Calgary, Alberta--(Newsfile Corp. - January 16, 2023) - In accordance with regulatory requirements, Vesta Wealth Partners Ltd. ("Vesta"), on behalf of Vesta Global Stability Fund LP ("Vesta Fund"), and fully managed accounts managed by Vesta (collectively, the "Acquiror"), announces that in consideration for the Vesta Loan Facility Restructuring (as defined below) its has received 2,000,000 common share purchase warrants ("Warrants") of CE Brands Inc. (the "Company"). Each Warrant is exercisable to acquire one common share ("Common Share") at an exercise price of $0.10 at any time on or before January 13, 2025.

The Warrants were issued in connection with the restructuring into senior secured notes of the Company's US$2,000,000 senior secured facility (the "Vesta Loan Facility") granted by Vesta Fund and announced by the Company on January 16, 2023 (the "Vesta Loan Facility Restructuring").

Pursuant to the Vesta Loan Facility Restructuring the Company and Vesta Fund agreed to restructure the Vesta Loan Facility into a senior secured note (the "US$2MM Note") with terms similar to the Revised Notes (as defined below), other than the US$2MM Note is payable on demand after 60 days prior written notice with no maturity date, and the interest rate of the US$2MM Note is 18% and payable semi-annually in arrears, rather than 15% and payable annually in arrears for the Revised Notes. Other material terms of the US$2MM Note are the same as the Revised Notes, including the security of the US$2MM Note ranking pari passu with the Revised Notes.

In addition, the Company, the Acquiror and the holders of the Company's $4,000,000 senior secured convertible notes issued on November 13, 2021 (the "November Convertible Notes") and the Company's $1,000,000 senior secured convertible notes issued on May 25, 2022 (the "May Convertible Notes" together with the November Convertible Notes, the "Notes") have agreed to restructure the Notes (the "Secured Note Restructuring").

Pursuant to the Secured Note Restructuring the Notes have been restructured in order to remove the holders' rights to convert the Notes into Common Shares, to remove the option of the holders to request that interest be payable in Common Shares, and to extend the maturity date of the November Convertible Notes from November 13, 2023 to April 30, 2024 (the "Revised Notes"). The maturity date for the May Convertible Notes remain May 25, 2024. All other material terms of the Notes will remain unchanged in the Revised Notes.

Immediately prior to the acquisition of securities described in this news release, Vesta and its "joint actors" (as defined in National Instrument 61-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues) owned 718,114 Common Shares, 2,741,328 warrants to purchase common shares and $5,000,000 principal amount of Notes (representing approximately 21.71% of the Company on a partially diluted basis). Immediately following the acquisition of securities described in this news release, the Acquiror has control and direction over 718,114 Common Shares, 4,741,328 warrants to purchase Common Shares and $5,000,000 principal amount of Revised Notes and the US$2MM Note representing in the aggregate an approximate 21.6% interest in the Company on a fully-diluted basis assuming the exercise of all of the warrants at their respective exercise prices and based on the basic number of Common Shares currently outstanding.

The Warrants, US$2MM Note and the Revised Notes were acquired in the ordinary course of business, for investment purposes only and not for the purpose of exercising control or direction over the Company. Vesta's private client managed accounts may from time to time acquire additional securities of the Company (including Common Shares pursuant to market purchases) or may decide in the future to sell all or part of its investment.

Vesta specifically disclaims any beneficial ownership of the securities held by its private client managed accounts, but as investment manager of its managed accounts Vesta has exclusive power to exercise investment control or direction over such securities.

For additional information, an early warning report can be found on SEDAR or may be obtained by contacting:

Vesta Wealth Partners Ltd.
Suite 640, 330 – 5th Avenue S.W.
Calgary, Alberta T2P 0L4
Attention: Larisa Wilson
Telephone: 403-930-0700

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