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Xebra Brands Ltd. Terminates Letter of Intent to Acquire BSK Holdings Inc.; Announces Delay in Completion of Annual Filings and MCTO; Announces Loan
Xebra Brands Ltd. Terminates Letter of Intent to Acquire BSK Holdings Inc.; Announces Delay in Completion of Annual Filings and MCTO; Announces Loan

Yahoo

time03-07-2025

  • Business
  • Yahoo

Xebra Brands Ltd. Terminates Letter of Intent to Acquire BSK Holdings Inc.; Announces Delay in Completion of Annual Filings and MCTO; Announces Loan

Continued Partnership to Bring ELEMENTS™ CBD Product Line to U.S. Market VANCOUVER, BC / / July 2, 2025 / Xebra Brands Ltd. ("Xebra" or the "Company") (CSE:XBRA)(OTCQB:XBRAF)(FSE:9YC0) a leading innovator in the North American cannabis market, announces the termination of its non‑binding Letter of Intent ("LOI") to acquire 100% of the outstanding shares of BSK Holdings Inc. ("BSK"), announced on April 24th, 2025. The contemplated transaction was subject to various conditions including satisfactory due diligence and regulatory approvals, and following a thorough review and ongoing discussions, Xebra determined that it is in the Company's best interest to not proceed with the proposed acquisition. "We sincerely appreciate the professionalism and collaboration shown by the BSK team throughout this process," said Rodrigo Gallardo, Interim CEO of Xebra Brands. "While we will not be moving forward with a corporate transaction, we maintain a high regard for BSK's expertise and vision." Despite the decision to terminate the LOI, Xebra is pleased to confirm that its partnership with BSK remains active and productive. As previously announced on May 14, 2025, Xebra and BSK executed a manufacturing and distribution agreement to launch Xebra's ELEMENTS™ CBD product line in the United States. This strategic collaboration will continue independently of the terminated acquisition plan. "Our focus remains on bringing high‑quality CBD products to U.S. consumers under the ELEMENTS™ brand," added Gallardo. "We look forward to building a strong commercial presence in the U.S. market with the support of BSK's operational capabilities." MCTOXebra announces that its audited financial statements, CEO and CFO certifications, and management discussion and analysis (the "Annual Filings") for the year ended February 28, 2025 were not released on or prior to the applicable filing deadline on June 30, 2025. The Company was been late in the preparation of the Annual Filings due to management changes and facing certain liquidity constraints and unforeseen delays in the procurement of necessary financial resources to initiate the audit. As further detailed below, the Company has made arrangements to facilitate the completion of the audit and the Annual Filings and the filing thereof. As a result of the delay, the Company has voluntarily applied for and was granted a management cease trade order, which prohibits certain current directors, officers and insiders of the Company from trading in securities of the Company for so long as the Annual Filings are not filed. The issuance of such management cease trade order generally does not affect the ability of the general investing public to trade in the securities of the Company. The Company intends to provide updates in accordance with National Policy 12-203 - Management Cease Trade Orders with respect to further developments in respect of this matter promptly following their occurrence. LoanXebra announces that it has entered into a loan agreement with an existing shareholder (the "Lender"), a co-founder of Xebra, pursuant to which the Lender has agreed to provide a loan of up C$110,000 to the Company in such principal amounts to be advanced to the Company by the Lender as agreed from time to time (the "Loan"). The Loan is unsecured, bears interest at 10% per annum and matures one year from the date of issuance of the Loan. The Loan will help fund the Company's working capital and general corporate purposes, including but not limited to the audit of the Annual Filings. About Xebra Brands 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 the Board, "Rodrigo Gallardo"Interim CEO For More Information, Contact:+52 556 387 2293ir@ Cautionary Note Regarding Forward-Looking Statements: This news release contains certain "forward-looking information" and "forward-looking statements", as such terms are defined under applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements can be identified by the use of words and phrases such as "plans", "expects" ,"is expected", "budget", "scheduled," "estimates", "forecasts", "intends", "anticipates" or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements herein include, but are not limited to, statements with respect to the MCTO, compliance with National Policy 12-203 - Management Cease Trade Orders and the completion of the Annual Filings, including the timing and cost thereof. These forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond Xebra's ability to predict or control and could cause actual results to differ materially from those contained in the forward-looking statements. Specific reference is made to Xebra's most recent annual management discussion and analysis on file with certain Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward-looking statements, which include, without limitation, Such factors include, but are not limited to, the inability to obtain sufficient financing, the inability of current cash on hand to adequately satisfy current accounts payable, the inability of Xebra to retain the authorizations granted by COFEPRIS, the inability to successfully complete financings on terms acceptable to Xebra or at all, 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; and the timely receipt of regulatory approvals for license applications on terms satisfactory to Xebra. In addition, there is no assurance Xebra will: be a low-cost producer or exporter; obtain a dominant market position in any jurisdiction; have products that will be unique. The foregoing list is not exhaustive and Xebra undertakes no obligation to update or revise any of the foregoing except as required by law. Many of these uncertainties and contingencies could affect Xebra's actual performance and cause its actual performance to differ materially from what has been expressed or implied in any forward-looking statements made by, or on behalf of, Xebra. Readers are cautioned that forward-looking statements are not guarantees of future performance and readers should not place undue reliance on such forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those set out in such statements. This press release includes market, industry and economic data which was obtained from publicly available sources and other sources believed by Xebra to be true. Although Xebra believes the information to be reliable, it has not independently verified any of the data from third party sources referred to in this press release, or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying economic and other assumptions relied upon by such sources. Xebra believes that its market, industry and economic data is accurate and that its estimates and assumptions are reasonable, but there can be no assurance as to the accuracy or completeness thereof. Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. SOURCE: Xebra Brands Ltd View the original press release on ACCESS Newswire Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data

