CE Brands Announces Amended Short Form Prospectus Offering

February 20, 2024

Calgary, Alberta, Canada – February 20, 2024 – CE Brands Inc. (TSXV:CEBI) (“CE Brands”), a data- driven consumer electronics company, reports that, further to the filing of CE Brands’ preliminary short form prospectus qualifying the public offering (the “Offering”) of common shares in the capital of CE Brands (the “Shares”), which was previously announced on November 20, 2023, CE Brands has filed an amended and restated preliminary short form prospectus (the “Amended Prospectus”)with the securities regulatory authorities in Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Ontario, Prince Edward Island, and Saskatchewan (collectively, the “Amendment”). CE Brands is pleased to announce that, pursuant to the Amendment and as further described in the Amended Prospectus, the Offering will now be for 25,000,000 Shares at an issue price of $0.20 per Share, for gross proceeds of $5,000,000.

As previously announced on November 20, 2023, CE Brands has engaged Integral Wealth Securities Limited (“Integral”) as the sole agent for the Offering, to use commercially reasonable efforts to market the Offering. CE Brands has agreed to pay Integral a cash commission equal to 8% of the gross proceeds of the Offering, including any proceeds from the sale of any Over-Allotment Shares (as such term is defined below), which CE Brands can now announce will be a cash commission of $0.016 per Share and Over- Allotment Share. CE Brands has additionally agreed to grant to Integral an option, exercisable in whole or in part at any time until the date that is 30 days after the closing of the Offering (the “Closing”), to market for sale an additional number of Shares sold pursuant to the Offering on the same terms as the Shares (the “Over-Allotment Shares”). Pursuant to the Amendment, CE Brands can now report that the number of Over-Allotment Shares shall be 2,500,000.

Other than as reported in this press release, the terms of the Offering previously announced on November 20,2023 remain unchanged.

CE Brands has applied to list the Shares on the TSX Venture Exchange (the “TSXV”). The Offering remains subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the TSXV. The Closing is expected to occur on or around March 7, 2024, or on such date as may be mutually agreed upon by CE Brands and Integral.

CE Brands intends to use the proceeds of the Offering to launch its Vitalist smartwatches, smart rings, and related health products; fund the expansion of its line of Moto smartwatches; and further reduce indebtedness. Further details are disclosed in the Amended Prospectus, available at www.sedarplus.ca.

About CE Brands

CE Brands develops products with leading manufacturers under multiple brand names. With global distribution capability, our innovative, highly repeatable product development process aims to create an optimal growth path for CE Brands to be a nimble player in the consumer electronics sector.

Neither the TSX Venture Exchange nor its regulation services provider (as defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Forward-Looking Information

This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. The use of any of the words “anticipates”, “believes”, “expects”, “intends”, “plans”, “will”, “would”, “aims” and similar expressions are intended to identify forward-looking information. In particular, the forward-looking information in this press release relates to the terms of the Offering, the completion of the Offering, the anticipated listing of the Shares on the TSXV and the receipt of applicable regulatory approvals, and the use of proceeds of the Offering. Although CE Brands believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because CE Brands cannot give any assurance that it will prove to be accurate. By its nature, forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed in this press release. A detailed description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Amended Prospectus and in CE Brands’ annual information form and management’s discussion and analysis on the SEDAR+ website at www.sedarplus.ca. Although CE Brands has attempted to identify in its public disclosure important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the risk factors in its public disclosure may not be exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this press release is expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents the expectations of CE Brands as of the date of this press release and, accordingly, is subject to change after such date. However, CE Brands expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

Further Information

For further information about the CE Brands, please contact:

Kalvie Legat

Interim Chief Executive Officer

+1 403 560-9635