CE Brands Inc. announced a non-brokered private placement of 2,500,000 common shares at an issue price of CAD 1,400,000 and secured binding commitments for a private placement of 2,000,000 senior secured convertible notes at CAD 2 per note for aggregate committed capital of CAD 4,000,000; for an aggregate gross proceeds of CAD 5,400,000 on November 1, 2021. The transaction will involve participation from existing institutional investors for common shares and by certain investment entities managed or advised by Vesta Wealth Partners Ltd. Each convertible note is convertible into one common share and one common share purchase warrants. The holders of the convertible notes will receive an aggregate of 2,000,000 common share purchase warrants with each warrant having an exercise price of CAD 1 per share and being exercisable on or before the second anniversary of the issue date. The debt financing can have a potential upsize in the amount of CAD 2,000,000. The convertible notes will bear interest at a rate of 15.0% per annum. The convertible notes will be senior secured obligations of the company and mature on the second anniversary of the issue date. Prior to maturity, the convertible notes are convertible into common shares of the company, at the option of the holders, at a conversion price per share of CAD 1.50. The convertible notes are not redeemable by the company prior to the first anniversary of the issue date. The holders of the convertible notes will receive an aggregate of 2,000,000 common share purchase warrants with each warrant having an exercise price of CAD 1 per share and being exercisable on or before the second anniversary of the issue date. The transaction is expected to close on November 12, 2021.