Xebra Brands Ltd. Terminates Letter of Intent to Acquire BSK Holdings Inc.; Announces Delay in Completion of Annual Filings and MCTO; Announces Loan
Xebra Brands Ltd. Terminates Letter of Intent to Acquire BSK Holdings Inc.; Announces Delay in Completion of Annual Filings and MCTO; Announces Loan

Associated Press

time03-07-2025

  • Business
  • Associated Press

Xebra Brands Ltd. Terminates Letter of Intent to Acquire BSK Holdings Inc.; Announces Delay in Completion of Annual Filings and MCTO; Announces Loan

Continued Partnership to Bring ELEMENTS™ CBD Product Line to U.S. Market VANCOUVER, BC / ACCESS Newswire / July 2, 2025 / Xebra Brands Ltd. ('Xebra' or the 'Company') (CSE:XBRA)(OTCQB:XBRAF)(FSE:9YC0) a leading innovator in the North American cannabis market, announces the termination of its non‑binding Letter of Intent ('LOI') to acquire 100% of the outstanding shares of BSK Holdings Inc. ('BSK'), announced on April 24th, 2025. The contemplated transaction was subject to various conditions including satisfactory due diligence and regulatory approvals, and following a thorough review and ongoing discussions, Xebra determined that it is in the Company's best interest to not proceed with the proposed acquisition. 'We sincerely appreciate the professionalism and collaboration shown by the BSK team throughout this process,' said Rodrigo Gallardo, Interim CEO of Xebra Brands. 'While we will not be moving forward with a corporate transaction, we maintain a high regard for BSK's expertise and vision.' Despite the decision to terminate the LOI, Xebra is pleased to confirm that its partnership with BSK remains active and productive. As previously announced on May 14, 2025, Xebra and BSK executed a manufacturing and distribution agreement to launch Xebra's ELEMENTS™ CBD product line in the United States. This strategic collaboration will continue independently of the terminated acquisition plan. 'Our focus remains on bringing high‑quality CBD products to U.S. consumers under the ELEMENTS™ brand,' added Gallardo. 'We look forward to building a strong commercial presence in the U.S. market with the support of BSK's operational capabilities.' MCTO Xebra announces that its audited financial statements, CEO and CFO certifications, and management discussion and analysis (the 'Annual Filings') for the year ended February 28, 2025 were not released on or prior to the applicable filing deadline on June 30, 2025. The Company was been late in the preparation of the Annual Filings due to management changes and facing certain liquidity constraints and unforeseen delays in the procurement of necessary financial resources to initiate the audit. As further detailed below, the Company has made arrangements to facilitate the completion of the audit and the Annual Filings and the filing thereof. As a result of the delay, the Company has voluntarily applied for and was granted a management cease trade order, which prohibits certain current directors, officers and insiders of the Company from trading in securities of the Company for so long as the Annual Filings are not filed. The issuance of such management cease trade order generally does not affect the ability of the general investing public to trade in the securities of the Company. The Company intends to provide updates in accordance with National Policy 12-203 - Management Cease Trade Orders with respect to further developments in respect of this matter promptly following their occurrence. Loan Xebra announces that it has entered into a loan agreement with an existing shareholder (the 'Lender'), a co-founder of Xebra, pursuant to which the Lender has agreed to provide a loan of up C$110,000 to the Company in such principal amounts to be advanced to the Company by the Lender as agreed from time to time (the 'Loan'). The Loan is unsecured, bears interest at 10% per annum and matures one year from the date of issuance of the Loan. The Loan will help fund the Company's working capital and general corporate purposes, including but not limited to the audit of the Annual Filings. 