dei documenti richiesti. Inoltre, la quotazione di Xebra è stata declassata da OTCQB a OTC Pink Open Market.

Xebra Brands (XBRAF) anunció que no cumplirá con el plazo para presentar sus estados financieros anuales y documentos relacionados correspondientes al ejercicio cerrado el 28 de febrero de 2025. Se espera que la British Columbia Securities Commission (BCSC) emita una cease trade order (CTO), que reemplazará la orden previa emitida por la administración el 2 de julio de 2024.

La compañía experimentó retrasos debido a restricciones de liquidez y cambios en la dirección. El acuerdo de préstamo anunciado previamente por C$110,000 para completar las presentaciones ha sido cancelado. La negociación en la Canadian Securities Exchange quedará suspendida hasta que se presenten los documentos requeridos. Además, la cotización de Xebra ha sido degradada de OTCQB a OTC Pink Open Market.

Xebra Brands (XBRAF)는 2025년 2월 28일로 종료되는 회계연도에 대한 연례 재무제표 및 관련 서류 제출 기한을 지키지 못할 것이라고 공지했습니다. 브리티시컬럼비아 증권위원회(BCSC)가 2024년 7월 2일의 이전 관리자 거래중지 명령을 대체하는 거래중지 명령(CTO)을 발령할 것으로 예상됩니다.

회사는 유동성 제약 및 경영진 교체로 인해 지연을 겪었습니다. 제출을 완료하기 위해 이전에 발표된 C$110,000 대출 계약은 해지되었습니다. 필수 서류가 제출될 때까지 캐나다 증권거래소(CSE)에서의 거래는 중단됩니다. 또한 Xebra의 상장 등급은 OTCQB에서 OTC Pink Open Market으로 강등되었습니다.

Xebra Brands (XBRAF) a annoncé qu'elle ne respecterait pas la date limite de dépôt de ses états financiers annuels et des documents connexes pour l'exercice clos le 28 février 2025. La British Columbia Securities Commission (BCSC) devrait émettre une cease trade order (CTO), remplaçant l'ordre de suspension des opérations antérieur émis le 2 juillet 2024.

La société a connu des retards en raison de contraintes de liquidité et de changements de direction. L'accord de prêt annoncé précédemment de 110 000 C$ pour finaliser les dépôts a été annulé. Les négociations sur la Canadian Securities Exchange seront suspendues jusqu'à ce que les documents requis soient déposés. De plus, la cotation de Xebra a été rétrogradée de l'OTCQB au OTC Pink Open Market.

Xebra Brands (XBRAF) gab bekannt, dass es die Frist zur Einreichung des Jahresabschlusses und der zugehörigen Unterlagen für das zum 28. Februar 2025 endende Geschäftsjahr nicht einhalten wird. Die British Columbia Securities Commission (BCSC) wird voraussichtlich eine cease trade order (CTO) erlassen, die die zuvor am 2. Juli 2024 verhängte Management-Cease-Trade-Order ersetzt.

Das Unternehmen erlitt Verzögerungen aufgrund von Liquiditätsengpässen und Wechseln im Management. Die zuvor angekündigte Kreditvereinbarung über C$110.000 zur Fertigstellung der Einreichungen wurde aufgehoben. Der Handel an der Canadian Securities Exchange wird bis zur Einreichung der erforderlichen Unterlagen ausgesetzt. Zudem wurde Xebras Notierung von OTCQB auf OTC Pink Open Market herabgestuft.

Positive
  • None.
Negative
  • Company failed to file required annual financial statements and related documents
  • Previous C$110,000 loan agreement was terminated due to non-advancement of funds
  • Trading will be suspended on Canadian Securities Exchange
  • Downgrade from OTCQB to OTC Pink Open Market
  • Facing liquidity constraints

VANCOUVER, BC / ACCESS Newswire / August 22, 2025 / Xebra Brands Ltd. ("Xebra" or the "Company") (XBRA:CSE)(XBRAF:OTC PINK)(9YC:FSE), a cannabis company, announces that the Company does not expect to be in a position to file its annual financial statements, management's discussion and analysis and related officer certifications for the financial year ended February 28, 2025 (collectively, the "Annual Filings") on or prior to August 29, 2025, being the date that is two months from the filing deadline of June 30, 2025. As a result of the foregoing, the Company anticipates the British Columbia Securities Commission (the "BCSC"), as the principal regulator of the Company, will issue a failure to file cease trade order ("CTO") for its failure to file its Annual Filings and its unaudited interim financial statements, related management's discussion and analysis and officer certifications for the three months ended May 31, 2025 (the "Interim Filings", and together with the Annual Filings, the "Required Documents").

The BCSC had previously issued a management cease trade order (the "MCTO") against the Company on July 2, 2024, in connection with the delayed filing of the Annual Filings. The Company expects the CTO to revoke and replace the MCTO. As a result of the expected CTO, the Company expects trading on the Canadian Securities Exchange (the "Exchange") to be suspended until the Required Documents are filed.

