Avant Brands' Subsidiary GreenTec Holdings Completes Acquisition of 3PL Ventures

KELOWNA, BC / ACCESSWIRE / February 2, 2023 / Avant Brands Inc. (TSX:AVNT)(OTCQX:AVTBF)(FRA:1BU0) ("Avant" or the "Company"), a leading producer of innovative, premium handcrafted cannabis products, is pleased to announce that GreenTec Holdings Ltd. ("GreenTec"), a wholly-owned subsidiary of Avant, closed its previously announced acquisition (the "Acquisition") of the remaining 50% equity stake in 3PL Ventures Inc. ("3PL") from F-20 Developments Corp. (the "Vendor") on February 1, 2023, pursuant to a share purchase agreement among Avant, GreenTec and the Vendor dated December 15, 2022 (the "Agreement").

"The completion of this acquisition is another important step in our long-term growth strategy as we continue striving to fulfill increasing demand for our award-winning products, distributed to the Canadian and global market," said Norton Singhavon, Founder and CEO of Avant. "3PL recently became cash-flow positive, and we anticipate it will generate meaningful cash flow to Avant, bolstering our financial position and growth targets."

The aggregate purchase price payable pursuant to the terms of the Agreement was equal to $15,000,000 which was satisfied as follows:

• $1,500,000 cash paid on closing;
• $9,500,000 payable by way of a convertible debenture with a conversion price of $0.50 per share in the capital of Avant (the "Avant Shares"), an interest rate of 10% per annum and a maturity date of August 1, 2024 (the "Convertible Debenture");
• the issuance of 16,430,573 Avant Shares (the "Escrow Shares");
• the issuance of 5,819,161 Avant Shares (the "Non-Escrow Shares"); and
• the issuance of 5,000,000 common share purchase warrants to acquire Avant Shares at an exercise price of $0.50 on or before February 1, 2025, subject to acceleration by the Company in the event that the volume weighted average trading price of the Avant Shares on the TSX exceeds $1.25 for a period of 20 consecutive trading days.

Pursuant to the terms of the Convertible Debenture, Avant is required to repay the principal amount of $9,500,000 in quarterly installments of $1,583,333 commencing on April 28, 2023.

As previously announced, the Escrow Shares will be released to the Vendor in three tranches on the four-month, eight-month and 12-month anniversary of closing. Both the Escrow Shares and the Non-Escrow Shares are also subject to a mandatory statutory hold period of four months and one day from the date of issuance.

Prior to closing of the Acquisition, Avant owned 50% of the issued and outstanding shares in the capital of 3PL, a joint venture with the Vendor. Avant now owns 100% of the issued and outstanding shares in the capital of 3PL.

About Avant Brands Inc.

Avant is an innovative, market-leading premium cannabis company. Avant has multiple operational production facilities across Canada, which produce high-quality, handcrafted cannabis products, based on unique and exceptional cultivars. Avant's products are distributed via three complementary sales channels: recreational, medical and export. Avant's recreational consumer brands include: BLK MKT™, Tenzo™, Cognōscente™ and Treehugger™, which are sold in British Columbia, Saskatchewan, Manitoba, Ontario, Atlantic Canada and the territories. The Company's medical cannabis brand, GreenTec™, is distributed nationwide, directly to qualified patients through its GreenTec Medical portal and through various medical cannabis partners.

Avant is a publicly traded corporation listed on the Toronto Stock Exchange (TSX: AVNT), and cross-trades on the OTCQX Best Market (OTCQX: AVTBF) and Frankfurt Stock Exchange (FRA: 1BU0). The Company is headquartered in Kelowna, British Columbia and has operations in British Columbia, Alberta and Ontario.

To learn more about Avant, access the investor presentation, or learn more about its consumer brands, please visit www.avantbrands.ca.

For additional information, please contact:

Investor Relations at Avant Brands Inc.
1-800-351-6358
ir@avantbrands.ca

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

This news release includes certain "forward-looking information" as defined under applicable Canadian securities legislation, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: the Company's long-term growth strategy; the Company's ability to fulfill increasing demand for its products; the Company's expectations regarding 3PL's ability to general meaningful cash flow to Avant; the escrow release schedule for the Escrow Shares; the applicable hold periods on the Escrow Shares and the Non-Escrow Shares and expectations for other economic, business, and/or competitive factors. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Examples include statements that the Company will operate in a fiscally disciplined manner; that the Company will build long-term shareholder value and reduce operational expenses; or that the Company will increase its revenue and gross margins.

Investors are cautioned that forward-looking information is not based on historical fact but instead reflects management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the prompt and effective integration of 3PL's operations with the Company's; the ability to achieve the anticipated synergies; inherent uncertainty associated with projections; diversion of management time on transaction related issues; expectations regarding future growth and expansion; regulatory and licensing risks; changes in consumer demand and preferences; changes in general economic, business and political conditions, including changes in the financial markets and inflation-related risks; the global regulatory landscape and enforcement related to cannabis, including political risks and risks relating to regulatory change; compliance with extensive government regulation; public opinion and perception of the cannabis industry; and the risk factors set out in the Company's annual information form dated February 28, 2022, filed with Canadian securities regulators and available on the Company's profile on SEDAR at www.sedar.com.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information, which speak only as of the date of this news release. The Company 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 required by law.

SOURCE: Avant Brands, Inc.