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 the Board, 'Rodrigo Gallardo' Interim CEO For More Information, Contact: +52 556 387 2293 [email protected] Cautionary Note Regarding Forward-Looking Statements: This news release contains certain 'forward-looking information' and 'forward-looking statements', as such terms are defined under applicable securities laws (collectively, 'forward-looking statements'). Forward-looking statements can be identified by the use of words and phrases such as 'plans', 'expects' ,"is expected', 'budget', 'scheduled,' 'estimates', 'forecasts', 'intends', 'anticipates' or 'believes' or variations (including negative variations) of such words and phrases, or state that certain actions, events or results 'may', 'could', 'would', 'might' or 'will' be taken, occur or be achieved. Forward-looking statements herein include, but are not limited to, statements with respect to the MCTO, compliance with National Policy 12-203 - Management Cease Trade Orders and the completion of the Annual Filings, including the timing and cost thereof. These forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond Xebra's ability to predict or control and could cause actual results to differ materially from those contained in the forward-looking statements. Specific reference is made to Xebra's most recent annual management discussion and analysis on file with certain Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward-looking statements, which include, without limitation, Such factors include, but are not limited to, the inability to obtain sufficient financing, the inability of current cash on hand to adequately satisfy current accounts payable, the inability of Xebra to retain the authorizations granted by COFEPRIS, the inability to successfully complete financings on terms acceptable to Xebra or at all, 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; and the timely receipt of regulatory approvals for license applications on terms satisfactory to Xebra. In addition, there is no assurance Xebra will: be a low-cost producer or exporter; obtain a dominant market position in any jurisdiction; have products that will be unique. The foregoing list is not exhaustive and Xebra undertakes no obligation to update or revise any of the foregoing except as required by law. Many of these uncertainties and contingencies could affect Xebra's actual performance and cause its actual performance to differ materially from what has been expressed or implied in any forward-looking statements made by, or on behalf of, Xebra. Readers are cautioned that forward-looking statements are not guarantees of future performance and readers should not place undue reliance on such forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those set out in such statements. This press release includes market, industry and economic data which was obtained from publicly available sources and other sources believed by Xebra to be true. Although Xebra believes the information to be reliable, it has not independently verified any of the data from third party sources referred to in this press release, or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying economic and other assumptions relied upon by such sources. Xebra believes that its market, industry and economic data is accurate and that its estimates and assumptions are reasonable, but there can be no assurance as to the accuracy or completeness thereof. Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. SOURCE: Xebra Brands Ltd press release

Missing merluza: Chile's battle to save its favourite catch
Missing merluza: Chile's battle to save its favourite catch