As previously disclosed, the Annual Financial Filings were not filed by the applicable filing deadline due to the fact that there have been certain liquidity constraints and delays associated with recent changes of management. As announced on July 3, 2025, the Company entered into a loan agreement (the "Loan Agreement") pursuant to which the lender agreed to provide a loan of up to C$110,000 (the "Loan") in order to provide sufficient resources to complete the Annual Filings. Due to matters outside of the control of the Company, the Company was not advanced funds under the Loan and the Loan Agreement has been terminated. The Company has identified several potential funding sources and expects to provide an announcement within the next couple weeks on the procurement of capital and the updated anticipated timeline to complete and file the Required Documents. It is expected that the CTO will remain in effect until two full business days following the receipt by the BCSC of all filings the Company is required to make under British Columbia securities law, including the Required Documents.

It is expected that the CTO will be issued under Multilateral Instrument 11-103 - Failure-To-File Cease Trade Orders In Multiple Jurisdictions and will prohibit the trading or purchase by any person or company of any securities of the Company in each jurisdiction in Canada in which the Company is a reporting issuer for as long as the CTO remains in effect.

The Company also announces the OTC Markets Group has informed the Company that its listing has been moved from the OTCQB Market to the OTC Pink Open Market. The Pink Open Market provides brokers with a regulated platform for transparent trading.

ABOUT XEBRA BRANDS LTD.

Xebra Brands is a Canadian cannabis company with international reach, focused on the development and commercialization of cannabis‑derived wellness products. Xebra is the first company to receive full authorization to import, cultivate, manufacture, and sell cannabis (‑1% THC) in Mexico, and is actively expanding its ELEMENTS™ product line through strategic partnerships in North America.

On Behalf of Xebra Brands Ltd.

Rodrigo Gallardo
Interim CEO

For more information contact:
+52 55 6387 2293
ir@xebrabrands.com

Forward-Looking Information

Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes, but is not limited to, business goals and objectives of the Company; statements and information regarding the timing for the filings of the Required Documents; that the Company has identified several potential funding sources and expects to provide an announcement within the next couple weeks on the procurement of capital and the updated anticipated timeline to complete and file the Required Documents; the Company's ability to be a first mover in a country, or to obtain or retain government licenses, permits, or authorizations in general, or specifically in Mexico, Canada or elsewhere, including cannabis authorizations from the Mexican Health Regulatory Agency (COFEPRIS); the Company's ability to satisfy the conditions of authorizations granted by COFEPRIS; any continuing uniqueness of any of the Company's products; and other forward-looking information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms thereon.

Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, the reliance of the Company on its auditors and management with respect to the Annual Filings, the inability to source capital to complete the Required Filings, the inability of the Company to retain the authorizations granted by COFEPRIS; the inability to generate sufficient revenues or to raise sufficient funds to carry out its business plan; changes in government legislation, taxation, controls, regulations and political or economic developments in various countries; risks associated with agriculture and cultivation activities generally, including inclement weather, access to supply of seeds, poor crop yields, and spoilage; compliance with import and export laws of various countries; significant fluctuations in cannabis prices and transportation costs; the risk of obtaining necessary licenses and permits; inability to identify, negotiate and complete potential acquisitions, dispositions or joint ventures for any reason; the ability to retain key employees; dependence on third parties for services and supplies; non-performance by contractual counter-parties; general economic conditions; the continued growth in global demand for cannabis products and the continued increase in jurisdictions legalizing cannabis; the timely receipt of regulatory approvals for license applications on terms satisfactory to the Company; and other related risks as more fully set out in the registration statement of Company and other documents disclosed under the Company's filings at www.sedar.com. In addition, there is no assurance that the Company will: be a low-cost producer or exporter; obtain a dominant market position in any jurisdiction; or have products that will be unique.

The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the Company's objectives, goals or future plans, the timing thereof and related matters. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

SOURCE: Xebra Brands Ltd



View the original press release on ACCESS Newswire

FAQ

What is the reason for Xebra Brands (XBRAF) cease trade order in 2025?

Xebra Brands is facing a cease trade order due to failure to file its annual financial statements and related documents for the year ended February 28, 2025, primarily due to liquidity constraints and management changes.

How will the cease trade order affect Xebra Brands (XBRAF) stock trading?

The cease trade order will suspend trading of Xebra Brands stock on the Canadian Securities Exchange until all required documents are filed, and prohibit trading of company securities across Canadian jurisdictions.

What happened to the C$110,000 loan agreement announced by Xebra Brands?

The previously announced C$110,000 loan agreement was terminated as the funds were not advanced to the company due to matters outside of Xebra's control.

What is the current trading status of Xebra Brands (XBRAF) on OTC Markets?

Xebra Brands has been downgraded from the OTCQB Market to the OTC Pink Open Market, which provides brokers with a regulated platform for transparent trading.

When were Xebra Brands' annual financial statements originally due?

Xebra Brands' annual financial statements were originally due on June 30, 2025, with a two-month extension period ending August 29, 2025.
Xebra Brands

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