Ebuynow Ecommerce Ltd (EBN) entered into a non-binding letter of intent to acquire CE Brands Inc. (TSXV:CEBI.P) in a reverse merger transaction on June 17, 2019. Ebuynow Ecommerce Ltd entered into an amalgamation agreement to acquire CE Brands Inc. in a reverse merger transaction on March 12, 2020. All of the issued and outstanding EBN Shares, Options and warrants will be exchanged for CEBI Shares Options and warrants, on the basis of five CEBI shares, Options and warrants to one EBN Share, Option and warrant. The proposed Qualifying The transaction assumes that the value of each CEBI Share is CAD 0.20 and the value of each EBN Share is CAD 1. Under the terms of amalgamation agreement, each EBN share, option and warrant will be exchanged for post-consolidation CEBI share, option and warrant on a one-for-one basis. CEBI will consolidate all of the issued and outstanding CEBI shares on a five-for-one basis. If prior to the consummation the values assigned are changed the terms will be adjusted by CEBI and EBN. CEBI will change its name to eBuyNow eCommerce Inc. As per the amended and restated agreement on January 28, 2021, CEBI will consolidate the outstanding CEBI shares on a 20.75-for-one basis and EBN will consolidate the EBN shares on a five-for-one basis and the full corporate name of the Resulting Issuer will be “CE Brands Inc.”. After the completion of the proposed Qualifying Transaction, CEBI will be classified in the “Technology” industry segment of the TSX Venture Exchange and will carry on the current business of EBN. Upon closing, the Corporation expects to qualify as a Tier 1 issuer in the “Industrial” industry segment. CEBI will complete an offering of CEBI Shares, or securities that are convertible into or exchangeable for CEBI Shares, for gross proceeds of approximately CAD 10 million. As of October 13, 2020, CEBI announced that it has increased the size of public offering of subscription receipts to maximum gross proceeds of CAD 15 million. EBN will complete a private placement of EBN units prior to completion of the transaction. If CEBI or EBN breaches the any of the foregoing obligations, then it must pay to the other a break fee of CAD 0.1 million. The Officers and Directors of resulting issuer will consist of Craig Smith as Chair and Chief Executive Officer; Wong Wing Kiong as Director and Chief Product Officer; David Henderson, Director; Kalvie Legat as Chief Financial Officer, Executive Vice President, Head of Corporate Development, and Corporate Secretary; Ernest Levenson, President; Katica Viskovic as Chief Operating Officer; Stephen Smith, Director; Jared Wolk, Director and Adam Rock as Director.

The transaction is subject to a number of significant conditions, including that: the Exchange has conditionally accepted the proposed Qualifying Transaction; CEBI has completed the Offering; completion of private placement; holders of the CEBI Shares have approved the Consolidation and Name Change in accordance with applicable corporate law; receipt of EBN Shareholder approval of the EBN consolidation and amalgamation, holders of the EBN Options have approved the Option Exchange; holders of the EBN Warrants have approved the Warrant Exchange; and each EBN Shareholder has executed a Waiver of Dissent Right and receipt of all necessary regulatory approvals, including TSXV acceptance. The transaction is also subject to EBN shareholder approval. As of April 8, 2021, shareholders of both CEBI and EBN approved the transaction. As of October 13, 2020, deadline for the completion of the transaction has been extended from June 30, 2020 to December 31, 2020. As of February 9, 2021, the closing is expected to occur on March 31, 2021. As of June 16, 2021, the parties entered into an amended and restated amalgamation agreement in connection with the transaction.

Ebuynow Ecommerce Ltd (EBN) completed the acquisition of CE Brands Inc. (TSXV:CEBI.P) in a reverse merger transaction on June 18, 2021. In addition, the Corporation announces the satisfaction of the escrow release conditions under its previously-announced oversubscribed C$17,250,000 public offering. Following the Qualifying Transaction, the Ebuynow consolidated its Common Shares on a 20.75-for-one basis. The Common Shares will being trading under the symbol “CEBI” on June 22, 2021. The new Directors of the combined corporation are Joanne Hruska, Hugh Tyler Rice, Craig Smith (Chair), Stephen A. Smith, Jared Wolk, and W.K. Wong. The new officers of the Corporation are Craig Smith, Chief Executive Officer; Ernest Levenson, President; Kalvie Legat, Executive Vice President and Chief Financial Officer; Katica Viskovic, Chief Operating Officer; W.K. Wong, Chief Product Officer; Chris Taylor, Vice President of Finance; and Adam Rock, Corporate Secretary.