Malay Mail

time07-06-2025

  • General
  • Malay Mail

Missing merluza: Chile's battle to save its favourite catch

CHILE, June 8 — Before setting sail for the South Pacific, Chilean fisherman Rodrigo Gallardo blesses himself to invoke heavenly protection and luck in his pursuit of an increasingly elusive catch: hake. Strong winds make for a choppy seven-nautical-mile (13 kilometer) voyage from the port of Valparaiso to deep waters that decades ago were teeming with Chile's favorite fish. But several hours later, when Gallardo reels in a longline studded with sardines (these small fry are used as bait) just a single hake has bitten. 'In the past, the hold was completely full,' the 46-year-old lamented. The South Pacific hake, or merluccius gayi, provides a living for some 4,000 small-scale fishermen in Chile, a country with over 6,000 kilometers of coastline, which has a voracious appetite for 'merluza'. But the attraction for cod's more affordable cousin is proving fatal. Along central Chile's traditional fishing heartland, more and more boats are returning to port with empty holds as overfishing and climate change decimate hake stocks. In the past two decades, Chile's hake population has declined by 70 per cent according to the Fisheries Development Institute (IFOP). Gallardo, 46, blames years of regulations that benefitted commercial 'bottom' trawlers, which use drag nets to scoop up huge amounts of deep-water fish, like hake, depleting ocean stocks. Commercial fisheries, for their part, blame illegal fishing by small-scale fishermen like Gallardo. Regulations fall short Chile has been fighting a high stakes battle against overfishing for years. With several species in severe decline by the early 2010s, from hake to jack mackerel and jumbo squid, the government introduced annual biomass (weight) quotas designed to determine sustainable fishing levels. Chile also designated over 40 per cent of its waters as Marine Protected Areas, where fishing is restricted, and signed up to the United Nations High Seas Treaty on protecting marine biodiversity. A decade on, the populations of some species, such as sardines, cuttlefish and horse mackerel — Chile's biggest fish export — have begun to recover. The hake numbers, however, continue to make for grim reading. An IFOP study from 2024 showed a 17 per cent drop in the biomass of hake stocks compared to the previous year. Drop in the ocean Rodrigo Catalan, conservation director of the Chilean chapter of the World Wildlife Fund, blames a mix of 'illegal fishing, over-exploitation and climate change' for making hake increasingly scarce. In 2023, authorities seized 58 tons of illegal hake, the second-largest seizure by species after anchovies. The authorities suspect it's just a drop in the ocean. Because hake is usually caught close to shore, it's easy to quickly reel it in without being noticed. Much of the illegal catch winds up for sale in small quantities on markets, which also makes it difficult to detect, according to the National Fisheries Service. Experts say climate change is also wreaking havoc with fish stocks. Alicia Gallardo, a researcher at the University of Chile, said that rising sea temperatures was causing hake to migrate further south in search of colder currents, and was also affecting reproduction rates. Too many nets, too few fish Having to share an ever-shrinking catch — the annual quota for hake now stands at 35,000 tons, down from 118,000 in 2001 — has caused tempers in Chile to flare. 'There aren't enough fish for so many fishermen,' Liesbeth van der Meer, director of the ocean conservation NGO Oceana remarked. Small-scale fishermen in Valparaiso clashed with police during three days of protests in March over delays in adopting a bill that boosted their share of the catch quota for hake, among other species. Chile's biggest commercial fishery PacificBlu threatened to close shop, with the loss of 3,200 jobs, if its share was cut but later revoked the threat. The bill, which increases the quota for artisanal fishing from 40 per cent to 45 per cent, was finally adopted by the Senate this week. — AFP

Missing merluza: Chile's battle to save its favorite catch
Missing merluza: Chile's battle to save its favorite catch

