Avant Brands’ GreenTec completes acquisition of 3PL Ventures

Avant Brands announced 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 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, an interest rate of 10% per annum and a maturity date of August 1, 2024; the issuance of 16,430,573 Avant Shares; the issuance of 5,819,161 Avant 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.