Avant Brands' Subsidiary GreenTec Acquires 3PL Ventures

GreenTec Holdings Ltd., a wholly-owned subsidiary of Avant Brands Inc., AVTBF AVNT (FRA:1BU0) closed its previously announced acquisition of the remaining 50% equity stake in 3PL Ventures Inc. from F-20 Developments Corp. on February 1, 2023, pursuant to a share purchase agreement among Avant, GreenTec and the F-20 Developments dated December 15, 2022.

The aggregate purchase price payable pursuant to the terms of the agreement was equal to $15 million which was satisfied as follows:

• $1.5 million cash paid on closing;

• $9.5 million payable by way of a convertible debenture with a conversion price of $0.50 per share in the capital of Avant, an interest rate of 10% per annum and a maturity date of August 1, 2024 (the "convertible debenture");

• The issuance of 16.43 million Avant shares (the "escrow shares");

• The issuance of 5.82 million Avant shares (the "non-escrow shares");

• The issuance of 5 million 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 $9.5 million in quarterly installments of $1.58 million commencing on April 28, 2023.

The escrow shares will be released to F-20 Developments 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 F-20 Developments. Avant now owns 100% of the issued and outstanding shares in the capital of 3PL.

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