CENTR Brands Corp. Announces Effective Date of Consolidation

Vancouver, British Columbia–(Newsfile Corp. – November 13, 2024) – CENTR Brands Corp. (CSE: CNTR) (FSE: 303) (OTCQB: CNTRF) (“CENTR” or the “Company“), announces that further to its news release dated November 12, 2024, the Company will implement the consolidation of its common shares in the capital of the Company (the “Shares“) on the basis of ten (10) pre-consolidation Shares for every one (1) post-consolidation Share (the “Consolidation“) effective as of November 18, 2024.

The Company name will remain unchanged after the Consolidation. The new CUSIP number will be 15234A400 and the new ISIN number will be CA15234A4000 for the post-Consolidation Shares.

The total issued and outstanding number of Shares post-Consolidation will be approximately 11,623,380, subject to rounding for fractional Shares.

No fractional Shares will be issued in connection with the Consolidation. In the event a holder of Shares would otherwise be entitled to receive a fractional Share in connection with the Consolidation, the fractional Share will be cancelled if it is less than one-half (1/2) of a Share and will be changed to one whole Share if that fractional Share is equal to or greater than one-half (1/2) of a Share.

The exercise or conversion price, and the number of Shares issuable under any of the Company’s outstanding convertible securities, if any, will be proportionately adjusted upon the effectiveness of the Consolidation.

Registered shareholders who hold physical Share certificates will receive a letter of transmittal requesting that they forward pre-Consolidation Share certificates to the Company’s transfer agent, TSX Trust Company, in exchange for new Share certificates representing Shares on a post-Consolidation basis. Shareholders who hold their Shares through a broker or other intermediary and do not have Shares registered in their own name will not be required to complete a letter of transmittal.

The board of directors of the Company is proceeding with the Consolidation on the basis that it may provide the Company with increased flexibility to seek additional financing opportunities and strategic acquisitions.

About CENTR Brands Corp.

CENTR Brands Corp. is one of North America’s leading functional wellness beverage companies dedicated to promoting holistic well-being. With a commitment to providing high-quality products and exceptional customer experiences, CENTR offers a range of functional wellness beverages that support individuals in their pursuit of balanced and healthy lifestyles. By leveraging innovative technology and embracing consumer-centric strategies, CENTR empowers customers to prioritize their well-being and discover the benefits of wellness beverages.

The Company produces CENTR Enhanced, a family of refreshing, ZERO calorie, non-CBD, nootropic and adaptogen sparkling waters incorporating a variety of science-backed ingredients. The Company recently discontinued 2 product lines, CENTR CBD and CENTR Instant, facilitating the exit of the company within the CBD category.

The Company’s ethos revolves around functional efficacy, exceptional flavor, and a visual design that resonates with consumers seeking a well-rounded approach to wellness.

On behalf of the Board
CENTR BRANDS CORP.

/s/ Campbell Becher

Campbell Becher
Chief Executive Officer

Forward-Looking Information

This press release may contain “Forward-Looking Statements” within the meaning of applicable Canadian securities laws. Forward-looking statements are not comprised of historical facts. Forward- looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to, the closing of the Consolidation and the potential benefits thereof. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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