Yahoo

time06-06-2025

  • General
  • Yahoo

Missing merluza: Chile's battle to save its favorite catch

Before setting sail for the South Pacific, Chilean fisherman Rodrigo Gallardo blesses himself to invoke heavenly protection and luck in his pursuit of an increasingly elusive catch: hake. Strong winds make for a choppy seven-nautical-mile (13 kilometer) voyage from the port of Valparaiso to deep waters that decades ago were teeming with Chile's favorite fish. But several hours later, when Gallardo reels in a longline studded with sardines (these small fry are used as bait) just a single hake has bitten. "In the past, the hold was completely full," the 46-year-old lamented. The South Pacific hake, or merluccius gayi, provides a living for some 4,000 small-scale fishermen in Chile, a country with over 6,000 kilometers of coastline, which has a voracious appetite for "merluza." But the attraction for cod's more affordable cousin is proving fatal. Along central Chile's traditional fishing heartland, more and more boats are returning to port with empty holds as overfishing and climate change decimate hake stocks. In the past two decades, Chile's hake population has declined by 70 percent according to the Fisheries Development Institute (IFOP). Gallardo, 46, blames years of regulations that benefitted commercial "bottom" trawlers, which use drag nets to scoop up huge amounts of deep-water fish, like hake, depleting ocean stocks. Commercial fisheries, for their part, blame illegal fishing by small-scale fishermen like Gallardo. - Regulations fall short - Chile has been fighting a high stakes battle against overfishing for years. With several species in severe decline by the early 2010s, from hake to jack mackerel and jumbo squid, the government introduced annual biomass (weight) quotas designed to determine sustainable fishing levels. Chile also designated over 40 percent of its waters as Marine Protected Areas, where fishing is restricted, and signed up to the United Nations High Seas Treaty on protecting marine biodiversity. A decade on, the populations of some species, such as sardines, cuttlefish and horse mackerel -- Chile's biggest fish export -- have begun to recover. The hake numbers, however, continue to make for grim reading. An IFOP study from 2024 showed a 17 percent drop in the biomass of hake stocks compared to the previous year. - Drop in the ocean - Rodrigo Catalan, conservation director of the Chilean chapter of the World Wildlife Fund, blames a mix of "illegal fishing, over-exploitation and climate change" for making hake increasingly scarce. In 2023, authorities seized 58 tons of illegal hake, the second-largest seizure by species after anchovies. The authorities suspect it's just a drop in the ocean. Because hake is usually caught close to shore, it's easy to quickly reel it in without being noticed. Much of the illegal catch winds up for sale in small quantities on markets, which also makes it difficult to detect, according to the National Fisheries Service. Experts say climate change is also wreaking havoc with fish stocks. Alicia Gallardo, a researcher at the University of Chile, said that rising sea temperatures was causing hake to migrate further south in search of colder currents, and was also affecting reproduction rates. - Too many nets, too few fish - Having to share an ever-shrinking catch -- the annual quota for hake now stands at 35,000 tons, down from 118,000 in 2001 -- has caused tempers in Chile to flare. "There aren't enough fish for so many fishermen," Liesbeth van der Meer, director of the ocean conservation NGO Oceana remarked. Small-scale fishermen in Valparaiso clashed with police during three days of protests in March over delays in adopting a bill that boosted their share of the catch quota for hake, among other species. Chile's biggest commercial fishery PacificBlu threatened to close shop, with the loss of 3,200 jobs, if its share was cut but later revoked the threat. The bill, which increases the quota for artisanal fishing from 40 percent to 45 percent, was finally adopted by the Senate this week. pa/cb/bgs

Xebra Brands Launches National RFP to Establish Cannabis Cultivation Partnerships Across Mexico
Xebra Brands Launches National RFP to Establish Cannabis Cultivation Partnerships Across Mexico

Associated Press

time10-04-2025

  • Business
  • Associated Press

Xebra Brands Launches National RFP to Establish Cannabis Cultivation Partnerships Across Mexico

VANCOUVER, BC / ACCESS Newswire / April 10, 2025 / Xebra Brands Ltd. ('Xebra' or the 'Company') (CSE:XBRA)(OTCQB:XBRAF)(FSE:9YC0), a trailblazer in the Mexican cannabis sector and the sole company legally permitted to cultivate, manufacture, operate, and sell cannabis (-1% THC) in Mexico, is excited to announce the launch of a formal Request for Proposal (RFP) process. This initiative seeks to form 5 to 12 agricultural partnerships with companies and authorities across diverse growing regions in Mexico to cultivate cannabis under federal authorization. A National Call for Cannabis Cultivation Partners Xebra continues to progress on the legal groundwork while moving into commercial execution, the Company is issuing a public call for proposals from experienced agricultural companies, landowners, and municipal entities with the capability and interest to partner on cannabis cultivation projects. These joint initiatives will mark the first wave of federally compliant cannabis farming operations in the country. 'Entering commercial operations marks a historic milestone for Xebra and for the cannabis industry in Mexico,' said Rodrigo Gallardo, Interim CEO of Xebra Brands. 'By launching this RFP, we are not only opening the door for regional growers to participate in a federally licensed and structured cannabis market-we are laying the groundwork for a transformative new chapter in the country's agricultural economy.' RFP Overview and Timeline The RFP will remain open from June 1, 2025 until August 31, 2025. Proposals will be reviewed through a structured evaluation process, with selected partners announced in fall 2025. The RFP submission package outlines all requirements and evaluation criteria, which include: Driving Forward a Legal Cannabis Economy This initiative represents the first economic agricultural call-to-action under Mexico's federal cannabis framework, solidifying Xebra's leadership in the space and laying the groundwork for a thriving, legally compliant cannabis economy. About Xebra Brands: Xebra Brands Ltd. is a global cannabis company focused on the development and commercialization of cannabis-based products and assets. In Mexico, Xebra holds the only full federal authorization to legally cultivate, process, and sell cannabis (-1% THC). The Company is committed to building a national network of compliant cultivation partners and introducing high-quality cannabis products to both domestic and international markets. ON BEHALF OF THE BOARD: Rodrigo Gallardo Interim CEO For more information contact: 1(888) XEBRA 88 Cautionary Note Regarding Forward-Looking Statements: This news release contains certain 'forward-looking information' and 'forward-looking statements', as such terms are defined under applicable securities laws (collectively, 'forward-looking statements'). Forward-looking statements can be identified by the use of words and phrases such as 'plans', 'expects' ,"is expected', 'budget', 'scheduled,' 'estimates', 'forecasts', 'intends', 'anticipates' or 'believes' or variations (including negative variations) of such words and phrases, or state that certain actions, events or results 'may', 'could', 'would', 'might' or 'will' be taken, occur or be achieved. Forward-looking statements herein include, but are not limited to, statements with respect Strategy 2025 and the Company's growth strategy into the CBD market, the roadmap to accelerate growth in the North American CBD market, the Company's expected growth pillars of Cultivation, Manufacturing and Retail and the planned business activities under each such pillar, that the Company is actively seeking to amend current provisions under the Company's Mexican cultivation licences that limit cultivation scale, the aim to collaborate with major agricultural institutions in Mexico for large-scale, low-cost outdoor cannabis cultivation, expectations with respect to the Company's legal proceedings in Mexico, including the results and timing thereof, the expectation that Chapingo University will initiate pilot projects once confined site approval is granted, the anticipation for the importation process the two CBD products, which were manufactured in partnership with Restorative Botanicals, to be completed by April 2025 and the expectation for launch shortly thereafter, the Company's plans for e-commerce partnerships with Amazon Mexico and Mercado Libre is Mexico and the intention to leveraging expertise from a major U.S. e-commerce partner for market expansion and that the Company is seeking partnerships with CBD brands and that such partnerships may expedite the Company's path to self-sustainability. These forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond Xebra's ability to predict or control and could cause actual results to differ materially from those contained in the forward-looking statements. Specific reference is made to Xebra's most recent annual management discussion and analysis on file with certain Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward-looking statements, which include, without limitation, the inability of Xebra to retain the authorizations granted by COFEPRIS, the inability to successfully complete financings on terms acceptable to Xebra or at all, 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; and the timely receipt of regulatory approvals for license applications on terms satisfactory to Xebra. In addition, there is no assurance Xebra will: be a low-cost producer or exporter; obtain a dominant market position in any jurisdiction; have products that will be unique. The foregoing list is not exhaustive and Xebra undertakes no obligation to update or revise any of the foregoing except as required by law. Many of these uncertainties and contingencies could affect Xebra's actual performance and cause its actual performance to differ materially from what has been expressed or implied in any forward-looking statements made by, or on behalf of, Xebra. Readers are cautioned that forward-looking statements are not guarantees of future performance and readers should not place undue reliance on such forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those set out in such statements.

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